Certification Agreement Template

THIS IS A TEMPLATE. The actual binding Certification Agreement is signed between TNV Global Limited and each individual Client. Specific commercial terms (price, scope, sites, audit dates) are completed in Schedule 1 of the executed Agreement. This template version is published for transparency and to assist prospective clients in understanding their obligations before contracting.

This Certification Agreement ("Agreement") is made between:

(1) Certification Body

TNV Global Limited, a private limited company registered in England and Wales under Companies House number 15450856, with registered office at Sabichi House, 5 Wadsworth Road, Perivale, Greenford, England, UB6 7JD ("TNV Global")

(2) Client

[Insert Client Legal Name], [Insert Registration Number], with registered office at [Insert Address] ("Client")

(each a "Party", together the "Parties").

This Agreement is published in conformance with ISO/IEC 17021-1:2015 Clause 9.5.2 (Certification documents and the agreement between the certification body and the client).

1. Definitions and Interpretation

• AIMS / EMS / QMS etc.: Refers to the management system being certified (Artificial Intelligence Management System, Environmental Management System, Quality Management System, etc.).
• Audit: Stage 1 audit, Stage 2 audit, surveillance audit, recertification audit, transfer audit, special audit, or any combination.
• Audit Team: Lead Auditor and any other auditors, technical experts, observers, or trainees TNV Global assigns to an Audit.
• Certificate: The certification document issued by TNV Global upon successful certification.
• Certification: Confirmation through Audit and Decision that the Client's management system conforms to the requirements of the relevant ISO standard.
• Certified Scope: The activities, products, services, and (where applicable) sites to which the Certificate applies, as set out in Schedule 1.
• ISO Standard: The international management system standard against which the Client is being certified, as specified in Schedule 1.
• Schedule 1: The Engagement Specification attached to and forming part of this Agreement, setting out Certified Scope, Sites, Audit Days, Fees, Audit Dates, and Authorised Signatories.

2. Scope of Services

TNV Global agrees to provide certification services in accordance with this Agreement, Schedule 1, and the following:

• ISO/IEC 17021-1:2015 — international standard for certification bodies
• UAF accreditation requirements
• IAF Mandatory Documents (MD 1 multi-site sampling, MD 4 remote audits, MD 5 audit time determination, and others as applicable)
• Specific ISO standard against which Client is being certified

Services include: Stage 1 documentation review, Stage 2 implementation audit, technical review of audit file, certification decision, certificate issuance, listing on global-aci.org, annual surveillance audits, and recertification at the end of the 3-year cycle.

3. Client Obligations

The Client agrees to:

3.1 Compliance with ISO Standard

• Establish, implement, maintain, and continually improve a management system in accordance with the ISO Standard
• Comply with all requirements of the ISO Standard at all times during the Certificate validity period
• Address all major non-conformities within agreed timeframes
• Address all minor non-conformities within agreed timeframes

3.2 Cooperation with Audits

• Provide the Audit Team with timely, complete, and accurate access to all evidence required to assess conformity (documents, records, sites, personnel, IT systems within scope)
• Make personnel available for interviews and walk-throughs at scheduled audit times
• Provide a suitable working environment (workspace, network access where remote audit is conducted, refreshments during on-site audits per local custom)
• Permit Audit Team to take notes, copies, and photographs (where appropriate and consistent with confidentiality)
• Cooperate with witness audits conducted by UAF where applicable

3.3 Information Notification

The Client shall notify TNV Global without undue delay (and in any case within 30 calendar days) of:

• Material changes to the management system, certified scope, sites, or activities
• Changes in legal or commercial structure (merger, acquisition, divestiture, restructure, insolvency)
• Significant incidents, complaints, or regulatory actions affecting the certified activities
• Major personnel changes affecting AIMS responsibilities
• Major non-conformities discovered internally
• Loss of accreditation, licensing, or regulatory authorisation needed for certified activities

3.4 Use of Marks

The Client shall comply with TNV Global's Use of Marks and Logos Policy at all times, including:

• Use marks only within the Certified Scope and during Certificate validity
• Remove marks promptly on suspension, withdrawal, expiry, or voluntary surrender
• Not make misleading claims regarding certification

3.5 Payment of Fees

The Client shall pay all Fees in accordance with Schedule 1 and TNV Global's invoicing schedule. Standard payment terms are 30 days from invoice date. Late payment may attract interest at 4% above the Bank of England base rate (or equivalent in the Client's jurisdiction).

