Community Licence Agreement

Version 1.0 | 23 July 2026

1.  Agreement and acceptance

1.1 This Agreement begins on the Commencement Date.

1.2 The Licensee accepts this Agreement by:

a.    signing it;

b.    accepting it through an online purchasing or account process;

c.     paying the Licence Fee after receiving or being directed to this Agreement; or

d.    accessing or using the Licensed Materials after being notified that this Agreement applies.

1.3 The person accepting this Agreement for the Licensee represents that they have authority to bind the Licensee.

1.4 If there is an inconsistency between:

a.    the Schedule;

b.    any Special Conditions;

c.     the main clauses of this Agreement; and

d.    general website terms,

the documents apply in that order to the extent of the inconsistency.

2.  Definitions

In this Agreement:

Accredited Delivery means delivery connected with a nationally recognised qualification, accredited course, unit of competency or another regulated education or training program.

Authorised Facilitator means an employee, owner, officer or approved contractor of the Licensee who:

a. has been given access to the Licensed Materials by the Licensee; and
b. uses them only to deliver programs for and on behalf of the Licensee.

Authorised Organisation means the legal entity identified in the Schedule.

Business Day means a day other than a Saturday, Sunday or public holiday in the place whose law governs this Agreement.

Commencement Date means the date stated in the Schedule.

Community Delivery means non-accredited educational, cultural, recreational, creative or professional-development delivery undertaken by the Licensee.

Confidential Information means information disclosed by one Party to the other that:

a.    is identified as confidential;

b.    would reasonably be understood to be confidential; or

c.     includes non-public commercial, security, technical or customer information,

but does not include information that is lawfully public, already known without restriction, independently developed or lawfully received from another source.

Course means the comedy writing education program represented by the Licensed Materials, including its workshop, intensive, short-course and extended delivery formats.

Formal Education Program means a program delivered as part of a school qualification, higher education course, vocational qualification or another formally assessed institutional program.

Intellectual Property Rights means copyright, trade mark rights, design rights, moral rights, confidential-information rights and other intellectual-property rights, whether registered or unregistered.

Learner means a person enrolled in or participating in a program delivered by the Licensee using the Licensed Materials.

Licence Fee means the fee stated in the Schedule.

Licence Term means the Initial Term and any renewal term.

Licensed Materials means the resources described in clause 3 and any updates supplied during the Licence Term.

Permitted Use means a use expressly permitted under this Agreement.

Personal Information has the meaning given by applicable privacy law.

Restricted Materials means facilitator-only resources, answer keys, assessor guidance, marking guides, editable master files and any other resources identified as unsuitable for general learner access.

3.   Licensed Materials

3.1 The Licensed Materials may include:

a.    the Learner Guide;

b.    the Facilitator Guide;

c.     delivery schedules and course plans;

d.    complete presentation slide decks;

e.    workshop and intensive delivery resources;

f.      activities, worksheets and templates;

g.    learner assessment materials;

h.    assessor marking resources;

i.      editable files supplied by the Licensor;

j.      supporting instructions and reference materials; and

k.     updates, corrections and revised editions supplied during the Licence Term.

3.2 The Licensee receives the same complete resource package made available under the Licensor’s other standard licence levels.

3.3 This Agreement determines how the Licensed Materials may be used. Receiving a file does not grant permission to use it outside the scope of this Agreement.

3.4 The exact contents, filenames, formats and organisation of the Licensed Materials may change as the resources are updated.

3.5 The Licensor may correct, replace or withdraw a file where reasonably necessary because of:

a.    an error;

b.    a copyright or other legal concern;

c.     an accessibility concern;

d.    outdated information;

e.    a security issue; or

f.      a substantial educational or reputational concern.

3.6 Where reasonably practical, the Licensor will provide a replacement or correction for a materially withdrawn file.

4.  Grant of licence

4.1 Subject to payment of the Licence Fee and compliance with this Agreement, the Licensor grants the Licensee a:

a.    non-exclusive;

b.    non-transferable;

c.     non-sublicensable;

d.    limited; and

e.    revocable in accordance with this Agreement

licence to use the Licensed Materials during the Licence Term for the Permitted Uses.

4.2 The licence applies only to the Authorised Organisation.

4.3 The Licensee may authorise up to five Authorised Facilitators to use the Licensed Materials at any one time.

4.4 The licence permits delivery through the Licensee’s programs and at venues selected or managed by the Licensee.

4.5 The licence is not restricted to a specified number of physical venues, provided that:

a.    all delivery is undertaken for and administered by the Authorised Organisation;

b.    no other organisation receives independent access or usage rights; and

c.     no more than five Authorised Facilitators use the Licensed Materials at any one time.

