Institution 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 electronic 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 other regulated education or training program.

Authorised Organisation means the legal entity named in the Schedule.

Authorised User means:

a. an employee, officer or authorised representative of the Licensee; or
b. an approved contractor delivering a program for and on behalf of the Licensee,

who requires access to the Licensed Materials for a Permitted Use.

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.

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 and training program represented by the Licensed Materials, including its workshop, intensive, short-course and extended delivery formats.

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

Licence Fee means the amount specified in the Schedule.

Licence Term means the Initial Term and any renewal term.

Licensed Materials means the materials identified in clause 3 and any updates supplied during the Licence Term.

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

Permitted Use means a use expressly permitted by this Agreement.

Personal Information has the meaning given by applicable privacy law.

Restricted Materials means facilitator-only resources, assessment answers, assessor guidance, marking guides, editable master files and any other resources identified by the Licensor 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 exact contents, filenames, formats and organisation of the Licensed Materials may change as the resources are updated.

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

a.    an error;

b.    a legal or copyright concern;

c.     an accessibility concern;

d.    outdated information;

e.    a security issue; or

f.      a substantial educational or reputational concern.

3.4 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 Unless the Schedule states otherwise, the licence permits use across:

a.    the Licensee’s departments;

b.    the Licensee’s faculties or teaching units;

c.     the Licensee’s campuses and delivery sites;

d.    the Licensee’s secure learning systems; and

e.    programs delivered under the Licensee’s governance and responsibility.

4.4 The licence does not extend automatically to:

a.    a related body corporate;

b.    a subsidiary or parent entity;

c.     an affiliated institution;

d.    a franchisee;

e.    a consortium member;

f.      a partner organisation;

g.    a third-party delivery provider; or

h.    another separately incorporated entity.

4.5 Additional entities may be included only through a written variation or group licence agreed by the Licensor.

5.  Permitted institutional uses

5.1 During the Licence Term, the Licensee may:

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

b.    set its own participant fees;

c.     retain the revenue it generates from delivery;

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

e.    deliver multiple and simultaneous cohorts;

f.      use the Licensed Materials across authorised departments, campuses and sites;

g.    permit Authorised Users to prepare, teach, facilitate, assess and administer the Course;

h.    print learner-facing materials for Learners;

i.      provide learner-facing materials securely to enrolled Learners;

j.      store and display the Licensed Materials within a secure learning management system or closed online classroom;

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

l.      use and contextualise assessment resources as permitted by clause 10;

m.  reproduce reasonable excerpts for internal program approval, validation, moderation and audit purposes;

n.    reproduce reasonable excerpts in marketing for the Licensee’s delivery of the Course; and

o.    use the Licensed Materials for internal staff familiarisation and 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 delivery timetable; or

e.    obtain approval for ordinary contextualisation permitted by this Agreement.

5.3 The Licensee must not represent that the Licensor:

a.    has accredited or approved the Licensee’s program;

b.    guarantees the Licensee’s regulatory compliance;

c.     endorses the Licensee or its facilitators; or

d.    guarantees enrolments, income, completion or educational outcomes,

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

6.  Authorised Users

6.1 The Licensee may provide access to the Licensed Materials only to Authorised Users who reasonably require access for a Permitted Use.

6.2 The Licensee must take reasonable steps to ensure that Authorised Users:

a.    understand that the materials are licensed and protected by copyright;

b.    use the materials only for the Licensee;

c.     do not use the materials for an independent business or unrelated organisation;

d.    keep Restricted Materials secure; and

e.    comply with the relevant requirements of this Agreement.

6.3 A contractor may access and use the Licensed Materials only:

a.    while engaged by the Licensee;

b.    to deliver or support a program for the Licensee;

c.     under the Licensee’s supervision and responsibility; and

d.    for the duration reasonably required for that engagement.

6.4 A contractor does not obtain an independent licence and must not use the Licensed Materials for another client or for their own separate delivery.

6.5 The Licensee is responsible for use of the Licensed Materials by its Authorised Users to the extent that the use occurs within the scope of their employment, engagement or access provided by the Licensee.

7.  Learner access

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

7.2 Learner materials may be provided through:

a.    printed copies;

b.    secure email;

c.     a closed online classroom;

d.    a password-protected learner portal;

e.    a learning management system; or

f.      another controlled distribution method.

7.3 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 learner participation.

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

7.5 Learner access does not grant a learner permission to:

a.    teach from the materials;

b.    distribute them to others;

c.     upload them publicly;

d.    use them commercially; or

e.    create or sell a competing teaching product.

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

8.  Prohibited uses

8.1 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, transfer or commercially distribute 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 Licensed Materials after expiry other than as permitted by clause 18;

l.      use the Licensed Materials unlawfully; or

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

8.2 The Licensee must not use the Licensed Materials in a manner that falsely suggests an association, endorsement or partnership with the Licensor.