4. TNV Global Obligations

TNV Global agrees to:

• Conduct certification activities impartially, competently, and in accordance with ISO/IEC 17021-1
• Assign appropriately qualified Audit Teams
• Notify the Client of Audit Team composition in advance, with right to object on grounds of conflict of interest
• Conduct Audits with reasonable notice (typically 5 to 30 business days)
• Provide a written Audit Report within 14 business days of Audit completion
• Make certification decisions independently within 30 business days of Audit completion
• Issue Certificates within 7 business days of positive certification decision
• Maintain the global-aci.org listing accurately
• Maintain confidentiality in accordance with our Confidentiality Policy
• Comply with applicable data protection laws in accordance with our Privacy Policy

5. Fees and Payment

Fees are set out in Schedule 1. Standard structure:

Fees are in USD. Where the Client requires invoicing in another currency, this is agreed in Schedule 1 at the prevailing rate. Travel, accommodation, and per-diem charges (for on-site audits beyond standard service area) are billed at cost in addition.

Refunds are governed by TNV Global's Refund Policy.

6. Certificate Validity and Surveillance

Certificates are valid for 3 (three) years from the date of issue, subject to:

• Successful annual surveillance audits in Year 2 and Year 3
• Continued compliance with this Agreement
• Timely closure of any non-conformities raised at any audit
• Payment of all fees due

Recertification audit at the end of Year 3 issues a new Certificate for the next 3-year cycle.

7. Changes Affecting Certification

Significant changes to the Client's management system, scope, sites, or activities may require:

• Notification to TNV Global per Section 3.3
• Scope extension audit (where additional activities are added to scope)
• Scope reduction (where activities are removed)
• Special audit (where the change creates material risk to continued conformity)
• Re-issue of the Certificate where scope or legal name changes

8. Suspension, Withdrawal, and Restoration

TNV Global's Suspension, Withdrawal, and Restoration Procedure is incorporated into this Agreement. The Client acknowledges:

• Grounds for suspension and withdrawal
• Notice of Intent procedure (right to respond before adverse decision)
• Effect on use of marks during suspension
• Restoration conditions
• Right of appeal under the Complaints and Appeals Procedure

9. Confidentiality (Mutual)

Each Party agrees:

• To maintain confidentiality of the other Party's confidential information, in accordance with TNV Global's Confidentiality Policy
• To use confidential information only for the purposes of this Agreement
• To take reasonable security measures to protect confidential information
• That confidentiality obligations survive termination of this Agreement indefinitely for trade secrets and for 5 years for other confidential information

Exceptions: information already public, independently developed, lawfully received from a third party, or required to be disclosed by law (with prior notice to the other Party where lawful).

10. Data Protection

Each Party shall comply with applicable data protection laws (UK GDPR, EU GDPR, India DPDP Act, CCPA, and others). TNV Global's processing of personal data is governed by its Privacy Policy. Where personal data is shared between the Parties, the Parties shall enter into a data processing agreement / international data transfer agreement as required.

11. Liability and Indemnification

11.1 TNV Global Liability

TNV Global's total aggregate liability under this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Client in the 12 months preceding the event giving rise to the claim.

Neither Party shall be liable for indirect, consequential, or special damages including loss of profit, loss of business, loss of reputation, loss of opportunity, or loss of data.

Nothing in this Agreement limits liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) any other liability that cannot be excluded under applicable law.

