- 1. This agreement
- 2. Our audit team
- 3. What we need from you
- 4. Confidentiality and privacy
- 5. Intellectual property
- 6. Complaints and appeals
- 7. Liability
- 8. General provisions
- 9. Fees and payment
- 10. Appendices
A Good Certification Group Pty Ltd terms and conditions
Service Agreement Terms and Conditions
1. This agreement
This agreement is between A Good Certification Group Pty Ltd (ABN 32 642 332 723) (we, us, our, or AGCG) and the client organisation named in the Proposal (you, your, or the client).
The agreement is made up of:
(a) these Terms and Conditions, published at www.goodcertgroup.com/terms;
(b) the Proposal;
(c) the AGCG Scheme Requirements; and
(d) where they apply, the AI Certification Addendum and the Overseas Client Addendum.
Together, these documents are the entire agreement between us for the provision of management systems audit and Certification services. The agreement starts when you (or your authorised agent) accept the Proposal, and continues until either party ends it by giving the other 30 days written notice. The version of these Terms and Conditions published at the date you accept the Proposal applies.
We may update these Terms and Conditions from time to time. If we make a material change, we will give you written notice before your next scheduled audit, and the updated version applies from that audit onwards. If you do not accept a material change, you may end this agreement under clause 8.4.
Nothing in this agreement creates a partnership, employment, agency, or fiduciary relationship. We are contracting parties, nothing more.
If the agreement ends, any outstanding fees, charges, and cancellation fees remain payable. All certificates we have issued cease to be valid immediately on termination.
Standards means the management system standard(s) named in the Proposal. Certification means certification of your management system against the Standards. JASANZ means the Joint Accreditation System of Australia and New Zealand.
2. Our audit team
We provide appropriately qualified and competent auditors, from our own personnel or from approved contract auditors. Every auditor we assign must be:
(a) competent and fit for the assessment tasks assigned to them; and
(b) free of any conflict of interest with your organisation.
All auditors representing AGCG sign our assessor contract which includes a conflict of interest agreement, and they confirm before each audit that they have no conflict of interest with the organisation being audited.
We will tell you the names of your audit team members before the audit. If you believe an assigned auditor has a conflict of interest or another valid concern applies, tell us before the audit and we will consider it and, where justified, assign a different auditor.
3. What we need from you
For us to deliver the audit and Certification services, you agree to:
(a) give our audit team reasonable access and cooperation, including access to all relevant documents, records, personnel, and sites;
(b) take the actions needed for audit visits to be conducted successfully;
(c) comply with our documented requirements, procedures, and instructions relating to your Certification, including the AGCG Scheme Requirements, as issued and updated from time to time;
(d) allow a representative of an accreditation body (such as JASANZ) to attend an audit with our auditors to witness its conduct, when required, and allow an AGCG auditor under training to be present as part of the audit team, when required;
(e) tell us as soon as practicable about any significant changes to your management system or organisation that may affect your Certification (see also clause 9.4); and
(f) pay all fees and charges in accordance with clause 9.
You indemnify us against any losses we suffer as a result of your misconduct or your misuse of any approval, certificate, or licence we have granted under this agreement.
4. Confidentiality and privacy
4.1 Our commitment
We keep the information we obtain or create during Certification activities confidential. This applies to everyone acting on our behalf, including auditors, contractors, committees, and external individuals or bodies. Our arrangements are informed by the Australian Privacy Principles, and our current Privacy and Confidentiality Policy is available at https://www.goodcertificationgroup.com/.
4.2 When we can disclose
We only disclose your confidential information:
(a) with your written consent, after telling you in writing what we intend to disclose;
(b) where we are legally required to, including under mandatory reporting schemes, or where the law otherwise requires or permits it;
(c) to JASANZ and other accreditation bodies, who may access your records and audit information as part of assessing us; or
(d) to our legal and financial advisors for the purpose of obtaining advice, on a confidential basis.
If we find a reportable breach of legislation or a government directive during an audit, we tell your most senior available executive immediately and give you the opportunity to respond before we report it to the relevant authority.
Where we disclose information under (b) or (c), we will tell you what was disclosed unless the law prohibits us from doing so.
4.3 Sensitive information in ISMS, PIMS, and AIMS audits
Before a certification audit for ISO/IEC 27001, ISO/IEC 27701, or ISO/IEC 42001, you should identify any information that cannot be made available to the audit team because it is confidential or sensitive (for example, source code, raw data, or details of control design and effectiveness). If withheld information is essential for an adequate audit, the audit cannot proceed until access arrangements are agreed. We will establish mutual safeguards with you for protected information, intellectual property, trade secrets, and the technical infrastructure used in the certification process.