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

9.  Adaptation and branding

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

a.    replacing or adding examples;

b.    adjusting activities;

c.     changing delivery schedules;

d.    shortening, extending or resequencing lessons;

e.    adapting language for a learner group;

f.      adding local context;

g.    making accessibility adjustments;

h.    incorporating the Licensee’s policies and procedures;

i.      inserting facilitator instructions; and

j.      adding the Licensee’s branding.

9.2 Where the Licensee adds its branding, it must retain reasonable attribution to the Licensor and must not imply that the original materials were created entirely by the Licensee.

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

a.    copyright notices;

b.    version information;

c.     relevant acknowledgements; and

d.    any notice identifying third-party content or restrictions.

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

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

9.6 The Licensee is responsible for ensuring that its adaptations:

a.    are accurate;

b.    are suitable for its learners;

c.     comply with law and institutional requirements;

d.    do not infringe third-party rights; and

e.    do not materially misrepresent the original Course.

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

10.      Assessment and accredited delivery

10.1 The Institutional Licence permits the Licensee to:

a.    use the supplied assessments formally;

b.    contextualise assessment tasks;

c.     modify assessment instructions;

d.    adapt evidence requirements;

e.    adapt marking guidance;

f.      integrate assessments into the Licensee’s systems; and

g.    use the materials within formal or Accredited Delivery.

10.2 The Licensed Materials are educational resources and do not, by themselves:

a.    constitute accreditation;

b.    establish regulatory compliance;

c.     replace validation or moderation;

d.    establish that an assessment is valid for a particular qualification or cohort; or

e.    guarantee that an assessor, trainer or institution meets applicable requirements.

10.3 The Licensee remains solely responsible for:

a.    mapping the materials to its course, qualification or unit requirements;

b.    validating assessment tools;

c.     ensuring validity, reliability, fairness and flexibility;

d.    determining whether evidence requirements are sufficient and authentic;

e.    contextualising materials appropriately;

f.      obtaining internal and external approvals;

g.    ensuring trainer and assessor competence;

h.    applying reasonable adjustment;

i.      meeting recordkeeping and retention requirements;

j.      maintaining academic integrity; and

k.     complying with all applicable regulatory and accreditation obligations.

10.4 Any mapping, compliance or alignment information supplied by the Licensor is general information unless expressly stated otherwise in writing.

10.5 The Licensee should obtain its own professional, regulatory or legal advice where required.

11.      Educational and content responsibilities

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

11.2 The Licensee must determine:

a.    learner suitability and prerequisites;

b.    age appropriateness;

c.     delivery mode;

d.    facilitator suitability;

e.    supervision arrangements;

f.      accessibility requirements;

g.    content warnings;

h.    safeguarding requirements; and

i.      whether particular examples should be replaced or omitted.

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

11.4 The Licensee must comply with applicable obligations relating to:

a.    discrimination;

b.    harassment;

c.     child safety;

d.    workplace and learner safety;

e.    accessibility;

f.      privacy;

g.    education regulation; and

h.    complaints handling.

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

12.      Ownership and intellectual property

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

a.    the Licensed Materials;

b.    the Course structure;

c.     the 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.

12.2 No Intellectual Property Rights are transferred to the Licensee.

12.3 The licence granted under this Agreement is permission to use the Licensed Materials only within the defined scope.

12.4 The Licensee retains ownership of:

a.    its pre-existing materials;

b.    its original branding;

c.     original content created independently by the Licensee; and

d.    original institutional policies, procedures and administrative content inserted into adapted files.

12.5 To the extent that an adaptation contains both Licensed Materials and the Licensee’s original content:

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

b.    the Licensee may use the combined adaptation only while and to the extent permitted by this Agreement.

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

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

13.      Third-party material

13.1 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.

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

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

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

a.    its own 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.

13.5 Links and external references may change or cease to be available. The Licensor does not control third-party websites or services.

14.      Updates and versions

14.1 During the Licence Term, the Licensee may access updates made generally available to Institutional Licensees.

14.2 Updates may include:

a.    corrections;

b.    revised examples;

c.     updated references;

d.    revised formatting;

e.    new activities; and

f.      replacement files.

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

14.4 The Licensor may decide the timing, scope and format of updates.

14.5 The Licensee is responsible for:

a.    identifying the version it uses;

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

c.     retaining versions needed for institutional records; and

d.    updating adaptations where appropriate.

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

15.      Access, security and technical requirements

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

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

a.    secure account credentials;

b.    access controls;

c.     closed learning systems;

d.    restrictions on public links; and

e.    removal of access when an Authorised User no longer requires it.

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

15.4 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.

15.5 The Licensor may take reasonable steps to protect the Licensed Materials, including:

a.    resetting credentials;

b.    suspending a compromised link;

c.     replacing access links; and

d.    requesting removal of publicly available copies.

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

15.7 The Licensor does not guarantee compatibility with every software version, learning platform, device or institutional system.

16.      Fees, invoicing and GST

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

16.2 Unless stated otherwise, amounts are exclusive of GST.

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

16.4 The Licensee is responsible for its own internal purchasing, vendor registration and purchase-order processes.

16.5 A purchase order does not alter this Agreement unless the Licensor expressly accepts the proposed variation in writing.

