Course Content Licence & Service Agreement (v2.0)
Draft pending final legal review. By completing checkout you accept this Agreement; we record the version and time of acceptance (Electronic Transactions Act 1999 (Cth)).
Between Integrity RTO Solutions Pty Ltd (ABN 67 669 731 659, RTO 46406) trading as Integrity Academy ("Licensor") and the organisation accepting at checkout ("Licensee"). This Agreement covers both the licence to use the Content and the service by which we deliver it; our Data Processing Addendum forms part of it.
1. Definitions
Content, Dispatch Package, Order, Seat (one unique learner), Licence Term, and LMS have the meanings used on the storefront and in this Agreement.
2. Grant of licence
A non-exclusive, non-transferable, non-sublicensable, revocable licence for the Licence Term to deliver the licensed Content to your learners solely via the Dispatch Package within your own LMS, up to the licensed Seats, for internal workforce training.
3. Restrictions
You must not copy, extract, modify, reverse-engineer, redistribute, resell, sublicense or share the Content or Dispatch Package outside the licensed LMS, exceed the Seats, use the Content after expiry, or remove branding/notices.
4. Intellectual property
All Content and IP (copyright, trademarks, the Integrity brands) remain owned exclusively by us or our licensors. No rights are granted except the limited licence above.
5. Fees, payment plans & GST
Fees are licence fees in AUD for the library (or libraries) and learner band set out in your Order Form, for the Licence Term and payment plan you selected (clause 19). Prices are shown exclusive of GST; Australian Goods and Services Tax of 10% is added and itemised on each tax invoice. Invoices are payable by card or bank transfer within the due date shown on the invoice (14 days unless the Order Form says otherwise). Instalment plans carry the loading shown in your Order Form and are a way of paying for the whole Licence Term, not a right to cancel part-way. Fees are non-refundable except as clause 6 and the Australian Consumer Law (clause 10) provide.
6. Refunds & cancellation (no cooling-off)
This is a business-to-business licence. No statutory cooling-off period applies. Where you are a "consumer" under the Australian Consumer Law, your non-excludable consumer guarantees apply and you are entitled to a remedy for a major failure (clause 10). Otherwise, once the Licence is issued the fees for the Licence Term are non-refundable and, for instalment plans, remain payable in full. If we materially fail to provide the service for a period, we will, on your written request, credit or refund the fees for that period (pro rata) as your sole remedy for that failure, without limiting clause 10. You may stop renewal at any time before the renewal date (clause 7).
7. Term, renewal & expiry
The Licence Term is 1, 3 or 5 years as set out in your Order Form and starts on the date the licence is issued. It ends on expiry, when the Dispatch Package ceases access. We send renewal notices 60 and 30 days before the end of the Licence Term. Unless you stop renewal in your customer portal or by written notice before the renewal date, we will issue a tax invoice for a further 12-month term at the price published at that time (not a further multi-year term), and the licence continues once that invoice is paid. A price lock applies only for the Licence Term you accepted. We will tell you the renewal price in the renewal notice.
8. Suspension & termination
We may suspend or terminate and disable the Dispatch Package for breach, exceeding Seats or misuse (immediately if the breach cannot be remedied, otherwise after 7 days' written notice). Non-payment: if an invoice is not paid within 7 days after its due date we will send a reminder; if it is still unpaid 14 days after that reminder we may suspend access until it is paid, and we will restore access promptly after payment. If an invoice remains unpaid 60 days after its due date we may terminate, and all unpaid instalments for the Licence Term become immediately payable. On termination or expiry you must cease use and remove the Dispatch Packages.
9. Content currency & disclaimer
We take reasonable care to keep Content current and update it automatically, but it is general training information, not legal/financial/clinical/professional advice, and not a substitute for your own compliance obligations.
10. Warranties & Australian Consumer Law
Content is provided "as is" to the maximum extent permitted by law. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded; where permitted, our liability for such guarantees is limited (at our option) to re-supplying the Content or paying the cost of re-supply.
11. Limitation of liability
Subject to clause 10, neither party is liable to the other for indirect or consequential loss, and each party's total aggregate liability to the other under this Agreement is limited to the fees paid or payable for the Licence Term in the 12 months before the claim. Nothing in this Agreement limits liability for fraud, wilful misconduct, death or personal injury, or your obligation to pay the fees.
12. Indemnity
You indemnify us against third-party claims, and our reasonable resulting costs, to the extent caused by your breach of clauses 2–4, your use of the Content other than as this Agreement permits, or your infringement of third-party rights. The indemnity reduces to the extent we caused or contributed to the loss, and we will take reasonable steps to limit it.
13. Learners (your responsibility; no separate end-user licence)
Your learners access the Content as your personnel within your own LMS; no separate end-user licence agreement is required. You are responsible for your learners and must ensure they use the Content only as permitted by clauses 2–3, including through your own acceptable-use and LMS terms.
14. Confidentiality
Each party keeps the other's confidential information confidential and uses it only for this Agreement.
15. Seat verification
We may verify Seat usage via the Dispatch Package's registration data; usage above the licensed Seats is payable at the then-current rate.
16. Service, availability & support
Delivery is via the Dispatch Package, which streams the Content from our hosted systems. We use reasonable efforts to keep the service available and to provide reasonable support during Australian business hours, but the standard tier carries no guaranteed uptime or service-level commitment (formal SLAs are by separate written agreement for enterprise customers). We may perform maintenance, and may modify or improve the service provided your licensed entitlements are not materially reduced. We are not liable for downtime caused by your systems, your LMS, your network, or third parties.
17. Data processing, privacy & sub-processors
Both parties comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. We process limited personal information (your contact/billing details and the learner identifiers your LMS passes to the Dispatch Package); our database is hosted in Australia. You control learner records in your LMS and are responsible for a lawful basis to pass learner identifiers. We use reputable sub-processors (including Cloudflare, Supabase, Stripe and Resend (email delivery)) and will notify you of an eligible data breach involving your data (Notifiable Data Breaches scheme). Our Data Processing Addendum applies and forms part of this Agreement.
18. General
Governing law: the laws of Queensland, Australia, and the parties submit to its courts. Disputes: good-faith negotiation then mediation before litigation (urgent injunctive relief excepted). Includes force majeure, no assignment without consent (we may assign on notice), entire agreement, variation in writing, severability, no waiver, and electronic acceptance under the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions (Queensland) Act 2001.
19. Order Form, multi-year terms & payment plans
Your Order Form is the quote you accept online. It records the libraries, learner band, Licence Term (1, 3 or 5 years), payment plan (upfront, annual, quarterly or monthly), each instalment amount and due date, the price per year, any discount or loading, and the version of this Agreement. By accepting it you agree to the whole Licence Term and the total fees shown, even if you pay in instalments. Multi-year terms carry the yearly discount shown in the Order Form and lock the annual price for the Licence Term; the "pay upfront" option (3 and 5 year terms only) carries the further discount shown. Instalments are invoiced in advance, one invoice at a time, about 7 days before each due date. If the Order Form and this Agreement conflict, the Order Form prevails for commercial terms (libraries, band, term, price and payment plan) and this Agreement prevails for everything else. We keep a record of your acceptance (time, version, and a fingerprint of the agreement text) and will give you a copy on request. A change to your Order Form (for example more libraries or a larger band) is made by a new or amended Order Form accepted in the same way; added libraries are priced as shown at that time and run to the end of the existing Licence Term. A plain-language summary of your Order Form is shown before you accept; it does not replace this Agreement.