4.4 Personal data
In performing the Certification services, we act as an independent controller of any personal data we access, receive, or generate. We are not your processor, and we are not joint controllers with you.
You must only give us the personal data necessary for the audit, and should de-identify or pseudonymise data where reasonably practicable.
We apply appropriate technical and organisational measures to protect personal data we process, consistent with our Privacy and Confidentiality Policy. Each party is responsible for its own breach notification obligations under applicable law, and we will cooperate reasonably with each other if a personal data breach affects data shared under this agreement.
5. Intellectual property
Nothing in this agreement transfers any right, title, or interest in intellectual property that existed before this agreement, or that a party develops independently of it and for unconnected purposes.
Any intellectual property we create in performing this agreement remains ours. We grant you a non-exclusive, non-transferrable licence to use it, solely for the purpose of receiving the audit and Certification services during the Term.
6. Complaints and appeals
6.1 Complaints
If you're unhappy with anything, whether it's the content of an audit report, the conduct of an auditor, or the process in general, tell us.
You can reach us at hello@goodcertgroup.com or jose@goodcertgroup.com, or on +61 487 106 055. We handle complaints under our documented complaints process, we'll keep you informed of progress, and we'll tell you the outcome. Complaints are handled confidentially, for both the complainant and the subject of the complaint.
If a complaint has been with us for a long time (over 90 days) without resolution, you are entitled to refer it to JASANZ.
6.2 Appeals
If you disagree with a certification decision we've made, including a decision to refuse, suspend, or withdraw certification, or the grading of a finding after the audit team leader's review, you can appeal. Appeals are handled under our documented appeals process, and the appeal decision is made by someone who wasn't involved in the original decision or the audit.
Making a complaint or appeal will never count against you. Lodging an appeal doesn't pause your other obligations under this agreement, but we won't take further action on the disputed decision while the appeal is being considered, unless the issue involves a serious risk.
7. Liability
7.1 No warranty of accuracy
We provide audit and Certification services with care, but neither we nor our officers, employees, or agents warrant the accuracy of any information, review, audit, Certification, or advice supplied. Certification is an assessment of your management system against the Standards at the time of audit; it is not a guarantee of your products, services, or legal compliance.
7.2 Exclusion of liability
Except as set out in this clause 7 and to the extent permitted by law, neither we nor our officers, employees, or agents are liable for any loss, damage, or expense sustained under or in connection with this agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, caused by any act, omission, error, or inaccuracy of any nature in the services, information, review, audit, Certification, or advice given by us or on our behalf.
7.3 What we will pay
If you suffer loss that is proved to have been caused by a negligent act, omission, error, or inaccuracy by us, our officers, employees, or agents, we will pay compensation for that proved loss up to, but not exceeding, the fee we charged for the particular service, information, or advice concerned. This applies only to claims commenced in a court within 12 months of the occurrence of the alleged negligence, act, omission, or error.
7.4 No liability for consequential loss
To the maximum extent permitted by law, neither we nor our officers, employees, or agents are liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, loss of profits, loss of revenue, loss of business, loss of reputation, loss of opportunity, or loss of data, however arising.
7.5 What this clause does not exclude
Nothing in this clause limits liability for death or personal injury caused by our negligence, or excludes any right or remedy you have that we cannot exclude under law, including any applicable consumer protection laws.
7.6 No reliance; implied terms
Each party enters this agreement without relying on any representation, warranty, or provision except as expressly set out in it. Any conditions, warranties, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8. General provisions
8.1 Governing law and jurisdiction
Wherever the parties are located, and wherever the services are performed, this agreement takes effect and is governed by the laws in force in Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland, Australia. For overseas clients, the dispute resolution provisions of the Overseas Client Appendix apply instead of the second sentence of this clause.
8.2 Order of precedence
If the documents making up this agreement are inconsistent, they apply in this order:
(a) the Overseas Client Appendix (where it applies);
(b) the AI Certification Appendix (where it applies);
(c) the Proposal;
(d) these Terms and Conditions; and
(e) the AGCG Scheme Requirements.
8.3 Notices
Notices under this agreement must be in writing and sent by email to the addresses in the Proposal. Notices to us go to hello@goodcertgroup.com. A notice is taken to be received on the next business day in Queensland after it is sent.