4.6 The licence does not extend automatically to:

a.    a related body corporate;

b.    a subsidiary or parent entity;

c.     a separately incorporated library, centre or association;

d.    a partner organisation;

e.    a franchisee;

f.      a consortium member;

g.    a venue owner; or

h.    another legal entity.

4.7 Additional organisations may be included only through a written variation or separate licence.

5.  Permitted Community uses

5.1 During the Licence Term, the Licensee may:

a.    deliver the Course through paid, free or subsidised programs;

b.    set its own participant fees;

c.     retain all revenue generated from delivery;

d.    deliver any workshop, intensive, short-course or extended course format contained in the Licensed Materials;

e.    deliver recurring programs;

f.      operate multiple or simultaneous cohorts;

g.    use up to five Authorised Facilitators;

h.    deliver at different venues through the Licensee’s programs;

i.      print learner-facing resources for enrolled Learners;

j.      provide learner-facing resources securely to enrolled Learners;

k.     store and display resources within a closed online classroom or secure program portal;

l.      adapt the materials as permitted by clause 9;

m.  use assessment materials informally as permitted by clause 10;

n.    reproduce reasonable extracts for internal planning, funding applications and program approval;

o.    reproduce reasonable extracts in marketing for the Licensee’s own delivery of the Course; and

p.    use the materials for internal facilitator preparation.

5.2 The Licensee is not required to:

a.    report participant fees;

b.    report revenue or profit;

c.     pay royalties based on enrolments;

d.    obtain approval for its course timetable; or

e.    obtain approval for ordinary adaptations permitted under this Agreement.

5.3 The Licensee must not represent that the Licensor:

a.    has accredited the Licensee’s program;

b.    has approved the Licensee’s facilitators;

c.     endorses the Licensee or its organisation;

d.    guarantees enrolments or income; or

e.    guarantees educational or commercial outcomes,

unless the Licensor has expressly agreed to that representation in writing.

6.  Authorised Facilitators

6.1 The Licensee may nominate up to five Authorised Facilitators at any one time.

6.2 An Authorised Facilitator may be:

a.    an employee of the Licensee;

b.    an owner or officer of the Licensee;

c.     a volunteer working under the Licensee’s direction; or

d.    a contractor delivering the Course for and on behalf of the Licensee.

6.3 The Licensee must take reasonable steps to ensure that each Authorised Facilitator:

a.    understands that the Licensed Materials are protected by copyright;

b.    uses them only for the Licensee’s programs;

c.     does not use them for an independent business or another organisation;

d.    keeps Restricted Materials secure; and

e.    complies with the relevant requirements of this Agreement.

6.4 Contractors and volunteers may use the Licensed Materials only:

a.    while delivering for the Licensee;

b.    within the Licensee’s programs;

c.     under the Licensee’s responsibility; and

d.    for as long as access is reasonably required for that work.

6.5 An Authorised Facilitator does not receive an independent licence.

6.6 An Authorised Facilitator must obtain a separate licence before using the Licensed Materials:

a.    for another organisation;

b.    for their own independent commercial delivery; or

c.     after their work for the Licensee ends.

6.7 The Licensee must remove an Authorised Facilitator’s access when that person no longer requires the materials.

6.8 The Licensee may replace an Authorised Facilitator during the Licence Term, provided that no more than five facilitators are authorised at the same time.

6.9 If the Licensee requires more than five Authorised Facilitators, it must:

a.    upgrade to an Institution Licence; or

b.    obtain a written variation from the Licensor.

7.  Delivery venues and partner arrangements

7.1 The Licensee may deliver the Course at:

a.    its own premises;

b.    hired venues;

c.     council or community facilities;

d.    libraries;

e.    arts centres;

f.      festivals;

g.    partner premises; or

h.    online.

7.2 Use of another organisation’s premises does not give that organisation a licence to use the materials.

7.3 A partner organisation may:

a.    promote the Licensee’s program;

b.    provide a venue;

c.     refer participants; or

d.    provide administrative support,

without obtaining a separate licence, provided that the partner does not independently:

e.    access the complete Licensed Materials;

f.      employ its own facilitators to deliver from the materials;

g.    reproduce the materials for separate use; or

h.    operate the Course outside the Licensee’s program.

7.4 Co-delivery arrangements in which another organisation requires independent access or delivery rights require:

a.    a separate licence; or

b.    a written group or partnership arrangement approved by the Licensor.

