Licence Agreement

Non-exclusive Licence Agreement
Our licenced products are provided via this non-exclusive licence agreement.

Non-exclusive Licence Agreement

Unless otherwise stated, all of our products are provided via the following non-exclusive licence agreement.


Upon the purchase of any products sold on a licensed basis, the purchaser agrees to the following Non-Exclusive Licence Agreement.

1. Grant of Licence

The Licensor is the owner of the resources purchased (“the Package”) by the purchaser. The Package includes the documents and components outlined in the product description of the relevant product which is available on the Licensor’s website and provided on the invoice and/or the proposal provided at the time of purchase.

In consideration of payment of the licence fee, or any deposit paid towards the licence fee, this licence is issued to the Licensee to only use the Package in the bona fide operation of the Licensee’s business.  Any other use, distribution, or sharing of these products is otherwise prohibited. 

This licence is issued on a non-exclusive basis to the Licensee and does not permit the Licensee (other than in compliance with the above paragraph) to allow the Package to be sold, used, accessed, stored or copied by or for the benefit of any other person or business including any subsidiary, joint venturer, strategic partner, partner or parent organisation, affiliate or associate.

The licence is issued on the date that any payment is made towards the licence fees.

2. Licence Fees

The licence fee is listed on the invoice for the resources purchased.

3. Acceptance of Terms and Conditions

By purchasing and/or using the Package, the Licensee and its employees agree to be bound by the terms and conditions of this agreement. The Licensee is expected to read through the resources included in the Package and customise them to suit its business requirements. The resources are not intended, nor represented or warranted by the Licensor to be used by the Licensee as an ‘off-the-shelf’ Package automatically suitable for the Licensee’s business requirements.

4. Intellectual Property Rights

The Licensor has the rights to all intellectual property, including but not limited to, copyright, contained within the Package.

The Licensor reserves all of its rights referred to in clause 1 above and nothing in this licence shall be taken to affect such rights.

The Licensee is only permitted to use the Package in accordance with the terms and conditions of this licence, including but not limited to the access rights at clause 5 below.

The parties hereby specifically acknowledge and agree that all intellectual property, including but not limited to copyright, in respect of any works, computer programs or other subject matter produced or arising by reason of the variation, modification, amendment, adaptation and reproduction of any part of the Package by the Licensee as anticipated at clause 5 below, or otherwise, (the “Modified Versions”), shall vest solely in the Licensor.

5. Allowable Use

The resources included in the Package are licensed for use bonafide delivery of training and/or assessment within the licensed RTO for the unit/s of competency that are included in the Package. This may include the delivery of face-to-face classes, eLearning, LLN assessments, RPL assessment and traditional training and assessment pathways. The resources are not to be repurposed in any other way for use in any other context or for any other training or assessment other than for the unit/s of competency for which they are sold.

The Licensor allows the Licensee to vary, modify, amend and/or adapt the resources to contextualise them to suit its learner cohorts subject to this clause 5 and to the extent to which the format in which the products that are purchased allows. In some cases, an additional fee may be charged to buy unlocked or editable versions of the resources.

6. Updates

For payment of the Licence Fee, the Licensee is entitled to access free updates made by the Licensor to the resources included in the Package. This does not include updates made to the national Training Package where the Training Package or units of competency become superseded.

The Licensee acknowledges that while the Licensor makes efforts to maintain all references included in the Package, from time to time these references become out of date without the Licensor becoming aware of this. Should this occur, the Licensee is invited to contact the Licensor to make updates. The Licensor does not provide any guarantees about how quickly the Package will be updated once it is notified.

7. Protection of Intellectual Property

To ensure that the Package and resources included in the Package are not wrongfully accessed, used or copied in breach of this Licence, the Licensee agrees to only allow authorised employees of the Licensee’s business access to the Package on a needs-only basis.

The documents must not be shared in an editable format with any other person or organisation.

The Licensee agrees that it will takes reasonable measures to ensure that the resources are not wrongfully accessed and that documents are appropriately stored and protected from infringements against this Agreement.

The Licensee further agrees to inform all employees and students and any other person who may have access to the Package or documents modified from the Package, that the documents are subject to copyright, that they are owned by the Licensor and that sharing of the content is punishable under Australian Copyright Law.

Without limiting the foregoing, the Licensee is required to ensure that each resource included in the Package including any Modified Versions, retains all copyright notices and the Licensor’s logo. The copyright notices must be clear and legible, in a font size of at least 8.

8. Licence Duration

This licence is for so long as the Licensee continues to use the Package or any of the publications forming part of the Package, unless terminated earlier in accordance with clause 11 of this licence.

9. Limitation of Liability

The Package is sold ‘as is’, and the Licensor will not be held responsible for any audit outcomes based on the use of this Package. The Licensor welcomes feedback about the Package and if an update is made to the Package based on feedback obtained from an audit, the Licensor will make updates in accordance with Clause 6.

The Licensor does not warrant that the Package will ensure a compliant audit outcome. Compliant audit outcomes rely upon the effective implementation of the content of the Package by the Licensee as well as the supporting documents and framework used by the Licensor.

The Licensor on behalf of itself and any other person involved in the production of the documents comprising the Package, disclaims any liability to the fullest extent possible by law arising in connection with the use of the Package or reliance on their contents by any person whether used in the original form or altered in some way by the Licensee.

The Licensor gives no warranties nor makes any representation in respect of the documents comprising the Package, including without limitation any warranties as to quality, standard or legal efficacy to the fullest extent permitted by law.

10. Infringement

If the Licensee learns of:

– Any infringement or threatened infringement of the Intellectual Property rights licensed under this Agreement; or
– Any common law passing-off which may cause deception or confusion to the public by a third party.

The Licensee will immediately notify the Licensor in writing giving particulars of the infringement.

In the event of any action described in clause 10:

– The Licensor will then seek the opinion of Counsel practising in Intellectual Property Rights as to the possible success of any actions.
– The Licensor will promptly institute and prosecute an action against infringement.
The Licensee and the

Licensor must each execute all documents and do all things reasonably necessary to aid and cooperate in the prosecution of any such actions brought by a party under this clause 10.

11. Termination

The Licensor may terminate this licence and the rights granted under it by written notice with immediate effect if the Licensee commits a breach of this licence and has not remedied that breach within 10 days of receipt of a notice from the Licensor requesting the breach to be remedied.

Automatic termination will occur in the event that the Licensee commits an act of insolvency.

Upon termination of this licence, the Licensee shall immediately cease using and destroy or return to the Licensor (as the Licensor will direct) all copies of the Package in any form, including partial copies and Modified Versions.

12. General

Any amendment to this licence must be made in writing and signed by each party.

This agreement may not be assigned by the Licensee without the Licensor’s prior written approval.

The agreement shall be governed by the laws of Victoria, Australia.

13. Severance

If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.

14. No Partnership or Agency Relationship

Nothing contained in this Agreement must be deemed to constitute partnership between the parties and nothing contained in this Agreement must deem either party to be the agent of the other party and the Licensee must not hold itself out as, engage in any conduct or make any representation which may suggest to any person that the Licensee is for any purposes, the agent of the Licensor.

15. Acceptance of the License

Upon payment of the Licence Fee, the Licensee of the Package, acknowledge and accept the terms and conditions of this Licence Agreement.

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