8.4 Ending the agreement
Either party may end this agreement by giving the other 30 days written notice. Any outstanding fees, charges, and cancellation fees remain payable after termination. All certificates we have issued cease to be valid immediately on termination.
Clauses 4 (Confidentiality and privacy), 5 (Intellectual property), and 7 (Liability) survive termination, together with any other clause that by its nature is intended to survive.
8.5 Severance
If any provision of this agreement is unlawful, void, or unenforceable, it is severed to the extent required, and the rest of the agreement is unaffected.
8.6 Further assurance
Each party must, at the other's request and at its own expense, do what is reasonably necessary to give effect to this agreement.
9. Fees and payment
9.1 What your fees cover
The fees in the Proposal cover audit planning, preparation, on-site and off-site report writing, and the daily audit rate, and apply to any part of a day. Fees are current at the date of the Proposal, and the Proposal is open for acceptance for 30 days from the date of issue.
The Proposal fees do not cover:
(a) extensions or significant changes to the scope of Certification;
(b) special visits, short notice audits, or corrective action verification visits;
(c) follow-up activities for a Major Nonconformity;
(d) our reasonable costs of investigating whether Certification conditions are being met, or costs we incur because you have not complied with them.
These are charged at the applicable rates in the Proposal, or our then-current rates.
9.2 Registration Fee
If the Proposal specifies a Registration Fee, it is payable annually. It reflects our JASANZ accreditation as a certification body. Our current accreditations are listed on the JASANZ register at https://register.jasanz.org/accredited-bodies.
9.3 Travel and accommodation
If the Proposal specifies that travel is charged:
(a) motor vehicle travel is charged at $1.32 per kilometre plus GST;
(b) travel time is charged at $150.00 per hour plus GST, on any day auditor travel is required;
(c) airfares (economy or equivalent where available), accommodation, hire cars, taxis, parking, and any agent or administration fees are invoiced at cost.
Travel and accommodation costs are invoiced on the last day of the audit, once the full travel expenses for that audit have been calculated. Payment is due within 14 days of the invoice date.
Travel and accommodation costs vary with the audit location and how far in advance the audit is booked. If your delay in confirming an audit date increases these costs, we may invoice the increase. At our discretion, we may agree to you arranging travel and accommodation directly where you have better rates available.
9.4 If your organisation changes
Audit durations and fees are based on the information you give us when the Proposal is prepared. You must give us accurate information. If your organisation changes significantly before an audit, including changes to:
(a) structure, employee numbers, or site locations and size;
(b) products or services; or
(c) risks, including industry-specific risks,
the required audit duration may change, and we may amend the Proposal fees to match. The same applies if information you provided was inaccurate.
9.5 Fee increases
We review our rates from time to time. We may increase fees and rates under this agreement (including the auditor day rate, travel time, and motor vehicle rates) by written notice before your next scheduled audit. Any increase will be no more than the increase in the Australian All Groups Consumer Price Index since the rates were last adjusted.
9.6 Payment
We invoice audit fees 30 days before the first day of the scheduled audit. Payment is due within 14 days of the invoice date.
If you accept the Proposal less than 30 days before the audit, we invoice on acceptance. If you accept less than 14 days before the audit, payment is due on acceptance.
If payment has not been received by the due date, we may postpone the audit until payment is received. If a postponed audit cannot be rescheduled before the relevant certification deadline, that is your responsibility, not ours.
Other fees (including special visits, corrective action verification, and follow-up activities) are invoiced on completion of the activity, and payment is due within 14 days of the invoice date.
If you need different payment terms, we may agree to them. Any alternative terms must be agreed by us in writing before the audit is scheduled.
(a) Certificates are only issued once payment is received in full.
(b) For audits conducted outside Australia, bank charges for remitting funds are your responsibility. We must receive the full invoice amount.
(c) If you do not pay and we engage debt collectors or take legal action, the costs of recovery (including collection fees and legal costs) are payable by you.
9.7 Cancellation and rescheduling
If a scheduled and confirmed audit is cancelled:
(a) 14 days or fewer before the audit date (or during the audit): 100% of the fee for that audit;
(b) 15 to 30 days before the audit date: 50% of the fee for that audit;
(c) more than 30 days before the audit date: no cancellation fee.
The cancellation fee reflects the work already done and committed by the time your audit plan is issued, and is a genuine pre-estimate of the loss we suffer from the cancellation. Any travel and accommodation costs we have already incurred are also payable. We may deduct any cancellation fee and incurred costs from amounts you have already paid, and will refund or credit the balance.