8.  Learner access

8.1 The Licensee may provide Learners with materials reasonably required for participation in the Course.

8.2 Learner materials may be supplied through:

a.    printed copies;

b.    secure email;

c.     a closed online classroom;

d.    a password-protected learner portal;

e.    a temporary participant download area; or

f.      another controlled distribution method.

8.3 The Licensee must not knowingly provide Learners with:

a.    assessor-only guidance;

b.    confidential marking information;

c.     answer keys not intended for learners;

d.    editable master files, except where editing is required for a learner activity; or

e.    other Restricted Materials not required for participation.

8.4 Learners may retain copies lawfully provided to them for their personal educational use.

8.5 Learner access does not permit a learner to:

a.    teach from the Licensed Materials;

b.    distribute them to others;

c.     upload them publicly;

d.    use them commercially; or

e.    create or sell a competing teaching product.

8.6 The Licensee should communicate reasonable learner-use restrictions through its enrolment information, learning platform or course instructions.

9.  Adaptation and branding

9.1 The Licensee may make reasonable adaptations for its own delivery, including:

a.    replacing or adding examples;

b.    adapting activities;

c.     adjusting schedules;

d.    shortening, extending or resequencing lessons;

e.    adapting language for particular learner groups;

f.      adding local or community context;

g.    making accessibility adjustments;

h.    incorporating relevant organisational policies or information;

i.      inserting facilitator instructions; and

j.      adding the Licensee’s logo or branding.

9.2 Where the Licensee adds its branding, it must retain reasonable attribution to the Licensor.

9.3 The Licensee must not represent that the original materials were created entirely by the Licensee.

9.4 Unless otherwise approved in writing, the Licensee must retain:

a.    copyright notices;

b.    version information;

c.     acknowledgements; and

d.    notices identifying third-party material or restrictions.

9.5 Adapted materials may be used only within the scope of this Agreement.

9.6 The Licensee must not sell, license, publish or distribute an adapted version as a separate curriculum or teaching product.

9.7 The Licensee is responsible for ensuring that its adaptations:

a.    are accurate;

b.    are suitable for its learners;

c.     comply with applicable law;

d.    do not infringe third-party rights;

e.    are appropriate for the age and circumstances of participants; and

f.      do not materially misrepresent the original Course.

9.8 The Licensor is not responsible for changes introduced by the Licensee.

10.      Assessment use

10.1 The Licensee receives the learner assessment and marking resources as part of the complete package.

10.2 The Licensee may use assessment content as:

a.    practice activities;

b.    reflection tasks;

c.     portfolio prompts;

d.    informal feedback tools;

e.    optional extension activities;

f.      evidence of participation;

g.    internal completion activities; or

h.    non-accredited program evaluation.

10.3 The Licensee may issue:

a.    certificates of attendance;

b.    certificates of participation; or

c.     internally issued completion certificates,

provided they do not suggest that the Course is accredited or formally recognised when it is not.

10.4 The Community Licence does not permit the Licensee to use the Licensed Materials:

a.    as assessment for a nationally recognised qualification;

b.    as assessment for an accredited course or unit of competency;

c.     as assessment contributing to a school qualification;

d.    as assessment contributing to a higher education award; or

e.    within another formally assessed institutional program.

10.5 The Licensee must not describe the supplied assessments as accredited, validated or institutionally approved by the Licensor.

10.6 A Licensee wishing to use the materials within Formal Education or Accredited Delivery must upgrade to an Institution Licence before that use begins.

11.      Formal education restrictions

11.1 The Community Licence is intended for informal, non-accredited and community-based delivery.

11.2 It may be used for:

a.    public workshops;

b.    arts and cultural programs;

c.     library programs;

d.    council programs;

e.    youth programs;

f.      festival workshops;

g.    community education;

h.    employee development or wellbeing activities;

i.      recreational learning; and

j.      other non-accredited programs.

11.3 It may also be used for an extracurricular workshop hosted at a school, university or college where:

a.    the Licensee is an external community provider;

b.    the program does not contribute to an academic award or accredited outcome; and

c.     the educational institution does not receive independent access to the full Licensed Materials.

11.4 A school, university, college, RTO or other formal education provider purchasing the materials for its own teaching will ordinarily require an Institution Licence.

11.5 Where the intended use is unclear, the Parties should determine the correct licence based on:

a.    who controls delivery;

b.    who employs or engages the facilitators;

c.     whether the materials contribute to formal assessment; and

d.    which organisation requires continuing access.

