LICENCE — Greenhat IMS Audit Pack¶
Source: the LICENCE-AUDIT-PACK file at the root of this repository, which is the operative text. These terms cover the Audit Pack only, which is supplied for a fee. The Template itself is supplied free of charge under the Licence, and use of it is also subject to the Disclaimer & terms of use.
This licence governs the Audit Pack, which is supplied for a fee. It is separate from the LICENCE that governs the IMS Template itself: the Template is supplied free of charge under that licence, and nothing here changes that.
Read this with the LICENCE (the Template) and the Disclaimer & terms of use (docs/disclaimer.md). Where they differ, this licence prevails for the Audit Pack and they prevail for the Template.
1. Definitions¶
"Audit Pack" means the clause-to-document mapping supplied by the Licensor for a fee — for each obligation in the clause maps, the implementing document, the document section, the statement of compliance, the evidencing register, the records folder, and the paired clause in the other standard — together with the clause references of the controlled documents and the clause coverage of the internal audit programme, in whatever form it is delivered.
"Key" means the key file issued to you, by which Audit Pack content is restored into a copy of the Template.
"Order" means your purchase of the Audit Pack on the Licensor's published terms at the time of purchase.
"ACL" means the Australian Consumer Law, being Schedule 2 to the Competition and Consumer Act 2010 (Cth).
"Template", "Licensor", "You", "Your Group", "Internal Management Purposes" and "Adaptation" have the meanings given to them in the LICENCE.
2. Licence grant¶
On payment in full, the Licensor grants you a perpetual, non-exclusive, non-transferable, non-sublicensable licence to use, copy, and modify the Audit Pack for Your Group's Internal Management Purposes, for any number of people within Your Group.
Perpetual means the licence does not expire. Clause 11 is the only thing that ends it.
3. Permitted uses¶
a. Restore the Audit Pack into any number of copies or Adaptations of the Template that Your Group operates.
b. Adapt the restored content so that it describes Your Group's actual arrangements.
c. Disclose the restored content, as part of your own management system documentation, to your auditors, certification bodies, regulators, insurers, clients, and tenderers.
d. Keep and continue to operate the restored content indefinitely.
4. Restrictions¶
Clause 4 of the LICENCE applies to the Audit Pack as it applies to the Template. In addition, you must not:
a. share, publish, resell, or otherwise supply the Key, or unrestored Audit Pack content, to anyone outside Your Group;
b. use the Audit Pack to prepare management system documentation for any third party, whether or not for reward; or
c. remove or obscure any notice identifying the Audit Pack or this licence.
Restoring the Audit Pack into a copy of the Template and then supplying that copy to a third party breaches both this clause and clause 4 of the LICENCE.
5. Fees, GST and invoicing¶
a. The fee is the amount stated at the time of your Order.
b. Unless stated otherwise, fees are in Australian dollars and include GST, and the Licensor will issue a tax invoice.
c. The fee is for the Audit Pack as it stands at the date of your Order.
6. Delivery¶
a. The Audit Pack is delivered electronically as a Key. There is no physical medium and no installation service.
b. This is a one-time supply, not a subscription. The Key is cut from the Template as it stands at the date of your Order, and the licence in clause 2 is perpetual.
c. Once you have restored the Audit Pack and begun adapting the system for your organisation, your copy is your own and diverges from the Template. There is nothing further for the Licensor to deliver, and the Licensor does not undertake to provide updates, maintenance or support. Section 14 of the Disclaimer says the same of the Template.
d. If the copy of the Template you restore into is not the version your Key was cut for, restoring fills everything the Key covers, leaves the rest untouched, and reports exactly what it could not fill. That is how the tool is designed to behave and is not a fault. Ask the Licensor if you need a Key cut for a different version.
