1.1 Upon the purchase of any products sold on a licensed basis, the purchaser agrees to this Licence Agreement.
1.2. Upon the receipt, use or sale of any resources provided by RTO Advantage (“the Licensor”) under a licenced basis, the client (“the Licensee”) agrees to the following Licence Agreement.
1.3 The Licensor is the owner of the resources purchased (“the Resources”) by the purchaser. The Resources includes the documents and other components outlined in the product description of the relevant product which is available on the Licensor’s website and provided on the invoice provided at the time of purchase.
1.4 The licence is issued to the Licensee only to use the Resources in their business’ operations in exchange for the payment of a licence fee, or a deposit made towards the licence fee. Any other use, distribution, or sharing of these products is otherwise prohibited.
1.5 The licence fee is listed on the invoice for the Resources purchased.
1.6 This licence is issued on a non-exclusive basis to the Licensee and does not permit the Licensee to allow the Resources 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.
2. TERMS AND CONDITIONS
2.1 By purchasing and/or using the Resources, the Licensee and its employees agree to be bound by the terms and conditions of this Licence Agreement.
2.2 The licensee is expected to read through the resources included in the Package and customise them to suit its business requirements.
2.3 The Resources are not intended, nor represented or warranted by the Licensor to be used by the Licensee as an ‘off-the-shelf’ Resource which is automatically suitable for the Licensee’s business requirements.
2.4 The Licensor allows the Licensee to vary, modify, amend and/or adapt the Resources to contextualise them to suit its learner cohorts 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.
2.5 The Licensee acknowledges that while the Licensor makes efforts to maintain all references included in the Resources, from time-to-time, these references become out dated 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 Resources will be updated.
2.6 The License belongs to the Licensee for an unlimited period of time.
2.7 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. The Licensor will then seek legal advise 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 the Licensor.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 The Licensor has the rights to all intellectual property, including but not limited to, copyright, contained within the Resources.
3.2 The Licensor reserves all of its rights and nothing in this Agreement shall be taken to affect such rights.
3.3 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.
3.4 Both Parties hereby specifically acknowledge and agree that all intellectual property, including but not limited to copyright, in respect of any works or other subject matter produced or arising by reason of the variation, modification, amendment, adaptation and reproduction of any part of the Resources by the Licensee as anticipated or otherwise shall vest solely in the Licensor.
3.5 To ensure that the Resources included 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 Resources as and when required.
3.6 The Resources must not be shared in an editable format with any other person(s) or organisation(s).
3.7 The Licensee agrees that it will take reasonable measures to ensure that the resources are not wrongfully accessed and that documents are appropriately stored and protected from infringements against this Licence Agreement.
3.8 The Licensee further agrees to inform all employees and students and any other person who may have access to the Resources that the Resources are subject to copyright, that they are owned by the Licensor and that sharing of the content is punishable under Australian Copyright Law.
4. LIMITATION OF LIABILITY
4.1 The Resources are sold on an ‘as is’ basis and the Licensor will not be held responsible for any audit outcomes based on the use of the Resources. The Licensor welcomes feedback about the Resources and may at their discretion make an update is made to the Resources based on feedback obtained from an audit.
4.2 The Licensor does not warrant that the Resources will ensure a compliant audit outcome. A compliant audit outcome relies on the effective implementation of the content of the Resources by the licensee as well as the supporting documents and framework used by the Licensor.
4.3 The Licensor, on behalf of itself and any other person involved in the production of the documents comprising of the Resources disclaims any liability to the fullest extent possible by law arising in connection with the use of the Resources or reliance on their contents by any person(s) or organisation(s) whether used in the original form or altered in some way by the licensee.
4.4 The Licensor gives no warranties nor makes any representation in respect of the documents comprising of the Resources, including without limitation any warranties as to the quality, standard or legal efficacy to the fullest extent permitted by law.
5.1 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.
5.2 Automatic termination will occur in the event that the licensee commits an act of insolvency.
5.3 Upon termination of this licence, the Licensee shall immediately cease using and destroy or return to the Licensor all copies of the Resources in any form, including partial copies.
6. LIABILITY, WARRANTIES, REPRESENTATIONS AND INDEMNITIES
6.1. No warranty that RTO Advantage is suitable for your needs
- RTO Advantage is a generic service and its capabilities are likely to change over time. This means that RTO Advantage may not be, or may not remain, suitable for your needs.
- You must assess the ongoing suitability of RTO Advantage for you and your Business. We are not aware of your individual business needs and cannot provide any specific recommendations regarding your use of RTO Advantage.
6.2 Liability for other conditions or warranties
- To the extent permitted by law, if you accept these Terms, we provide no warranty and make no claim in relation to our performance, the performance of RTO Advantage, or any service associated with RTO Advantage.
