Independent 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 If the Licensee purchases the licence through a business, the person accepting this Agreement represents that they have authority to bind that business.

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 the individual named in the Schedule who is personally permitted to access, adapt and teach from the Licensed Materials.

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 or creative delivery.

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, technical, security 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 amount stated in the Schedule.

Licence Term means the Initial Term and any renewal term.

Licensed Business means the sole-trader business, small owner-operated business or other trading identity identified in the Schedule, if applicable.

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 or possessing 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 is personal to the Authorised Facilitator and, where applicable, their Licensed Business.

4.3 Only one person may act as the Authorised Facilitator under this licence.

4.4 The Authorised Facilitator may use the Licensed Materials personally to prepare, promote and deliver the Course.

4.5 The licence is not restricted to one physical venue. The Authorised Facilitator may deliver at:

a. their own premises;

b. hired rooms;

c. comedy clubs;

d. libraries;

e. arts centres;

f. community facilities;

g. festivals;

h. partner premises;

i. client premises; or

j. online,

provided that the Course remains the Authorised Facilitator’s delivery and no other person or organisation receives independent rights to use the Licensed Materials.

4.6 The licence does not extend to:

a. an employee;

b. a subcontractor;

c. another trainer or facilitator;

d. a business partner;

e. a volunteer facilitator;

f. a venue owner;

g. a client organisation;

h. a partner organisation; or

i. another legal entity.

4.7 Another person may provide administrative, technical or venue support without becoming an Authorised Facilitator, provided that person does not independently access, adapt or teach from the Licensed Materials.

4.8 If more than one person will teach or facilitate from the Licensed Materials, the Licensee must obtain a Community Licence or another written permission from the Licensor.

5. Permitted Independent uses

5.1 During the Licence Term, the Authorised Facilitator may:

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

b. set their 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. teach multiple cohorts personally;

g. deliver face-to-face, online or through blended delivery;

h. deliver at different venues;

i. print learner-facing resources for enrolled Learners;

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

k. store learner-facing resources within a closed online classroom or secure participant portal;

l. adapt the Licensed Materials as permitted by clause 9;

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

n. reproduce reasonable extracts for planning, funding applications, venue proposals and program approvals;

o. reproduce reasonable extracts in marketing for their own delivery of the Course; and

p. use the materials for their own facilitator preparation and professional reference.

5.2 The Licensee is not required to:

a. report participant numbers;

b. report participant fees;

c. report revenue or profit;

d. pay royalties based on enrolments;

e. obtain approval for delivery dates or venues; or

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

5.3 The Independent Licence does not impose a fixed limit on the number of cohorts the Authorised Facilitator may personally deliver during the Licence Term.

5.4 The Licensee must not represent that the Licensor:

a. has accredited the Licensee’s program;

b. has approved the Licensee as a trainer or facilitator;

c. endorses the Licensee or their business;

d. guarantees enrolments or income; or

e. guarantees educational or commercial outcomes,

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

6. Single-facilitator restriction

6.1 The licence permits delivery only by the Authorised Facilitator.

6.2 The Authorised Facilitator must personally undertake the substantive teaching or facilitation of each program using the Licensed Materials.

6.3 The Authorised Facilitator may engage another person to provide:

a. venue administration;

b. enrolment administration;

c. technical support;

d. participant communications;

e. setup and pack-down;

f. accessibility support; or

g. general classroom assistance,

provided that the other person does not independently teach from or receive unrestricted access to the Licensed Materials.

6.4 A guest speaker or performer may participate in a session without requiring another licence where:

a. their contribution is limited to their own expertise, performance or experience;

b. they do not receive the complete Licensed Materials;

c. they do not take responsibility for delivering a substantial part of the Course; and

d. the Authorised Facilitator remains responsible for the session.

6.5 A co-facilitator, substitute facilitator or employee who independently teaches from the Licensed Materials is not permitted under this licence.

6.6 If the Authorised Facilitator becomes unavailable, another person may not take over delivery using the Licensed Materials unless:

a. the licence is upgraded; or

b. the Licensor gives temporary written permission.

6.7 The Licensee must upgrade to a Community Licence before:

a. employing another facilitator;

b. contracting another facilitator;

c. establishing a teaching team;

d. licensing the Course through a club, company or collective with multiple facilitators; or

e. allowing another person to operate a separate cohort.

7. Venues, hosts and client organisations

7.1 The Authorised Facilitator may deliver the Course at venues owned or operated by another person or organisation.

7.2 A venue or host organisation may:

a. provide premises;

b. advertise the program;

c. collect enrolments or ticket payments;

d. provide administrative assistance;

e. refer participants; or

f. pay the Authorised Facilitator to deliver the program,

without obtaining a separate licence, provided that the Authorised Facilitator remains responsible for delivery.