12.      Prohibited uses

12.1 Except where expressly permitted by this Agreement or required by law, the Licensee must not:

a.    sell the Licensed Materials as standalone products;

b.    sublicense, assign or transfer the Licensed Materials;

c.     provide the complete package to another organisation;

d.    make the Licensed Materials publicly downloadable;

e.    upload complete files to a public website or unrestricted file-sharing service;

f.      remove or obscure copyright notices or ownership statements;

g.    claim authorship or ownership of the original Licensed Materials;

h.    use the Licensed Materials to create a substantially competing curriculum or resource package for sale or external licensing;

i.      distribute editable master files outside the Authorised Organisation;

j.      translate and publish the Licensed Materials for external distribution without written permission;

k.     use the materials in Formal Education or Accredited Delivery;

l.      use the Licensed Materials after expiry except as permitted by clause 20;

m.  use the Licensed Materials unlawfully; or

n.    authorise another person to do any of those things.

12.2 The Licensee must not falsely suggest an association, endorsement or partnership with the Licensor.

12.3 Nothing in this Agreement prevents the Licensee from independently creating its own original materials, provided that it does not reproduce a substantial part of the Licensed Materials or misuse the Licensor’s Confidential Information.

13.      Educational and content responsibilities

13.1 The Licensee controls and is responsible for its delivery of the Course.

13.2 The Licensee must determine:

a.    participant suitability;

b.    age appropriateness;

c.     delivery mode;

d.    facilitator suitability;

e.    supervision requirements;

f.      accessibility requirements;

g.    content warnings;

h.    safeguarding arrangements; and

i.      whether particular examples should be replaced or omitted.

13.3 Comedy may involve mature, controversial, offensive or culturally sensitive subject matter. The Licensee must exercise professional judgment when selecting, adapting and facilitating content.

13.4 The Licensee must comply with applicable obligations concerning:

a.    discrimination;

b.    harassment;

c.     child safety;

d.    workplace and participant safety;

e.    accessibility;

f.      privacy;

g.    venue requirements; and

h.    complaints handling.

13.5 The Licensee must not present opinions, adaptations or additional content created by the Licensee as the views of the Licensor.

14.      Ownership and intellectual property

14.1 The Licensor or its licensors retain all right, title and interest in:

a.    the Licensed Materials;

b.    the Course structure;

c.     original written content;

d.    slide decks;

e.    activities and templates;

f.      assessment and marking resources;

g.    original graphics and layouts;

h.    branding; and

i.      updates and revisions created by the Licensor.

14.2 No Intellectual Property Rights are transferred to the Licensee.

14.3 The licence granted under this Agreement is permission to use the materials only within its defined scope.

14.4 The Licensee retains ownership of:

a.    its pre-existing materials;

b.    its branding;

c.     original content created independently by the Licensee; and

d.    original organisational information inserted into adapted files.

14.5 Where an adaptation contains both Licensed Materials and the Licensee’s original material:

a.    each Party retains ownership of its respective material; and

b.    the combined adaptation may be used only within the scope of this Agreement.

14.6 The Licensee must notify the Licensor if it becomes aware of substantial unauthorised copying, public distribution or commercial misuse.

14.7 The Licensee is not required to undertake surveillance or enforcement activity on behalf of the Licensor.

15.      Third-party material

15.1 The Licensed Materials may refer to or contain limited third-party material, including:

a.    titles and names;

b.    quotations;

c.     screenshots or images;

d.    links;

e.    bibliographic references; and

f.      examples discussed for educational purposes.

15.2 Ownership of third-party material remains with the relevant rights holder.

15.3 A licence from the Licensor does not grant broader rights to third-party works than the Licensor is legally able to provide.

15.4 The Licensee is responsible for obtaining additional permissions or licences required because of:

a.    its adaptations;

b.    replacement examples;

c.     performances or screenings;

d.    copying beyond the supplied materials;

e.    public presentation of third-party content; or

f.      uses outside the scope contemplated by the Licensed Materials.

15.5 Links and external references may change or cease to be available.

15.6 The Licensor does not control third-party websites or services.

16.      Updates and versions

16.1 During the Licence Term, the Licensee may access updates made generally available to Community Licensees.

16.2 Updates may include:

a.    corrections;

b.    revised examples;

c.     updated references;

d.    revised formatting;

e.    new activities; and

f.      replacement files.

16.3 The Licensor does not promise that every file will be updated annually.

16.4 The Licensor may determine the timing, scope and format of updates.

16.5 The Licensee is responsible for:

a.    identifying the version it uses;

b.    determining whether an update should be adopted during a current program;

c.     retaining versions required for its records; and

d.    updating its adaptations where appropriate.

16.6 Except where required by law or expressly agreed, the Licensor is not required to support every superseded version indefinitely.