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

16.7 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.

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

17.      Renewal

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

17.2 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.

17.3 The Licensor may change renewal pricing by giving reasonable notice before the new term.

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

17.5 If automatic renewal applies:

a.    the renewal date and price must be communicated clearly;

b.    the Licensee must be given a reasonable method of cancelling future renewal; and

c.     cancellation applies prospectively unless law requires otherwise.

17.6 Multi-year arrangements may be invoiced annually if stated in the Schedule, but annual invoicing does not convert a committed multi-year term into separate optional annual terms unless the Schedule says so.

18.      Expiry

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

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

a.    legal and regulatory records;

b.    completed learner records;

c.     audit evidence;

d.    institutional archives; and

e.    internal review for a possible renewal.

18.3 After expiry, the Licensee must not:

a.    commence a new cohort using the Licensed Materials;

b.    continue delivery to an existing cohort;

c.     distribute materials to new Learners;

d.    upload materials for new delivery;

e.    provide access to new Authorised Users; or

f.      reuse printed materials for new delivery.

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

18.5 Expiry does not require the Licensee to destroy:

a.    completed learner submissions;

b.    assessment records;

c.     archived versions required by law or policy; or

d.    materials embedded in historical audit records,

provided they are not reused for teaching or distributed beyond the purposes in clause 18.2.

19.      Suspension and termination for breach

19.1 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 a notice describing the breach and required remedy.

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

19.3 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.    a serious infringement of Intellectual Property Rights; or

f.      conduct creating an immediate and material legal or security risk.

19.4 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 problem is remedied.

19.5 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.

19.6 Termination does not affect accrued rights or obligations.

20.      Consequences of termination

20.1 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 learning systems, except for lawful archival retention; and

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

20.2 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.

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

20.4 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.

21.      Refunds and statutory rights

21.1 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.    the Licensee lacks staff capacity; or

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

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

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

21.4 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.

22.      Warranties

22.1 Each Party warrants that:

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

b.    it will comply with laws applicable to its obligations under this Agreement.

22.2 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.

22.3 The Licensee warrants that it will:

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

b.    make its own professional decisions about delivery and assessment; and

c.     obtain necessary permissions for material it adds.

22.4 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 institution, cohort or jurisdiction;

b.    the materials will meet every accreditation or regulatory 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.

23.      Liability

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

23.2 Subject to clause 23.1, 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 that the loss arises from a matter identified in clause 23.5.

23.3 Subject to clauses 23.1 and 23.5, 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;

23.4 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.

23.5 The exclusions and cap in clauses 23.2 and 23.3 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 privacy obligations; or

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

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

24.      Indemnities

24.1 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, facilitation or assessment practices;

d.    the Licensee’s breach of law;

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

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

24.2 The indemnity in clause 24.1 is reduced to the extent that the claim or loss was caused or contributed to by the Licensor.

24.3 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.

24.4 The indemnity in clause 24.3 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 the affected use.

24.5 If a claim under clause 24.3 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.

25.      Confidentiality

25.1 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.

25.2 A Party may disclose Confidential Information where required by law, court order, regulatory obligation or applicable freedom-of-information legislation.

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

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

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

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

26.      Privacy

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

26.2 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.

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

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

26.5 Unless separately agreed, the Licensor does not provide a learner-management, assessment-submission or student-record service under this Agreement.

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

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

26.8 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.

27.      Accessibility

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

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

27.3 The Licensee may make accessibility adaptations under clause 9.

27.4 The Licensee is responsible for:

a.    identifying learner needs;

b.    providing reasonable adjustments;

c.     testing materials in its chosen systems; and

d.    meeting accessibility obligations applicable to its delivery.

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

28.      Support

28.1 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.

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

a.    curriculum consultancy;

b.    facilitator training;

c.     course customisation;

d.    assessment validation;

e.    regulatory advice;

f.      legal advice;

g.    learning management system implementation;

h.    custom file conversion; or

i.      ongoing instructional-design services.

28.3 Support availability, response channels and ordinary business hours may be published separately.

29.      Publicity and feedback

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

29.2 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.

29.3 The Licensee may provide suggestions and feedback.

29.4 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 institutional content.

30.      Dispute resolution

30.1 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.

30.2 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.

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

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

30.5 A 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.

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

30.7 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.

31.      Notices

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

31.2 A notice may be delivered by:

a.    email;

b.    prepaid post; or

c.     hand delivery.

31.3 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.

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

32.      General provisions

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

32.2 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 internal restructure or transfer of substantially all relevant operations.

32.3 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.

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

32.5 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.

32.6 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 the change is required by law or accepted by the Licensee.

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

32.8 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.

32.9 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.

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

32.11 Counterparts: This Agreement may be signed in counterparts.

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

32.13 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.

33.      Governing law and jurisdiction

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

33.2 Subject to clause 30, the Parties submit to the non-exclusive jurisdiction of the courts of that State or Territory and courts entitled to hear appeals from them.