Commercial Use

1. Definitions

Confidential Information means information that:

(i) is by its nature confidential;

(ii) is designated in writing by us as confidential;

(iii) you know or reasonably ought to know is confidential; and

(iv) contains in it or is related to any Intellectual Property Rights.

Intellectual Property Rights means all rights in and to any copyright, trademark, trading name, design, patent, know-how (trade secrets), and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field, and any application or right to apply for registration of any of these rights, and any right to protect or enforce any of these rights, as further specified below.

Government Entity means any national, state, territory, provincial or local government body, government department, ministry, regulatory authority, statutory body, or instrumentality, or any body established by or under legislation in any jurisdiction.

Accreditation Body means a nationally or internationally recognized conformity assessment accreditation body, including but not limited to JAS-ANZ (Joint Accreditation System of Australia and New Zealand), UKAS (United Kingdom Accreditation Service), ANAB (ANSI National Accreditation Board) and RvA (Raad voor Accreditatie, the Netherlands), or any equivalent nationally or internationally recognized accreditation authority that is a signatory to the International Accreditation Forum (IAF) Multilateral Recognition Arrangement (MLA).

Government Scheme means a certification scheme, conformity assessment programme, regulatory framework, policy or trust mark programme developed or administered by a Government Entity that incorporates, references or is built upon the Document's framework, standards, tier structure and/or methodology.

Technical Support Specialist means a technical support specialist, Managed Service Provider (MSP), or IT specialist engaged to provide regular and reliable assistance in managing an organization's day-to-day IT-related cyber security requirements, including assistance in implementing the requirements of the Document, consistent with control 1.1.0.0 of the Document.

Client means, in relation to you where you are a Technical Support Specialist, an organization that has, at the relevant time, named you as its Technical Support Specialist in its then-current certification, or application for certification, against the Document. An organization stops being your Client immediately and automatically if that certification or application is updated to no longer name you, or to name a different Technical Support Specialist, or if it lapses, expires, is withdrawn or is not renewed, in each case without the need for any further notice from either party.

2. Use of Document and Licence by You

(a) We will provide a copy of the Document to you in accordance with this Agreement.

(b) You must pay for the Document and this licence via your Mission Membership, your Authorized Partner Programme membership, or by direct payment via our website at https://dsi.org. If you do not pay, or if your payment is refunded or charged-back, this Agreement has no effect, and you will not be authorized to use the Document.

(c) You have the right to use the Document only as set out in this Agreement.

(d) Where you hold this licence by virtue of your Mission Membership or Authorized Partner Programme membership, this Agreement supplements, and does not reduce, your rights under the DSI Mission Membership Terms or DSI Authorized Partner Programme Terms (as applicable); in the event of any inconsistency between this Agreement and those Terms in relation to your rights as a Mission Supporter or Authorized Partner, those Terms prevail.

3. Intellectual Property Rights

(a) We own the Intellectual Property Rights in the Document.

(b) Nothing in this Agreement transfers any Intellectual Property Rights to you.

(c) You agree that breach of clause 3, 4 or 5 of this Agreement may cause irreparable harm to us and shall entitle us, in addition to any other legal remedies available, the right to seek injunctive relief.

4. Licensing

(a) We hereby grant a non-exclusive licence to your organization (which, for the avoidance of doubt, includes any Government Entity), to use the Document for your business or governmental use and for the limited commercial uses set out in this clause 4. For the avoidance of doubt, your employees and contractors are authorized users of the Document under this licence; they do not hold a separate licence in their own right, and their right to access or use the Document ceases when their employment or engagement with you ends, or when this Agreement ends, whichever is earlier.

(b) Any of your employees or contractors may use the Document for your internal business purposes.

(c) You may print and copy the Document.

(d) You may post the Document on your Intranet, including in services such as SharePoint, Jira, Google Drive and the like within the boundaries of your business’s or your department’s internally accessible network.

(e) You may embed or display the Document’s tier structure, workflows and/or logics into your customer facing communications, tools, platforms and/or websites (your “Customer Facing Platforms”), provided you attribute SMB1001 to DSI as its custodian, state the version of the Document used, and do not present SMB1001 in a way that misrepresents its content, scope or coverage.

(f) Where you are engaged by your customers as a Technical Support Specialist, you may support your customers’ journeys towards certification readiness.

(g) You must protect the Document (and all information within it) such that your customers or any other third party cannot view, access or download the full Document independently through your Customer Facing Platforms.

(h) You must not sell or rent the Document.

(i) You must not distribute or provide the Document to any person outside of your business, except as expressly permitted under clause 4(r) where you are a Government Entity.

(j) You are not allowed to issue certification for the Document.