17.      Access and security

17.1 The Licensor will provide access through the method stated at purchase or otherwise notified to the Licensee.

17.2 The Licensee must use reasonable security measures to prevent unauthorised access, including where appropriate:

a.    secure account credentials;

b.    controlled staff access;

c.     closed learning systems;

d.    restrictions on public links; and

e.    removal of access when it is no longer required.

17.3 The Licensee must not knowingly share account credentials outside the Authorised Organisation.

17.4 The Licensee must notify the Licensor within a reasonable time after becoming aware that:

a.    account credentials have been compromised;

b.    files have been publicly exposed; or

c.     substantial unauthorised distribution has occurred.

17.5 The Licensor may take reasonable protective steps, including:

a.    resetting credentials;

b.    suspending a compromised link;

c.     replacing access links; and

d.    requesting removal of publicly available copies.

17.6 The Licensee is responsible for compatible software, equipment and systems.

17.7 The Licensor does not guarantee compatibility with every software version, platform or device.

18.      Fees, invoicing and GST

18.1 The Licensee must pay the Licence Fee in accordance with the Schedule.

18.2 Unless stated otherwise, amounts are exclusive of GST.

18.3 If GST is payable on a taxable supply, the recipient must pay the GST amount in addition to the stated consideration, subject to receiving a valid tax invoice where required.

18.4 The Licensee is responsible for its internal purchasing and purchase-order processes.

18.5 A purchase order does not alter this Agreement unless the Licensor expressly agrees to the variation in writing.

18.6 Terms printed on or incorporated into a purchase order do not apply merely because the Licensor accepts or refers to the order.

18.7 If an undisputed invoice remains unpaid after its due date, the Licensor may:

a.    issue a reminder;

b.    suspend new access after reasonable notice; and

c.     terminate the Agreement if the non-payment is not remedied within the period stated in a notice.

18.8 The Licensor will not suspend access over a genuinely disputed amount while the Parties are working reasonably to resolve the dispute.

19.      Renewal and upgrades

19.1 The licence expires at the end of the Licence Term unless renewed.

19.2 Renewal may occur through:

a.    a renewal invoice;

b.    a new purchase;

c.     an accepted renewal proposal;

d.    an automatic-renewal arrangement accepted by the Licensee; or

e.    another written agreement.

19.3 The Licensor may change renewal pricing by giving reasonable notice before the next term.

19.4 The Licensee is not required to renew unless it has accepted an automatic-renewal arrangement or another binding commitment.

19.5 If automatic renewal applies:

a. the renewal date and price must be communicated clearly;
b. the Licensee must have a reasonable way to cancel future renewal; and
c. cancellation applies prospectively unless law requires otherwise.

19.6 The Licensee must upgrade to an Institution Licence if it intends to:

a.    use more than five facilitators;

b.    use the materials organisation-wide within a large education provider;

c.     use the materials in Formal Education;

d.    use the materials in Accredited Delivery;

e.    use the assessments formally as part of an academic or accredited outcome; or

f.      give a separate legal entity independent access or delivery rights.

19.7 Where an upgrade occurs during the Licence Term:

a.    the Licence Fee already paid for the current term will be credited against the Institution Licence fee; and

b.    the upgraded licence will ordinarily retain the original renewal date unless otherwise agreed.

20.      Expiry

20.1 On expiry, the licence to teach, deliver, reproduce and distribute the Licensed Materials ends.

20.2 After expiry, the Licensee may retain copies only for:

a.    legal and financial records;

b.    completed participant records;

c.     organisational archives; and

d.    internal review for possible renewal.

20.3 After expiry, the Licensee must not:

a.    commence a new cohort using the materials;

b.    continue delivery to an existing cohort;

c.     distribute materials to new participants;

d.    upload materials for new delivery;

e.    provide access to new facilitators; or

f.      reuse printed resources for new delivery.

20.4 If expiry occurs during an active program, the Licensee must renew or obtain a written extension before continuing to use the Licensed Materials.

20.5 Expiry does not require the Licensee to destroy:

a.    completed learner work;

b.    attendance or completion records;

c.     financial or funding records; or

d.    archived copies required for legitimate recordkeeping,

provided the materials are not reused for delivery.

21.      Suspension and termination

21.1 Either Party may terminate this Agreement by written notice if the other Party:

a.    materially breaches the Agreement; and

b.    does not remedy the breach within 14 days after receiving notice describing the breach and required remedy.

21.2 If a breach cannot reasonably be remedied, the non-breaching Party may terminate by written notice.

21.3 The Licensor may suspend access immediately where reasonably necessary to respond to:

a.    public distribution of the Licensed Materials;

b.    resale or sublicensing;

c.     compromised security credentials;

d.    unlawful use;

e.    serious infringement of Intellectual Property Rights; or

f.      an immediate and material legal or security risk.