If you need to reschedule rather than cancel, tell us as early as you can. Where you confirm a new audit date at the time of rescheduling, we may (at our discretion) reduce or waive the cancellation fee, and any fees already paid are applied to the rescheduled audit.
Appendix A - The Audit and Certification Process
B1. Stage 1
At Stage 1, we examine the documentation that makes up your management system to establish its general adequacy against the Standards. We also develop the Stage 2 audit program with you, covering the sites and areas to be visited and approximate timing.
Before Stage 1 can be conducted, you must have a documented management system that reflects the requirements of the Standards and applicable legislation, with evidence of internal audit and management review, implemented to a level that indicates you are ready for Stage 2.
B2. Stage 2
Stage 2 assesses the implementation and effectiveness of your management system. Before Stage 2 can be conducted, at least three months of auditable records must be available. Following the audit, we issue an audit report that includes a recommendation on certification.
B3. Audit findings
We classify audit findings as:
(a) Action(s) required - Major (Major Nonconformity): a significant gap in your management system that affects its ability to achieve its intended outcomes, or a systemic breakdown of a requirement. Multiple minors against the same requirement that together indicate a systematic failure are graded as major. Formal corrective action is required, including root cause analysis, and we must verify it is resolved before certification can be granted or maintained. Intentional misuse of certificates or certification marks may also be graded as major.
(b) Plan(s) required - Minor (Minor Nonconformity): a gap against a requirement that doesn't undermine your overall system, an isolated slip with limited impact. You submit a corrective action plan telling us how and when you'll address it, and we verify it's been actioned at your next audit. Minors left unaddressed may be raised as majors.
(c) Watch (Observation): not a nonconformity. A one-off issue or early signal worth keeping an eye on before it grows into something more. No formal action is required, but we'd recommend addressing it. If it's repeated or found more widely at a future audit, it may be raised as a minor.
(d) Consider (Opportunity for improvement): not a nonconformity. An idea from your assessor to strengthen your system beyond what the standard requires. You are not required to act on these, but they are recorded and worth considering.
Every nonconformity is referenced to the specific requirement not met and the objective evidence, discussed with you at the closing meeting, and documented in the audit report. Nothing appears in the report that was not discussed at the closing meeting.
B4. Closing out nonconformities
When we raise a nonconformity, fixing it is your job. Verifying the fix is ours.
For every nonconformity, you must investigate the root cause, correct the immediate problem, take corrective action so it doesn't happen again, and keep records of all of it. A quick patch without root cause analysis won't get a nonconformity closed.
Getting the grading right. Findings are graded on what we found, not on how fast you fix it. If you believe a finding has been graded incorrectly, raise it with the audit team at the closing meeting and show us the evidence. Our audit team leader will review the grading before the report is finalised, and if the evidence shows the original grading was wrong, we'll regrade it. What won't change a grading is speed: fixing a major quickly doesn't make it a minor, though it can get it closed early (see below).
Plan(s) required - Minor (Minor Nonconformities). Give us your corrective action plan during the audit, at the closing meeting, or within 14 days of receiving the audit report. If we accept your plan during the audit, that's noted in the report and the certification decision can proceed. The nonconformity stays open until we've verified your actions worked, normally at your next audit. If you implement your correction and corrective action during the audit and we can verify it's effective on the spot, we'll close the nonconformity there and then.
Action(s) required - Major (Major Nonconformities). Give us your correction and corrective action plan within 14 days of receiving the audit report. If you can implement your correction and corrective action during the audit and our team can verify it's effective before the closing meeting, we'll record the nonconformity as closed at the audit. Nothing further is needed from you on that finding. Where effectiveness can't be verified during the audit, which is common for major nonconformities, the finding stays open and we verify through a review of your documented evidence, a follow-up audit, or in some cases a further full audit. Follow-up activity is charged at the rates in the Proposal. Either way, we'll confirm the outcome with you in writing.
At initial certification. If we can't verify effective corrective action for a major nonconformity within 6 months of the last day of your Stage 2 audit, we have to run another Stage 2 before we can make a certification decision.
At recertification. Corrections and corrective actions for any major nonconformity must be implemented and verified before your current certificate expires. If they aren't, we can't renew your certification and your certificate will lapse.
For certified clients. If a major nonconformity isn't resolved within the agreed timeframe, your certification will be suspended (see B8).
B5. Certification decision and certificate
Certification is decided by a person who was not involved in your audit. On a positive decision, we issue a certificate valid for three years and enter your details on our register of certified clients and the JASANZ register.
