Licence Agreement

QMSG-DOC-04 · Version 2.1

Important Notice

This Licence Agreement (the “Agreement”) is a legal agreement between you, the Customer, and Natasha Duvenage trading as QMSG (“QMSG”), the provider of the QMSG ISO 9001:2026 SME Implementation Toolkit (the “Toolkit”). Please read it carefully before using the Toolkit.

1. Purpose of this Licence

This Agreement governs your right to use the Toolkit. It explains the two licence types available — the Business Licence and the Consultant Licence — what each allows you to do and not do, the rights that remain with QMSG, and the terms on which the Toolkit is supplied. By purchasing, downloading, installing or using the Toolkit, you agree to be bound by the terms of this Agreement.

2. Definitions

In this Agreement, the following words have the meanings shown below:

Toolkit means the QMSG ISO 9001:2026 SME Implementation Toolkit, including all manuals, policies, procedures, work instructions, registers, forms, templates, guides and supporting documentation supplied with it, in any format.

Licence means the right to use the Toolkit granted to you under this Agreement. It is either a Business Licence or a Consultant Licence, depending on the licence type you purchased.

Business Licence means the licence described in Section 4, for one organisation to implement and maintain its own Quality Management System.

Consultant Licence means the licence described in Section 5, for one consultancy to use the Toolkit to implement Quality Management Systems for its Clients.

Customer means the individual or organisation that purchased the Licence and accepted this Agreement.

Licensed Organisation means the single legal entity entitled to use the Toolkit under a Business Licence, identified as set out in Section 3.

Licensed Consultancy means the single consultancy or business entity entitled to use the Toolkit under a Consultant Licence, identified as set out in Section 3, together with its owners, employees and other personnel authorised to act on its behalf.

Client means an organisation for which the Licensed Consultancy provides Quality Management System implementation or related services.

Implemented QMS Documents means the documents, forms, registers, templates and records that have been customised for, and form part of, the Quality Management System of one particular organisation, whether completed or left blank for that organisation’s future use.

Toolkit Source Package means the Toolkit as supplied by QMSG, or any complete or substantial set of its documents in a general, reusable form that is not tied to one particular organisation’s Quality Management System, whether or not it has been modified or rebranded.

Documentation means the written materials, instructions and guidance provided as part of the Toolkit.

Updates means any corrections, revisions, improvements or new releases of the Toolkit within the same Product Generation that QMSG makes available.

Product Generation means all versions of the Toolkit that share the same major version number. For example, Versions 2.0, 2.1 and 2.2 belong to the Version 2 Product Generation; Version 3.0 would begin a new Product Generation.

Intellectual Property means all copyright, design rights, trade marks, know-how and other rights in the Toolkit and its contents, wherever these rights exist in the world.

3. Grant of Licence

In return for payment of the applicable fee, QMSG grants you a non-exclusive, non-transferable Licence to use the Toolkit in accordance with this Agreement. Your Licence is the licence type you purchased — a Business Licence or a Consultant Licence — as shown in your order.

Your Licence is a one-time purchase. It is perpetual for the version of the Toolkit you purchased and for any Updates you receive under Section 9. This means it does not expire, provided you continue to comply with this Agreement, and it can end only as set out in Section 12.

The Licence is issued to the organisation identified as the purchaser in your order. If you are buying on behalf of a different organisation, you must make sure that organisation is identified in your order, or confirm its name to QMSG in writing using the details in Section 14, so that QMSG’s records show the correct Licensed Organisation or Licensed Consultancy.

The purchase does not transfer ownership of the Toolkit or any Intellectual Property rights to the Customer. Ownership of the Toolkit and all Intellectual Property in it remains at all times with QMSG.

4. Business Licence

A Business Licence is for one organisation to implement and maintain its own Quality Management System. It allows the Licensed Organisation to:

• Use the Toolkit within that one legal entity, including at all of its own sites and locations.
• Allow an unlimited number of its own internal users to use the Toolkit.
• Customise the Toolkit to create its own Implemented QMS Documents, including applying its own name, logo and document identity to its operational QMS documents (see Section 6).
• Engage employees, contractors or external consultants to help implement and maintain its Quality Management System, provided they act only on the Licensed Organisation’s behalf and for its Quality Management System, and do not acquire any right to use the Toolkit for themselves or for anyone else.
• Provide or show its Implemented QMS Documents to certification bodies, external auditors, regulators, customers, suppliers, professional advisers and other legitimate stakeholders where reasonably required for normal Quality Management System or business purposes.