(k) We may watermark your copy of the Document with your name and/or a licence ID number identifying you as the holder of this licence.

(l) You may create adaptations or derivative works of or based on the Document only if prior written permission has been granted by us, signed by an authorized representative of DSI.

(m) This licence is personal to you and cannot be transferred or sub-licensed, except as expressly permitted under clause 4(r).

(n) You must ensure that each employee or contractor who has access to the Document is aware of this Agreement. You are responsible for your employees and contractors complying with this Agreement.

(o) This Agreement covers exactly the following version(s) of the Document, each a “Licensed Release”: (i) the version of the Document that is publicly current as of the date you accept this Agreement by clicking "I Accept", completing your purchase, or downloading the Document (your “Acceptance Date”); and (ii) where your Acceptance Date falls between 1 September and 31 December, the following year’s annual update, made available to you ahead of its 1 January public release under the early-access arrangement described in this clause 4(o). We make each year’s annual update available on this early-access basis from 1 September, four months ahead of its 1 January public release. This Agreement is a one-time grant: it does not cover, and this licence does not extend to, any annual update to the Document published after the Licensed Release(s) referred to in this clause 4(o), regardless of how long after your Acceptance Date that update is published and regardless of whether this Agreement otherwise remains in force. If you wish to use a later annual update, you must separately obtain it and accept the then-current version of this Agreement (or, where eligible, obtain it through a Mission Membership or Authorized Partner Programme membership, under which future annual releases are licensed on the terms of those Terms).

(p) From time to time, you may send us suggestions, materials, information, ideas or concepts relating to the Document (“Ideas”). We thank you for your ideas. You hereby grant us a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) to use such Ideas as we see fit, without payment of a fee. Without limiting the foregoing, no Idea will be subject to any confidentiality obligation.

(q) You have no right to use our trademarks or brands unless explicitly provided for in a separate trademark licence agreement.

(r) Government Entity Use. Notwithstanding clauses 4(h), 4(i) and 4(m), where you are a Government Entity, in addition to the other rights granted in this clause 4, you may:

(i) incorporate or reference the Document’s framework, standards, tier structure and/or methodology within a Government Scheme;

(ii) share the Document, or relevant excerpts of the Document, with Accreditation Bodies solely for the purpose of enabling those bodies to administer, assess, recognize or accredit compliance under a Government Scheme that references or incorporates the Document;

(iii) permit other government departments, agencies or instrumentalities within your jurisdiction to access the Document solely for the purpose of developing, implementing, participating in or administering a Government Scheme, provided that any such access and use is subject to restrictions no less stringent than those that apply to you under this Agreement; and

(iv) reference or align the Document with internationally recognized digital skills or competency frameworks, including SFIA: The Global Digital Skills Standard, where relevant to the implementation or administration of a Government Scheme.

For the avoidance of doubt, this clause 4(r) does not: (A) permit any Government Entity or Accreditation Body to issue certification under the Document without our prior written consent; or (B) authorize the modification or creation of derivative works based on the Document, except as permitted under clause 4(l).

(s) Note: smaller-scale use. If you have three (3) or fewer Clients, you do not need to hold this Agreement to exercise rights equivalent to clauses 4(e) and 4(f); those rights are instead available to you free of charge under our Standard Licence (available at dsi.org/licence-agreement). Once you have more than three (3) Clients, you must hold this Agreement (or a Mission Membership or Authorized Partner Programme membership) in order to exercise the rights in clauses 4(e) and 4(f); the Standard Licence no longer covers that activity for you.

5. Confidentiality

(a) You may not use, disclose or make available to any third party our Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.

(b) You must hold our Confidential Information secure and in confidence, except to the extent that such Confidential Information:

(i) is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or

(ii) was approved for release in writing by us, but only to the extent of and subject to such conditions as may be imposed in such written authorization.

(c) Pre-release materials. Where you receive a Licensed Release under clause 4(o) ahead of its 1 January public release, that Licensed Release is confidential until we release it publicly. You may use it within your organization to prepare for the annual update; you may not disclose it externally, including via your Customer Facing Platforms under clause 4(e), or use it for any other purpose, until we have released it publicly.

6. Termination

(a) Without prejudice to our other rights, we may terminate this Agreement and the licence granted to you in this Agreement, at any time and with immediate effect upon written notice to you if you fail to comply with this Agreement.

(b) Where this Agreement ends because we terminate it under clause 6(a), or because your Mission Membership or Authorized Partner Programme membership ends for material breach or under the Ethical Conduct/Reputation or Sanctions provisions of the applicable Terms, you must delete any electronic or paper copies of the Document and cease use of the Document, including any Licensed Release already provided to you.