B6. Surveillance audits
We audit your management system at planned intervals, normally annually, to confirm it continues to meet the Standards. We may amend the surveillance program where we consider it necessary, acting reasonably, including where you are not meeting your obligations under this agreement or the Standards.
B7. Special audits and short notice visits
We may need to conduct audits outside the planned program, including at short notice, to:
(a) verify corrective actions before the next scheduled audit;
(b) investigate a complaint about your certification;
(c) respond to significant changes to your organisation or management system;
(d) follow up a suspension; or
(e) investigate a serious incident, such as a serious safety incident or serious breach of regulation, to establish whether the management system has been compromised.
These are charged at the applicable rates, and we take additional care in audit team selection for short notice audits given the limited opportunity for you to object to team members.
B8. Suspension, withdrawal, and scope reduction
We may suspend your certification where:
(a) your management system has persistently or seriously failed to meet certification requirements, including effectiveness requirements;
(b) you do not allow surveillance or recertification audits at the required frequency;
(c) an outstanding major nonconformity has not been resolved within the agreed timeframe; or
(d) you voluntarily request suspension.
During suspension, your certification is temporarily invalid. You must immediately stop advertising or representing that you are certified, and stop using certification marks. We update the JASANZ register.
We set a timeframe of no more than 6 months to resolve the issues. If they are resolved, certification is restored. If they are not, certification is withdrawn or its scope reduced. On withdrawal, the certificate must be surrendered, and reinstatement requires a full re-audit.
We may reduce the scope of certification to exclude parts of the scope that persistently or seriously fail to meet requirements.
B9. Recertification
Before your certificate expires, we conduct a recertification audit on the same basis as Stage 2. Recertification fees are agreed in the three months before the audit; if fees cannot be agreed, the recertification audit does not proceed and the certificate expires at the end of its term.
B10. OH&S certification
For ISO 45001 certification, compliance with your legal obligations remains your responsibility. You must be able to demonstrate, through your own evaluation of compliance, that you meet your applicable legal requirements before certification is granted. Deliberate or consistent legal noncompliance is a serious failure of the policy commitment required by the standard and will prevent certification being granted or continued.
APPENDIX B - AI Certification
AI1. When this Addendum applies
This appendix supplements and forms part of the agreement between AGCG and the client. It applies where:
(a) the certification scope includes ISO/IEC 42001; or
(b) the certification scope involves AI systems whose outputs may be used by, or may affect, persons located in the United States.
If this Appendix is inconsistent with the Terms and Conditions, this Appendix prevails for the matters it addresses (see clause 8.2 of the Terms and Conditions for the full order of precedence).
AI2. Definitions
AI System means an AI system within the scope of ISO/IEC 42001 operated, deployed, developed, or distributed by the client, including any system within the scope of Certification.
Third-Party Claim means any claim, demand, suit, regulatory action, or proceeding brought by any person other than AGCG or the client, including end users, data subjects, regulators, class representatives, business partners, and competitors.
Certification Mark means any logo, symbol, statement, or other indication issued by AGCG, JASANZ, or any other accreditation body indicating that the client holds AGCG certification.
AI3. Client warranties
The client warrants to AGCG, on a continuing basis throughout the Term and any period during which a Certification Mark is used, that:
(a) information provided to AGCG in connection with the audit is accurate, complete, and not misleading;
(b) the client complies, and will continue to comply, with all applicable export control laws and regulations, including the US Export Administration Regulations and the International Traffic in Arms Regulations, to the extent applicable to the AI Systems within scope;
(c) the AI Systems within scope do not, to the client's knowledge, infringe the intellectual property rights of any third party; and
(d) the client holds all approvals, registrations, and authorisations required for the lawful operation of the AI Systems within scope in each jurisdiction in which they are deployed.
AI4. Indemnity
(a) The client indemnifies, defends, and holds harmless AGCG, its officers, employees, contractors, agents, and accreditation bodies (Indemnified Parties) from and against any and all losses, damages, liabilities, costs, fines, penalties, and expenses (including reasonable legal fees on a full indemnity basis) arising out of or in connection with any Third-Party Claim that arises from or relates to:
(i) the operation, output, performance, or failure of any AI System or AI management system of the client;
(ii) any product, service, decision, or content generated, recommended, or enabled by the client's AI System;
(iii) the client's use, display, or reference to any Certification Mark;
(iv) the client's breach of any warranty in clause AI3 or any obligation under the Terms and Conditions;
(v) the client's violation of any applicable law, including data protection, consumer protection, anti-discrimination, export control, sanctions, intellectual property, or product liability law; or
(vi) any allegation that the client's AI System caused harm to any person, including bodily injury, property damage, economic loss, dignitary harm, or violation of civil rights.