11.2 Client Indemnification

The Client shall indemnify TNV Global against all losses, damages, costs (including reasonable legal costs), and expenses arising from:

• The Client's breach of this Agreement
• The Client's misuse of certification marks
• Third-party claims relating to the Client's products, services, or operations (the Certificate covers the management system, NOT the products or services themselves)
• The Client's failure to comply with applicable laws and regulations

12. Term and Termination

12.1 Term

This Agreement commences on signature and continues until the earliest of:

• Expiry of the Certificate without recertification
• Withdrawal or voluntary surrender of the Certificate
• Termination by either Party in accordance with this Section

12.2 Termination by Either Party

Either Party may terminate this Agreement on 30 days' written notice. Where the Client terminates, the Refund Policy governs any refund of Fees. Where TNV Global terminates without cause, the Client is entitled to a proportionate refund of unperformed work.

12.3 Termination for Cause

Either Party may terminate immediately on written notice where the other Party:

• Materially breaches this Agreement and fails to remedy within 30 days of written notice
• Becomes insolvent, enters administration, or is dissolved
• Commits fraud or material misrepresentation

12.4 Effect of Termination

On termination:

• All marks must be removed by the Client per the Use of Marks Policy
• Outstanding Fees become immediately payable
• Confidentiality obligations survive
• Records are retained per applicable retention schedules

13. Force Majeure

Neither Party is in breach where performance is prevented by a Force Majeure Event as defined in the Refund Policy. Performance is suspended during the Event. If the Event continues for more than 6 months, either Party may terminate without further liability.

14. Notices

Notices under this Agreement shall be in writing and delivered by:

• Email to admin@tnvglobal.com (for TNV Global) or to the Client's nominated email in Schedule 1
• Personal delivery or recorded post to the registered office addresses

Email notice is deemed received on the next business day after sending, unless undeliverable. Postal notice is deemed received on the second business day after posting.

15. Dispute Resolution

Disputes are resolved through the following escalation:

• Step 1 — Direct discussion between authorised signatories of the Parties (30 days)
• Step 2 — Formal complaint via TNV Global's Complaints and Appeals Procedure
• Step 3 — Escalation to UAF where accreditation matters are involved
• Step 4 — Mediation (where mutually agreed; costs shared)
• Step 5 — Legal proceedings in accordance with Governing Law and Jurisdiction

16. Governing Law and Jurisdiction

This Agreement is governed by the laws of England and Wales. The Parties submit to the non-exclusive jurisdiction of the English courts. Where the Client is located in India and prefers, an alternative governing law may be specified in Schedule 1 (typically Indian law with jurisdiction of New Delhi courts).

17. General

• 17.1 Entire Agreement: This Agreement (with Schedule 1) constitutes the entire agreement between the Parties on the subject matter and supersedes all prior agreements and understandings.
• 17.2 Variation: Any variation must be in writing and signed by both Parties.
• 17.3 Severability: If any provision is held invalid, the remaining provisions remain in force.
• 17.4 No Waiver: A failure to enforce any provision does not constitute a waiver.
• 17.5 Assignment: Neither Party may assign without the other's written consent, except that TNV Global may assign to a successor entity on reorganisation.
• 17.6 No Partnership: Nothing creates a partnership, agency, or joint venture.
• 17.7 Third-Party Rights: Excludes rights under the Contracts (Rights of Third Parties) Act 1999 except where expressly granted.
• 17.8 Counterparts: May be executed in counterparts including electronic signatures.

18. Schedule 1 — Engagement Specification (Template)

To be completed and signed for each engagement:

19. Signature Block

Signed for and on behalf of TNV Global Limited:

• Name: __________________________
• Signature: __________________________
• Title: ____________________________
• Date: ____________________________

Signed for and on behalf of the Client:

• Name: __________________________
• Signature: __________________________
• Title: ____________________________
• Date: ____________________________

CLIENT NOTE: By signing this Agreement, you confirm that you have read and accept TNV Global's Privacy Policy, Cookie Policy, Refund Policy, Impartiality Statement, Confidentiality Policy, Complaints and Appeals Procedure, Suspension/Withdrawal/Restoration Procedure, and Use of Marks and Logos Policy. These documents are incorporated by reference and available at https://tnvglobal.com under the "Legal & Compliance" footer section.