7.3 The venue or host organisation does not receive permission to:

a. access or retain the complete Licensed Materials;

b. use the materials after the Authorised Facilitator’s engagement ends;

c. appoint another facilitator to use the materials;

d. reproduce the materials for another program;

e. deliver the Course independently; or

f. represent itself as a licensee.

7.4 The Authorised Facilitator may provide learner-facing materials to participants through a host organisation where:

a. distribution is limited to enrolled participants;

b. access is reasonably secure; and

c. the host does not retain the materials for unrelated or future delivery.

7.5 A client organisation requiring continuing access to the Licensed Materials or the right to deliver the Course itself must obtain its own appropriate licence.

7.6 Where the intended arrangement is unclear, the correct licence should be determined by considering:

a. who controls the Course;

b. who selects and supervises the facilitator;

c. who requires continuing access to the materials;

d. whether another facilitator may deliver; and

e. which organisation presents the Course as its own continuing program.

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 participant portal;

e. a temporary participant download area; or

f. another controlled distribution method.

8.3 The Licensee must not knowingly provide Learners with:

a. facilitator-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;

e. deliver the Course; or

f. create or sell a competing teaching product.

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

9. Adaptation and branding

9.1 The Licensee may make reasonable adaptations for their 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 industry context;

g. making accessibility adjustments;

h. adding relevant facilitator information;

i. inserting workshop-specific instructions; and

j. adding the Licensed Business’s logo or branding.

9.2 Where the Licensee adds branding, they 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 adaptations:

a. are accurate;

b. are suitable for the 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. self-assessment exercises;

g. evidence of participation;

h. internal completion activities; or

i. non-accredited program evaluation.

10.3 The Licensee may issue:

a. certificates of attendance;

b. certificates of participation; or

c. non-accredited completion certificates,

provided that the certificate does not suggest that the Course is accredited or formally recognised when it is not.

10.4 The Independent Licence does not permit use of 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;

e. as assessment contributing to another formally assessed institutional program; or

f. as evidence that the Licensee is an accredited provider.

10.5 The Licensee must not describe the supplied assessments as accredited, validated or approved by the Licensor for a particular qualification.

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

11. Formal education restrictions

11.1 The Independent Licence is intended for informal, commercial, recreational, professional-development and community-based delivery.

11.2 It may be used for:

a. public workshops;

b. comedy-club programs;

c. writers’ group programs;

d. arts and cultural programs;

e. library workshops;

f. council programs;

g. festival workshops;

h. community education;

i. industry professional development;

j. recreational learning; and

k. other non-accredited programs.

11.3 It may also be used for a non-accredited workshop hosted at a school, university or college where:

a. the Authorised Facilitator is engaged as an external independent provider;

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

c. the institution does not receive independent access to the complete Licensed Materials; and

d. no institutional employee uses the materials to deliver the Course.

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

11.5 The Independent Licence may not be used to avoid an Institution Licence by naming one institutional employee as the Authorised Facilitator where the Course is controlled, delivered or administered as an institutional program.

12. Prohibited uses

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

a. allow another person to teach or facilitate from the Licensed Materials;

b. sell the Licensed Materials as standalone products;

c. sublicense, assign or transfer the Licensed Materials;

d. provide the complete package to another person or organisation;

e. make the Licensed Materials publicly downloadable;

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

g. remove or obscure copyright notices or ownership statements;

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

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

j. distribute editable master files to Learners, venues or client organisations;

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

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

m. use the materials after expiry except as permitted by clause 20;

n. use the Licensed Materials unlawfully; or

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

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

12.3 Nothing in this Agreement prevents the Licensee from independently creating original teaching materials, provided that they do not:

a. reproduce a substantial part of the Licensed Materials;

b. misuse the Licensor’s Confidential Information; or

c. represent the independently created materials as an authorised version of the Course.

13. Educational and content responsibilities

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

13.2 The Licensee must determine:

a. participant suitability;

b. age appropriateness;

c. delivery mode;

d. their own suitability and competence to facilitate the selected content;

e. supervision requirements;

f. accessibility requirements;

g. content warnings;

h. safeguarding arrangements;

i. venue suitability; and

j. 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;

h. business licensing and taxation; and

i. complaints handling.

13.5 Where the Licensee delivers to children or young people, the Licensee is responsible for identifying and meeting applicable:

a. working-with-children requirements;
b. child-safe standards;
c. parental consent requirements;
d. supervision requirements; and
e. reporting obligations.