The Business Licence does not allow the Licensed Organisation to:

• Use the Toolkit to implement a Quality Management System for any other organisation, including clients and any parent, subsidiary, sister, affiliated or other related company. Each separate legal entity needs its own Licence, even where the entities form part of the same group.
• Sell or sublicense the Toolkit.
• Provide the Toolkit Source Package to anyone else, other than to people helping it on its own behalf as described above.

The general restrictions in Section 7 also apply. If you want to use the Toolkit for clients, a Consultant Licence is required (see Section 5).

5. Consultant Licence

A Consultant Licence is for one consultancy or business entity, the Licensed Consultancy, that wishes to use the Toolkit to implement Quality Management Systems for its Clients. It may be used by the Licensed Consultancy’s owners, employees and other personnel authorised to act on its behalf, for the Licensed Consultancy’s work only. There is no limit on the number of Clients while the Licence remains valid. The Consultant Licence allows the Licensed Consultancy to:

• Use the Toolkit within its own business and as an implementation framework for its Clients.
• Customise the Toolkit to create Implemented QMS Documents for each individual Client, including applying the Client’s name, logo and document identity (see Section 6).
• Provide each Client with the editable documents, forms, registers, templates and other materials reasonably required for that Client’s own implemented Quality Management System, including blank forms and registers the Client needs to operate its system.
• Allow each Client to keep and continue using its Implemented QMS Documents for its own Quality Management System, including after the consultancy engagement or the Consultant Licence ends.

The Consultant Licence does not allow the Licensed Consultancy to:

• Provide or redistribute the Toolkit Source Package to any Client or other person, or supply it as a standalone product.
• Sell copies of the Toolkit, or sublicense it.
• Rebrand the Toolkit, or any substantial reusable part of it, as the Licensed Consultancy’s own commercial product, template library or toolkit.
• Provide the Toolkit to another consultant or consultancy so that they can use it independently for their own clients.

A Client’s right to use its Implemented QMS Documents is limited to operating and maintaining that Client’s own Quality Management System. It does not give the Client any right to use the Toolkit for any other organisation or to pass it on to anyone else. The general restrictions in Section 7 also apply.

A Business Licence holder may upgrade to a Consultant Licence by purchasing an upgrade on QMSG’s commercial upgrade terms in force at the time. Please contact QMSG using the details in Section 14.

6. Implemented QMS Documents and Branding

This Agreement distinguishes between an organisation’s own Implemented QMS Documents and the underlying, reusable Toolkit Source Package. An organisation may use, show and share its own Implemented QMS Documents as described in Sections 4 and 5. The Toolkit Source Package may not be redistributed, sold or published except as this Agreement allows.

A Licensed Organisation, or a Client of a Licensed Consultancy, may also publish or otherwise make publicly available its own Implemented QMS Documents, or information drawn from them, such as its Quality Policy or quality commitments, where this is reasonably required or appropriate for its business or Quality Management System purposes. This does not permit publication of the Toolkit Source Package, of reusable or blank QMSG templates, or of any substantial reusable portion of the Toolkit.

When the Toolkit is customised into Implemented QMS Documents, the QMSG headers, footers, document codes and branding on operational QMS documents — such as the manual, policy, procedures, work instructions, forms and registers — may be replaced with the name, logo and document identity of the organisation whose Quality Management System they form part of. Those documents do not need to display QMSG branding.

This permission does not apply to this Licence Agreement, the Terms & Conditions, the Copyright Notice or any other product document that identifies QMSG’s ownership of the Toolkit or the terms of the Licence. Those documents, and any copyright, trade mark or ownership notice in the Toolkit Source Package, must not be removed or altered in a way that suggests anyone other than QMSG owns the underlying Toolkit.

7. General Restrictions

The following restrictions apply to every Licence, in addition to the specific limits in Sections 4 and 5. Except as this Agreement expressly allows, you may not:

• Sell, resell or sublicense the Toolkit Source Package or any copy of the Toolkit.
• Redistribute the Toolkit Source Package to any other person or organisation.
• Make the Toolkit publicly available, including by uploading it to any website, file-sharing service or public repository.
• Upload the Toolkit to any artificial intelligence platform or service for redistribution or commercial training purposes.
• Remove, alter or obscure any copyright, trade mark or ownership notice, except where Section 6 allows the branding of Implemented QMS Documents to be changed.
• Claim authorship or ownership of the Toolkit or of the underlying QMSG content in any document.
• Sell modified, customised or rebranded versions of the Toolkit as a product, template pack or document library.
• Systematically extract, reproduce or use substantial portions of the Toolkit to create competing products, template libraries or commercial documentation.