21.4 Where practical, the Licensor will:

a.    explain the reason for suspension;

b.    limit the suspension to what is reasonably necessary; and

c.     restore access when the issue is remedied.

21.5 Either Party may terminate immediately if the other Party becomes insolvent, enters liquidation, has an administrator appointed or ceases carrying on business, except where termination is restricted by law.

21.6 Termination does not affect rights or obligations that accrued before termination.

22.      Consequences of termination

22.1 On termination:

a.    the licence ends;

b.    the Licensee must stop teaching and distributing the Licensed Materials;

c.     the Licensee must remove active access from its systems, except for lawful archival retention; and

d.    each Party must comply with continuing confidentiality and privacy obligations.

22.2 If the Agreement is terminated because of the Licensor’s unremedied material breach, the Licensee may be entitled to:

a.    a refund for the unused portion of the Licence Term; or

b.    another remedy required by law.

22.3 If the Agreement is terminated because of the Licensee’s material breach, the Licensor is not required to refund the Licence Fee, except where required by law.

22.4 Clauses intended by their nature to continue survive expiry or termination, including clauses concerning:

a.    ownership;

b.    confidentiality;

c.     privacy;

d.    accrued payment obligations;

e.    liability;

f.      dispute resolution; and

g.    governing law.

23.      Refunds and statutory rights

23.1 Except where this Agreement or applicable law provides otherwise, Licence Fees are not refundable merely because:

a.    the Licensee changes its delivery plans;

b.    enrolments are lower than expected;

c.     the Licensee does not use all materials;

d.    funding is reduced or withdrawn;

e.    a facilitator becomes unavailable; or

f.      the Licensee decides not to proceed with a program.

23.2 Nothing in this Agreement excludes, restricts or modifies a guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified.

23.3 Where the Licensor is required to provide a remedy, the remedy will be determined in accordance with applicable law.

23.4 If the Licensor cannot provide a substantial part of the Licensed Materials for a significant period, the Parties will work reasonably to provide an appropriate remedy, which may include:

a.    restored access;

b.    replacement files;

c.     an extension;

d.    a credit;

e.    a partial refund; or

f.      termination and refund where legally required or otherwise appropriate.

24.      Warranties

24.1 Each Party warrants that:

a.    it has authority to enter into this Agreement; and

b.    it will comply with laws applicable to its obligations.

24.2 The Licensor warrants that, to the best of its knowledge:

a.    it owns or is authorised to license the original Licensed Materials; and

b.    it has not knowingly included material that it has no right to supply in the form provided.

24.3 The Licensee warrants that it will:

a.    use the Licensed Materials only within the licence scope;

b.    make its own professional decisions about delivery;

c.     obtain any necessary permissions for content it adds; and

d.    not represent the Course as accredited unless separately authorised through an appropriate formal arrangement.

24.4 Except for warranties expressly stated in this Agreement or required by law, the Licensor does not warrant that:

a.    the Licensed Materials are suitable for every organisation, group or jurisdiction;

b.    the materials will meet every funding, policy or program requirement;

c.     all links or references will remain available;

d.    the Course will produce a particular educational, financial or commercial result; or

e.    the materials will be free from every minor error.

25.      Liability

25.1 Nothing in this Agreement excludes or limits liability where exclusion or limitation is prohibited by law.

25.2 Subject to clause 25.1, neither Party is liable to the other for indirect or consequential loss, including loss of:

a.    profit;

b.    revenue;

c.     anticipated savings;

d.    opportunity;

e.    goodwill; or

f.      reputation,

except to the extent the loss arises from a matter identified in clause 25.5.

25.3 Subject to clauses 25.1 and 25.5, the Licensor’s aggregate liability arising out of or in connection with this Agreement is limited to:

a.    the Licence Fees paid or payable for the 12 months immediately preceding the event giving rise to liability;

25.4 Where a guarantee under the Australian Consumer Law applies and liability may lawfully be limited, the Licensor’s liability is limited, at the Licensor’s option, to:

a.    supplying the relevant services again; or

b.    paying the cost of having the relevant services supplied again.

25.5 The exclusions and cap in clauses 25.2 and 25.3 do not apply to the extent liability arises from:

a.    fraud or fraudulent misrepresentation;

b.    wilful misconduct;

c.     death or personal injury caused by negligence where liability cannot lawfully be limited;

d.    infringement of the other Party’s Intellectual Property Rights;

e.    breach of confidentiality;

f.      breach of applicable privacy obligations; or

g.    an obligation to pay an amount properly due under this Agreement.

