LICENCE — Greenhat IMS Audit Pack

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.