8. Intellectual Property

All templates, layouts, wording, structure, forms, registers, manuals, procedures, work instructions, implementation guides and supporting documentation in the Toolkit remain the exclusive Intellectual Property of QMSG. Nothing in this Agreement transfers any Intellectual Property to you. You may customise the Toolkit as permitted under your Licence, but the QMSG content within any customised or Implemented QMS Documents remains subject to the Intellectual Property rights of QMSG. Information that an organisation adds about its own business remains its own. ISO standards, including ISO 9001:2026, are published by ISO and remain its property. They are not supplied with the Toolkit, and nothing in this Agreement grants any right in them.

9. Updates

A valid Licence includes any Updates that QMSG releases within the same Product Generation as the version you purchased, subject to their availability. QMSG does not promise any particular update frequency or release schedule. A new Product Generation, such as Version 3.0, is not automatically included and may require a separate purchase or upgrade. This Agreement applies to any Updates you receive in the same way that it applies to the original Toolkit, unless an Update is supplied with its own separate terms.

10. Warranty Disclaimer

The Toolkit is supplied “as is”. QMSG has prepared the Toolkit with care and to a professional standard, but the successful implementation of a Quality Management System depends on how the Toolkit is customised, applied and maintained by the Customer.

QMSG does not guarantee any particular outcome from using the Toolkit and does not guarantee that use of the Toolkit will establish conformity with, or result in certification to, ISO 9001:2026 or any other standard. Conformity and certification depend on many factors, including how the Toolkit is implemented and how the organisation operates in practice, which are within the Customer’s control, and the independent assessment of any certification body the Customer chooses to use. QMSG is independent of ISO and is not a certification body, and the Toolkit is not issued, approved, endorsed or certified by ISO.

11. Limitation of Liability

To the maximum extent permitted by law, the total liability of QMSG to you arising out of or in connection with this Agreement or your use of the Toolkit is limited to the amount you paid for the Toolkit. To the maximum extent permitted by law, QMSG is not liable for any indirect, incidental or consequential loss, or for any loss of profit, revenue, data or business, arising out of or in connection with your use of the Toolkit. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.

12. Termination

QMSG may terminate your Licence if you materially breach this Agreement. If your Licence is terminated, you must stop using the Toolkit Source Package and delete or destroy all copies of it in your possession or control. Termination does not affect any rights or obligations that arose before it, or any other remedy available to QMSG.

Termination stops further use of the underlying Toolkit. It does not require a Quality Management System that was legitimately implemented before termination to be dismantled. A Client may continue to use Implemented QMS Documents properly supplied to it under a Consultant Licence for its own Quality Management System, provided the Client did not take part in the breach. A Licensed Organisation may continue to use, for its own Quality Management System only, the Implemented QMS Documents it legitimately created before termination. These continuing rights belong only to the Client or Licensed Organisation concerned. After termination, the former licensee may not use the Toolkit, or any Implemented QMS Documents it retains, to create or supply documents for any other organisation.

13. Governing Law

This Agreement is governed by the laws of South Africa, where QMSG is based, and any disputes will be subject to the courts of South Africa. Nothing in this Agreement removes or limits any mandatory consumer rights that apply to you under the law of the country in which you live, including any right to bring proceedings there, where those rights cannot lawfully be excluded.

Country

South Africa

Jurisdiction

Courts of South Africa

14. Contact Details

If you have any questions about this Agreement, or wish to upgrade from a Business Licence to a Consultant Licence, please contact QMSG using the details below.

Business Name

Natasha Duvenage trading as QMSG

Website

https://qmsgsystems.com

Email

admin@qmsgsystems.com

15. Entire Agreement

This Agreement and the Terms & Conditions (QMSG-DOC-05) together form the entire agreement between you and QMSG relating to the Toolkit, and replace any earlier agreements, statements or understandings relating to it. If they conflict on licence scope, permitted or prohibited use, restrictions, the use of intellectual property, or Business Licence or Consultant Licence rights, this Agreement applies. If any part of this Agreement is found to be unenforceable, the rest of the Agreement will continue to apply.

16. Acceptance

By downloading, installing or using the Toolkit, you confirm that you have read and understood this Agreement and agree to be bound by it. If you do not agree to this Agreement, you must not use the Toolkit.