25.6 Each Party must take reasonable steps to mitigate its loss.

26.      Indemnities

26.1 The Licensee indemnifies the Licensor against third-party claims, loss and reasonable costs arising directly from:

a.    an adaptation created by the Licensee;

b.    material added by the Licensee;

c.     the Licensee’s delivery or facilitation practices;

d.    the Licensee’s breach of law;

e.    unauthorised distribution by the Licensee or its Authorised Facilitators; or

f.      the Licensee’s material breach of this Agreement.

26.2 The indemnity in clause 26.1 is reduced to the extent the claim or loss was caused or contributed to by the Licensor.

26.3 The Licensor indemnifies the Licensee against a third-party claim that the unmodified original Licensed Materials supplied by the Licensor infringe Australian copyright, provided that:

a.    the Licensee promptly notifies the Licensor;

b.    the Licensee does not admit liability without consent;

c.     the Licensor controls the defence and settlement; and

d.    the Licensee provides reasonable assistance.

26.4 The indemnity in clause 26.3 does not apply to a claim arising from:

a.    the Licensee’s adaptation;

b.    material supplied or selected by the Licensee;

c.     use outside the scope of this Agreement;

d.    combination with other material where the claim would not otherwise have arisen; or

e.    continued use after the Licensor has supplied a reasonable replacement or instructed the Licensee to cease using the affected material.

26.5 If a claim under clause 26.3 is made or reasonably anticipated, the Licensor may:

a.    obtain the right for continued use;

b.    modify or replace the affected material; or

c.     terminate the affected licence and refund a reasonable proportion of the unused Licence Fee.

27.      Confidentiality

27.1 Each Party must:

a.    protect the other Party’s Confidential Information using reasonable care;

b.    use it only for this Agreement; and

c.     disclose it only to personnel and advisers who need it and are subject to confidentiality obligations.

27.2 A Party may disclose Confidential Information where required by law, court order or regulatory obligation.

27.3 Where lawful and reasonably practical, the disclosing Party should provide prior notice of a compelled disclosure.

27.4 The fact that the Licensee holds a licence is not confidential unless stated in the Schedule or agreed in writing.

27.5 The Licensor must not use the Licensee’s name or logo in public marketing, testimonials or case studies without written permission.

27.6 The Licensee must not issue a public statement implying endorsement or partnership without written permission.

28.      Privacy

28.1 Each Party must comply with privacy and data-protection laws that apply to it.

28.2 The Licensor may collect and use business contact and account information for:

a.    administering the licence;

b.    providing access;

c.     invoicing and payment;

d.    customer support;

e.    security;

f.      renewal notices; and

g.    updates and service communications.

28.3 The Licensor will handle Personal Information in accordance with its privacy policy and applicable law.

28.4 The Licensee must not provide unnecessary learner Personal Information to the Licensor.

28.5 Unless separately agreed, the Licensor does not provide:

a.    learner enrolment management;

b.    assessment submission services;

c.     participant records management; or

d.    learner-data storage.

28.6 If the Parties agree that the Licensor will process learner data on the Licensee’s behalf, they may enter into additional privacy or data-processing terms.

28.7 Each Party must take reasonable steps to protect Personal Information against misuse, interference, loss and unauthorised access, modification or disclosure.

28.8 Each Party must notify the other without unreasonable delay if it becomes aware of a data incident materially affecting information supplied under this Agreement and requiring the other Party’s action.

29.      Accessibility

29.1 The Licensor aims to provide resources that are usable and adaptable across a range of delivery contexts.

29.2 Unless expressly warranted in the Schedule, the Licensor does not represent that every file has been independently audited against every accessibility standard.

29.3 The Licensee may make accessibility adaptations under clause 9.

29.4 The Licensee is responsible for:

a.    identifying participant needs;

b.    providing reasonable adjustments;

c.     testing materials in its chosen systems; and

d.    meeting accessibility obligations applicable to its delivery.

29.5 The Licensee may report accessibility problems to the Licensor, and the Licensor will consider reasonable corrections through its update process.

30.      Support

30.1 The Licence Fee includes reasonable standard support relating to:

a.    account access;

b.    file access;

c.     identification of current files;

d.    clarification of licence permissions; and

e.    reporting apparent file errors.

30.2 Unless separately purchased, the Licence Fee does not include:

a.    curriculum consultancy;

b.    facilitator training;

c.     course customisation;

d.    assessment validation;

e.    compliance or accreditation advice;

f.      legal advice;

g.    learning-platform implementation;

h.    custom file conversion; or

i.      ongoing instructional-design services.