7. Your rights under Australian consumer law¶
a. Nothing in this licence excludes, restricts or modifies any guarantee, right or remedy you have under the ACL or any other law, where it cannot lawfully be excluded, restricted or modified. If any part of this licence would have that effect, that part does not apply to the extent it would.
b. The Audit Pack comes with guarantees that cannot be excluded under the Australian Consumer Law.
c. Where the ACL applies and the Audit Pack is not of a kind ordinarily acquired for personal, domestic or household use, the Licensor's liability for failure to comply with a consumer guarantee is limited, at the Licensor's option, to any one or more of:
i. replacing the Audit Pack or supplying an equivalent; ii. repairing the Audit Pack; iii. paying the cost of replacing the Audit Pack or of acquiring an equivalent; iv. paying the cost of having the Audit Pack repaired; and
v. to the extent the Audit Pack is supplied as a service, supplying the services again or paying the cost of having them supplied again.
d. The Licensor will rely on clause 7(c) only where it is fair and reasonable to do so.
8. What the Audit Pack is, and what it is not¶
a. The Audit Pack is documentation. It is a mapping between the Template's documents and the clauses of ISO 9001:2015 and ISO 45001:2018, written by the Licensor in its own words. It reproduces no text from any standard, and it does not remove your need for your own licensed copies of the standards you certify against.
b. It is not legal, safety, compliance, audit or certification advice, and supplying it does not create an advisor-client relationship. Any consulting services are governed solely by a separate written engagement.
c. Certification depends on your actual arrangements, your records, and your certification body's assessment. The Audit Pack maps documentation; it cannot and does not guarantee any certification or audit outcome.
d. Each statement of compliance describes what the Template's documents say. It becomes true of your organisation only to the extent your organisation actually works that way. Presenting restored content as evidence of practices you do not follow would misrepresent your management system, and is use contrary to these terms and to section 4 of the Disclaimer.
9. Liability¶
a. Subject to clause 7, and to the maximum extent permitted by law:
i. the Licensor is not liable for indirect, incidental, special or consequential loss, loss of profit or revenue, business interruption, loss or corruption of data, regulatory penalties, or audit or certification outcomes; and ii. the Licensor's total aggregate liability arising out of or in connection with the Audit Pack is limited to the fees you paid for the Audit Pack.
b. Nothing in this clause limits liability that cannot lawfully be limited, including under clause 7(a), liability for fraud, or liability for death or personal injury caused by the Licensor's negligence.
10. Refunds¶
a. This clause is in addition to your rights under the ACL, including your right to a refund for a major failure. Those rights are not affected.
b. The Licensor will also refund your fee in full if you ask within 14 days of delivery and you have not restored the Audit Pack into a copy of the Template that you continue to use.
c. On a refund, this licence ends and clause 11(b) applies.
11. Termination¶
a. This licence ends automatically if you materially breach it and do not remedy the breach within 14 days of the Licensor asking you in writing to do so.
b. On termination you must stop using the Audit Pack, delete the Key and any unrestored copies of Audit Pack content, and not restore it again. Your Group may keep operating a management system instantiated from restored content before termination — the Licensor does not require you to dismantle a working system — but may not extend it using the Audit Pack.
c. Clauses 7, 8, 9 and 12 survive termination.
12. General¶
a. If a signed agreement between the Licensor and you deals with the Audit Pack, that agreement prevails over this licence to the extent of any inconsistency.
b. The Licensor may change these terms for future Orders. A change does not apply to an Order already placed, and the terms that apply to your Order are those published when you placed it.
c. You may not assign or transfer this licence without the Licensor's prior written consent, which will not be unreasonably withheld for an assignment to a successor of Your Group's business.
d. Personal information collected in order to issue and support your Key is handled in accordance with the Privacy Act 1988 (Cth), and is used only for that purpose and to contact you about your Order.
e. If a term is unenforceable it is severed, and the rest of this licence continues to apply.
f. A failure to enforce a term is not a waiver of it.
g. This licence is governed by the laws of Queensland, Australia, and the parties submit to the courts of that jurisdiction. Nothing in this clause prevents you from bringing proceedings elsewhere where a law that cannot be excluded entitles you to do so.