(c) In those circumstances, your right to use the Document, including any Licensed Release already provided to you, ceases immediately.

(d) Where this Agreement is terminated, the parties agree that the terms set out in clause 3 (Intellectual Property Rights), clause 4 (Licensing), clause 5 (Confidentiality), clause 6 (Termination), clause 7 (Disclaimer), clause 8 (Limitations) and clause 9 (General) will survive the Agreement and continue to be binding.

(e) Where you hold this licence by virtue of your Mission Membership or Authorized Partner Programme membership, this Agreement terminates automatically, and on the same basis, as that status ends under the DSI Mission Membership Terms or DSI Authorized Partner Programme Terms (as applicable); this clause 6 does not otherwise apply to you separately while that status remains current.

(f) Survival of Licensed Releases. Where this Agreement ends for any reason other than those described in clause 6(b), your rights under this licence in respect of each Licensed Release already provided to you while this Agreement was current continue on the terms of this Agreement; what ends is your entitlement to receive any further Licensed Release.

7. Disclaimer

(a) You acknowledge that computer security and cyber security is never guaranteed, and that no workable system can be fully secure.

(b) We do not guarantee that use of the Document will make any system or organization fully secure.

(c) You should implement a range of measures to deal with security. The Document should not be your only security measure.

(d) The Document is provided at a “point in time”. Because security threats evolve, what is good security today may not be sufficient tomorrow.

(e) We do not guarantee that use of the Document will prevent you from being affected by any security breach or cyberattack.

8. Limitations

(a) In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and this Agreement does not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of this Agreement.

(b) If you accept this Agreement in Australia, nothing in this Agreement should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)) (ACL).

(c) Subject to clause 8(a) (Consumer Law Rights), we provide the Document strictly on an “as-is” and “as available” basis. To the maximum extent permitted by law, we exclude all warranties, terms, conditions or undertakings whether express or implied, statutory or otherwise regarding the Document, including that the Document is error-free, accurate, fit for any particular purpose or will meet your requirements.

(d) To the maximum extent permitted by law, our liability to you is limited to the amount that you paid to us for this licence to use the Document (or, where you hold this licence by virtue of your Mission Membership or Authorized Partner Programme membership, the Annual Contribution or Annual Fee paid for that membership in the 12 months before the event giving rise to liability occurred).

(e) Notwithstanding any other clause of this Agreement, to the extent permitted by law, we exclude all liability, including in tort (including negligence), contract and otherwise, for any loss of or damage to data, loss of profits, loss of revenue, loss of privacy, damage to reputation and goodwill, and loss of business, and any consequential, indirect or special loss or damage.

(f) Our liability under this Agreement will be reduced proportionally to the extent to which any loss was caused or contributed to by any negligence or other wrongful act or omission of you, your employees, or contractors.

9. General

(a) This Agreement contains the entire agreement between the parties with respect to its subject matter.

(b) Any notice you send to us must be sent to support@dsi.org. Any notice we send to you will be sent to the email address you provided when purchasing the Document. Notices are deemed received on the date sent if sent by email during business hours, or on the next business day if sent outside business hours.

(c) We may amend this Agreement at any time by updating the terms on our website at https://dsi.org/licence-agreement-commercial. Any amendments will be effective from the date specified on the cover page of this Agreement. We will provide you with written notice of any material amendments. Your continued use of the Document after we publish amended terms constitutes your acceptance of those amendments. If you do not agree to any material amendments, you must cease using the Document, and if you have paid for the Document within the previous 30 days, you may contact us in writing to request a pro-rata refund. This clause 9(c) does not apply to you if you hold this licence by virtue of your Mission Membership or Authorized Partner Programme membership; amendments affecting your rights under this Agreement are instead governed by the amendment provisions of the DSI Mission Membership Terms or DSI Authorized Partner Programme Terms (as applicable).

(d) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.

(e) This Agreement, and to the extent permitted by law all related matters including non-contractual matters, shall be governed in all respects by the law and statutes of the State of Queensland and the Commonwealth of Australia. The jurisdiction for any action hereunder shall be the courts for the State of Queensland, Australia. In relation to such matters each party irrevocably accepts the exclusive jurisdiction of the courts of the State of Queensland, Australia and the Federal Court of Australia and waives any right to object to the venue on any ground.

(f) Neither we nor you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to attempt to resolve the Dispute, and in any event not less than 30 days must elapse from the date one party notifies the other of the Dispute before either party commences court proceedings.

(g) Nothing in this clause 9 will operate to prevent either party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

(h) Relationship. Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture, partnership, or fiduciary duty between us and you. Unless expressly stated in this Agreement, neither party may act as agent of, or in any way bind, the other to any obligation.