30.3 Support availability, communication channels and ordinary business hours may be published separately.

31.      Publicity and feedback

31.1 The Licensor may request feedback, testimonials or participation in a case study, but the Licensee is not required to agree unless stated in the Schedule.

31.2 The Licensor must obtain written approval before publishing:

a.    the Licensee’s name;

b.    the Licensee’s logo;

c.     a testimonial attributed to the Licensee; or

d.    identifiable delivery results.

31.3 The Licensee may provide suggestions and feedback.

31.4 Unless otherwise agreed:

a.    the Licensor may use non-confidential suggestions to improve the Licensed Materials; and

b.    providing feedback does not transfer ownership of the Licensee’s pre-existing material or confidential organisational content.

32.      Dispute resolution

32.1 A Party claiming that a dispute has arisen must give the other Party written notice describing:

a.    the issue;

b.    the relevant facts; and

c.     the outcome sought.

32.2 Within 10 Business Days after the notice, representatives of the Parties with authority to resolve the dispute must attempt in good faith to resolve it.

32.3 If the dispute is not resolved within 20 Business Days after the initial notice, either Party may propose mediation.

32.4 Unless urgent relief is required, the Parties should attempt mediation before commencing court proceedings.

32.5 Mediation will be conducted:

a.    in the capital city of the governing jurisdiction;

b.    online; or

c.     at another agreed location,

using a mediator agreed by the Parties.

32.6 The Parties will share the mediator’s fees equally unless otherwise agreed.

32.7 Nothing in this clause prevents a Party from seeking:

a.    urgent interlocutory relief;

b.    an injunction to protect Intellectual Property Rights or Confidential Information;

c.     recovery of an undisputed debt; or

d.    another remedy that cannot reasonably await completion of the process.

33.      Notices

33.1 A notice under this Agreement must be in writing and sent to the contact details in the Schedule or updated details notified in writing.

33.2 A notice may be delivered by:

a.    email;

b.    prepaid post; or

c.     hand delivery.

33.3 An email notice is taken to be received:

a.    when the sender’s system records successful transmission, if sent before 5.00 pm on a Business Day; or

b.    on the next Business Day if sent after that time,

unless the sender receives an automated failure notice.

33.4 A notice of breach, suspension or termination should be sent to the primary contract contact and any additional legal or administrative contact identified by the Licensee.

34.      General provisions

34.1 Independent contractors: The Parties are independent contractors. This Agreement does not create a partnership, employment relationship, agency, fiduciary relationship, franchise or joint venture.

34.2 Assignment by Licensee: The Licensee must not assign or transfer this Agreement without the Licensor’s prior written consent, which must not be unreasonably withheld in connection with a genuine restructure or transfer of substantially all relevant operations.

34.3 Assignment by Licensor: The Licensor may assign this Agreement as part of a sale, restructure or transfer of the relevant business or intellectual property, provided the assignment does not materially reduce the Licensee’s rights during the current Licence Term.

34.4 Subcontracting: The Licensor may use service providers to host, administer or support access, but remains responsible for its obligations under this Agreement.

34.5 Force majeure: Neither Party is liable for delay caused by an event beyond its reasonable control, except for payment obligations already due. The affected Party must notify the other and take reasonable steps to reduce the effect of the event.

34.6 Variation: A variation must be agreed in writing by authorised representatives of both Parties. A website update does not retrospectively change an existing fixed-term licence unless required by law or accepted by the Licensee.

34.7 Waiver: Failure or delay in exercising a right is not a waiver.

34.8 Severability: If a provision is invalid or unenforceable, it is to be read down to the extent necessary. If it cannot be read down, it is severed without affecting the remaining provisions.

34.9 Entire agreement: This Agreement, including its Schedule and accepted Special Conditions, records the entire agreement about its subject matter and replaces prior discussions and representations, except for rights arising from misleading or fraudulent conduct that cannot lawfully be excluded.

34.10 Further assurances: Each Party must do anything reasonably necessary to give effect to this Agreement.

34.11 Counterparts: This Agreement may be signed in counterparts.

34.12 Electronic execution: The Parties may execute and accept this Agreement electronically to the extent permitted by law.

34.13 Interpretation: Headings are for convenience. The singular includes the plural. “Including” does not limit the words preceding it. A reference to legislation includes amendments and replacements.

35.      Governing law and jurisdiction

35.1 This Agreement is governed by the laws of the State or Territory stated in the Schedule.

35.2 Subject to clause 32, the Parties submit to the non-exclusive jurisdiction of the courts of that State or Territory and courts entitled to hear appeals from them.