- Our liability to you for any non-compliance with a statutory guarantee, or Loss or Claim arising out of or in connection with the supply of goods or services under these Terms, or any breach by us of these Terms however arising (whether for breach of these Terms, tort (including negligence), statute, custom, law or on any other basis), is limited to:
- the supply of RTO Advantage or the service; or
- the cost of supply of RTO Advantage or the service, and in any event will be limited to the fullest extent permitted by law.
- All representations, conditions, warranties and terms that would otherwise be expressed or implied in these Terms by general law, statute or custom are expressly excluded (to the extent that such representations, conditions, warranties and terms can be excluded at law).
- If you accept these Terms, the above are not intended to have the effect of excluding, restricting or modifying:
- the application of all or any of the provisions of the ACL; or
- the exercise of a right conferred by such a provision; or
- any liability of us in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of goods or services.
6.3 When we and third-parties will not be liable to you. We and third-parties are not responsible or liable to you or the RTO for:
- any Loss or Claim relating to the provision of system data made available through RTO Advantage, including delays, disruptions, inaccuracies or the loss of data;
- any Loss or Claim relating to your use of, or reliance upon, system data provided to you through RTO Advantage;
- the actions or inaction of Third Parties, Other Application providers or other persons (including those which may be negligent or unauthorised) relating to RTO Advantage;
- any Loss or Claim arising from a failure by us to comply with the Terms for any cause which could not reasonably be controlled or prevented by us; or
- any Loss or Claim arising from a failure by you or the Business to maintain archive records of your data.
6.4 Indemnity to us and third-parties
- You indemnify us, our staff, and third-parties (Indemnified Parties) against any Loss or Claim suffered or incurred by the Indemnified Parties or any of them arising from your negligence, misrepresentation, fraud, breach of law or breach of these Terms. You indemnify the Indemnified Parties for any Loss or Claim suffered or incurred from the unauthorised use of your Username or a Password.
- If the Indemnified Party caused or contributed to a Loss or Claim, then your liability as stated above is limited to the amount of the Loss or Claim which is directly attributable to your conduct.
7. CHANGES TO TERMS
7.1 We may change any of these Terms, including the fees.
7.2 We will give you at least 10 days’ prior notice (longer if required by legislation or any other code of conduct we subscribe to) of any change that is likely to materially affect or disrupt the manner in which you use our Resources.
8.1 You will agree that all communications between you and us in relation to our Resources will be via e-mail, or by us publishing a notification on the RTO Advantage website.
8.2 Any notice or other communication to or by a party via e-mail is regarded as being given by the sender and received by the addressee, unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee.
8.3 We may provide a notice or other communication to you by a publishing to the RTO Advantage website or within your product. That notice or other communication is regarded as being given by us and received by you when the posting is made. We recommend that you regularly check the RTO Advantage website and your product for notices or other communications.
9.1 Any representations or warranties made by our staff before you purchased our Resources are not effective unless expressly set out in these Terms. Any waiver of our rights or powers under these Terms may only be given in writing signed by our CEO.
9.2 If any part or provision of these Terms are void, unenforceable or illegal in a jurisdiction, that part or provision does not apply in that jurisdiction. However, the remainder of the Terms continue in operation in that jurisdiction unless this would alter the basic agreement between you and us, in which case we can terminate your use of our Resources at our election.
9.3 If you accept these Terms, these Terms are governed by the laws of Victoria and the courts of Victoria have jurisdiction over the parties to these Terms.
10. YOUR PRIVACY
10.1 We collect, disclose and use your personal information to provide the products and services you have asked for and associated support, respond to your enquiries or feedback and to promote the products and services offered by us and third-parties. We may collect personal information from you, from public sources such as social media websites, and from third-parties that provide us with marketing leads.
10.2 We may provide your personal information to our related companies, third-parties and to people to whom we outsource functions. Some of the entities may be located in Australia or other countries. If you do not provide your personal information, it may affect our ability to properly provide you with the services you require.
10.3 You consent to us collecting, using and disclosing your personal information for the purposes set out in this section.
10.4 If you accept these terms:
- update your preferences about the marketing and promotional material we send to you;
- request access to and seek correction of the personal information we hold about you;
- make a privacy complaint; and
- how we will deal with your complaint.
10.6 You can contact us about your privacy via e-mail at: email@example.com.
10.9 We may be compelled under section 62 of the National Vocational Education and Training Regulator Act 2011 (Cth) to provide information to the National VET Regulator about an RTO to which it provides a service by issuing a written notice to Penske Stuttgart Pty Ltd to give information and documents. It is an offence under section 64 of the National Vocational Education and Training Regulator Act 2011 not to provide information and documents when ordered to do so.
13.1 This Agreement hall be governed by the laws of Victoria, Australia.
13.2 If any part of this Agreement is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
13.3 Nothing contained in this Agreement is to be deemed to constitute a partnership between the Licensee and the Licensor and nothing contained in this Agreement must deem either party to be the representative 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 representative of the Licensor.