(b) This indemnity applies regardless of whether the Third-Party Claim alleges that AGCG was negligent, except to the extent that a final, non-appealable judgment of a court or tribunal of competent jurisdiction determines that the Indemnified Party's gross negligence or wilful misconduct was the sole cause of the loss.
(c) AGCG must promptly notify the client of any Third-Party Claim for which it seeks indemnity. The client may assume the defence with counsel reasonably acceptable to AGCG, and AGCG may participate at its own cost. The client must not settle any Third-Party Claim in a manner that imposes any obligation, admission, or restriction on an Indemnified Party without that party's prior written consent.
AI5. Export controls
(a) The client is solely responsible for compliance with all applicable export control laws in respect of the AI Systems within scope and any information disclosed to AGCG.
(b) The client must not disclose to AGCG any technology, software, or technical data that is subject to the US International Traffic in Arms Regulations, or that requires an export licence under the US Export Administration Regulations or any other applicable regime, without giving AGCG prior written notice and obtaining AGCG's written agreement to receive that information.
AI6. Use of Certification Marks; survival
(a) The client's use of any Certification Mark is governed by AGCG's certification mark usage rules and the requirements of the relevant accreditation body.
(b) The client must not use any Certification Mark in a manner that suggests AGCG endorses, warrants, or is liable for any AI System or its outputs, suggests certification to a standard, scope, or accreditation status that is not accurate, or misleads any person about the meaning or limits of certification.
(c) AGCG may, on written notice, require the client to remove or correct any non-compliant use. Repeated or material non-compliance is grounds for suspension or withdrawal of certification.
(d) Clauses AI3 to AI6 survive termination of this agreement, together with any other clause that by its nature is intended to survive.
Appendix c - Overseas Clients
OS1. When this Addendum applies
This Appendix supplements and forms part of the agreement between AGCG and the client. It applies where the client is incorporated, headquartered, or operating principally outside Australia and New Zealand.
If this Appendix is inconsistent with the Terms and Conditions or the AI Certification Appendix, this Appendix prevails for the matters it addresses (see clause 8.2 of the Terms and Conditions for the full order of precedence).
OS2. Definitions
Sanctioned Party means any person, entity, vessel, or jurisdiction subject to comprehensive trade or financial sanctions administered by the Australian Department of Foreign Affairs and Trade, the US Office of Foreign Assets Control, the United Kingdom HM Treasury, the European Union, or the United Nations Security Council.
OS3. Dispute resolution and arbitration
(a) Any dispute, controversy, or claim arising out of or in connection with this agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration.
(b) The seat of arbitration shall be Singapore. The arbitration shall be administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time of the request for arbitration. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
(c) The award shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction. The parties acknowledge that awards under this clause are intended to be enforceable under the New York Convention (1958).
(d) Despite (a), AGCG may seek urgent injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information, or to enforce payment obligations.
(e) The substantive law of this agreement remains the law of Queensland, Australia.
OS4. Class action and jury waiver
To the maximum extent permitted by law, the client agrees that any dispute will be resolved on an individual basis and not as a class, collective, consolidated, or representative action, and each party waives any right to trial by jury in any proceeding arising out of or relating to this agreement.
OS5. Sanctions
(a) The client warrants, on a continuing basis throughout the Term, that the client, its directors, officers, and beneficial owners are not Sanctioned Parties and do not operate in or for the benefit of any comprehensively sanctioned jurisdiction.
(b) AGCG may suspend or terminate this agreement immediately, without liability and without refund of fees paid for services already rendered, if AGCG determines (acting reasonably) that continued performance would or may cause AGCG to breach any applicable sanctions law, or that the client has become a Sanctioned Party.
OS6. Data protection
The client warrants that it has provided all notices and obtained all consents, authorisations, and lawful bases required under applicable data protection laws (including the EU and UK General Data Protection Regulations, the California Consumer Privacy Act and California Privacy Rights Act, and any other applicable privacy laws) to enable the lawful disclosure to and use by AGCG of personal data in connection with the audit and Certification, including transfer of that personal data to Australia.
OS7. Survival
Clauses OS3 to OS6 survive termination of this agreement, together with any other clause that by its nature is intended to survive.
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