13.6 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. their pre-existing materials;

b. their business name and branding;

c. original content created independently by the Licensee; and

d. original facilitator or administrative content 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 they become 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. adaptations made by the Licensee;

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 Independent 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 used in delivery;

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

c. retaining versions reasonably required for business records; and

d. updating adapted files 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. password-protected storage;

c. closed participant systems;

d. restrictions on public links; and

e. removal of temporary access after it is no longer required.

17.3 The Licensee must not knowingly share account credentials with another person.

17.4 The Licensee may download reasonable backup copies for their own secure business use.

17.5 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.

17.6 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.

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

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

18. Fees, payment and GST

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

18.2 The purchase page or invoice will state whether GST is included or payable in addition to the displayed price.

18.3 If GST is payable on a taxable supply, the Licensee must pay the GST amount in addition to the stated consideration where the displayed amount is exclusive of GST.

18.4 The Licensor will provide a receipt or tax invoice where required.

18.5 Access may be withheld until payment has been received or an agreed invoice arrangement is in place.

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

a. issue a reminder;

b. suspend access after reasonable notice; and

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

18.7 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 new purchase;

b. a renewal invoice;

c. an accepted renewal offer;

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 they have 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 a Community Licence before:

a. another facilitator uses the Licensed Materials;

b. an employee or contractor teaches the Course;

c. separate cohorts are delivered simultaneously by different facilitators;

d. the materials become a shared resource within an organisation; or

e. a client or host organisation requires independent delivery rights.

19.7 The Licensee must upgrade to an Institution Licence before:

a. using the materials in Formal Education;

b. using the materials in Accredited Delivery;

c. using the supplied assessments as part of an accredited or academic outcome; or

d. storing the materials for organisation-wide use within a formal education provider.

19.8 Where an upgrade occurs during the Licence Term:

a. the Licence Fee already paid for the current term will be credited against the higher 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, taxation and financial records;

b. completed participant records;

c. business archives; and

d. internal review for a possible renewal.

20.3 After expiry, the Licensee must not:

a. commence a new program using the Licensed Materials;

b. continue delivery to an existing cohort;

c. distribute materials to new participants;

d. upload materials for new delivery;

e. advertise a future program as using the Licensed Materials; 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 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. use by unauthorised facilitators;

c. resale or sublicensing;

d. compromised security credentials;

e. unlawful use;

f. serious infringement of Intellectual Property Rights; or

g. 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 participant access, 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, the Licence Fee is not refundable merely because:

a. the Licensee changes their delivery plans;

b. enrolments are lower than expected;

c. the Licensee does not use all materials;

d. a venue becomes unavailable;

e. the Licensee does not have sufficient time to prepare or deliver the Course;

f. the Licensee decides the Course is not commercially viable; or

g. the Licensee decides not to proceed with delivery.

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.

23.5 Accidental duplicate purchases should be reported promptly and may be refunded or credited after verification.

24. Warranties

24.1 Each Party warrants that:

a. they have authority to enter into this Agreement; and

b. they will comply with laws applicable to their 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 they will:

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

b. personally deliver programs using the materials;

c. make their own professional decisions about delivery;

d. obtain necessary permissions for content they add; and

e. not represent the Course as accredited or formally endorsed.

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 facilitator, participant group or jurisdiction;

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

c. all links or references will remain available;

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

e. enrolments will reach any particular level; or

f. 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 or selected by the Licensee;

c. the Licensee’s delivery or facilitation practices;

d. the Licensee’s breach of law;

e. use of a venue or activity selected by the Licensee;

f. unauthorised distribution by the Licensee or a person given access by the Licensee; or

g. 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 professional advisers or service providers 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, business name, logo or testimonial in public marketing without 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 them.

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 The Licensee is responsible for privacy notices, consents and security measures associated with their own participant enrolment and delivery systems.

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 their chosen systems; and

d. meeting accessibility obligations applicable to their 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. personalised course planning;

d. course customisation;

e. assessment validation;

f. compliance or accreditation advice;

g. legal advice;

h. website or learning-platform implementation;

i. custom file conversion; or

j. 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, a testimonial 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 permission before publishing:

a. the Licensee’s name;

b. the Licensed Business’s name or 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 business 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, the Parties must attempt in good faith to resolve the dispute.

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 clearly identified in the subject line.

34. General provisions

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

34.2 No transfer by Licensee: The Licensee must not assign or transfer this Agreement without the Licensor’s prior written consent.

34.3 Business restructure: The Licensor will consider a reasonable request to transfer the licence where the Authorised Facilitator changes their business name or legal structure but remains the same individual controlling delivery.

34.4 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.

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

34.6 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.

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

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

34.9 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.

34.10 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.

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

34.12 Counterparts: This Agreement may be signed in counterparts.

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

34.14 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.