TAGS™ Licence & Copyright Agreement
This TAGS™ Licence & Copyright Agreement (“TLCA”) is a legal agreement between the board and Chief Executive Officer of your organisation and Australian Strategic Services Pty Ltd (“ASSPL”) for the use of a governance framework and system titled “The Australian Governance System” (“TAGS™”), which includes governance principles, policies and procedures and/or a range of governance tools, documents and resources.
In purchasing and using TAGS™ in whole or in part, your organisation agrees to be bound by the terms of this TLCA. If your organisation does not agree to the terms of this TLCA, do not use TAGS™. This TCLA does not imply or give ownership of the TAGS™ documentation, tools or resources to individuals or your organisation.
It is strongly recommended that your organisation read and discuss with your fellow board members, Chief Executive Officer and Senior Management Team the terms and conditions of this TLCA.
Your organisation’s board is entitled to customise TAGS™ for their own use, however it is important to understand that legally your organisation’s customised version of TAGS™ is not owned by your organisation.
Therefore the sale, transfer, exchange, loaning or forwarding of TAGS™ to another individual or organisation breaches the TLCA.
Please be aware ASSPL will take legal action to protect its copyright against unlicensed individuals and/or organisations using TAGS™ or TAGS™ documentation, tools or resources.
Should your board or Chief Executive Officer require any further information or interpretation of this TLCA please do not hesitate to contact:
Australian Strategic Services
PO Box 275
Romsey VIC 3434
Tel: 03 5429 6331
Fax: 03 5429 5044
Mobile: 0418 130 581
Please refer to the following for a copy of your organisation’s TLCA.
|Parties:||AUSTRALIAN STRATEGIC SERVICES PTY LTD
(ACN 054 057 635), a body corporate established under the Corporations Act 2001 (C’wlth) having its registered office at 103 Main Street, Romsey Victoria, Australia (“ASSPL”) AND your organisation/legal entity.
|Purpose:||To provide your organisation’s Board with a community governance framework and system that may assist directors to undertake their various governance roles, responsibilities and work|
|The Australian Governance
System or TAGS™:
|Governance framework and system titled “The Australian Governance System” (TAGS™). This includes the Principles, Policies & Procedures Package and the TAGS™ Toolbox.|
|Principles, Policies & Procedures Package:TAGS™ Toolbox:||Governance principles, policies, procedures and indicators that your board can customise and adopt to provide a governance framework and system that may assist directors to undertake their various governance roles, responsibilities and work.Tools and resources that are part of TAGS™ and support the use of TAGS™ principles, policies, procedures and indicators, also referred to collectively as the TAGS™ Toolbox.|
|TAGS™ Purchase Price (Initial Licence Fee):
TAGS™ Annual Licence Fee (also referred to as TAGS™ Service and Support Fee):
|In accordance with the TAGS™ Pricing Schedule:
Employees includes full-time and part-time employees.
$500 + GST, per year payable in advance by the first and subsequent anniversaries of the TAGS™ Licence Agreement in each calendar year. At the discretion of ASSPL this includes updates to TAGS™ and service and support, the scope of which is also at ASSPL’s discretion.
Terms and Conditions
1. Subject to payment for any part of TAGS™ and payment of the annual licence fees, ASSPL grants your organisation a non-exclusive, non-transferable licence to use the purchased parts of TAGS™ for the purpose of assisting the board in their governance roles and responsibilities.
2. Other than for the purpose of and subject to the conditions prescribed in the Copyright Act 1968 Commonwealth (or other applicable legislation) or for the Purpose, your organisation must not:
(a) copy or reproduce or electronically or in hardcopy transfer or loan or give or allow a third party to use TAGS™ or do anything your organisation is otherwise prohibited from doing by this Agreement; or
(b) alter or modify all or any part of TAGS™ material or improve or merge all or any part of TAGS™ material with any other documents, tools or resources other than by way of customisation to meet the specific governance requirements of your organisation.
3. Your organisation will be responsible for the use, copyright protection and control of TAGS™ and will ensure that:
(a) Your directors, committee or taskforce members, organisational members, chief executive officers, managers, staff, contractors, volunteers, customers and clients engaged in using TAGS™ will comply with the obligations contained in this Agreement as if personally bound by such obligations; and
(b) TAGS™ is not copied or reproduced or electronically or in hard copy transferred or loaned or given or sold by a third party.
4. Your organisation acknowledges that:
(a) ASSPL owns all intellectual property rights in TAGS™, together with improvements, updates, enhancements or the like to any or all of the same made by either or both of the parties (“ASSPL IP”);
(b) this Agreement does not transfer title or ownership of any ASSPL IP including TAGS™; and
(c) subject to the rights granted by this Agreement, ASSPL reserves all rights in the ASSPL IP, TAGS™.
5. (a) Your organisation will treat the terms of this Agreement and all ASSPL confidential information as confidential and will not, without the prior written consent of ASSPL, disclose or permit the same to be disclosed to any third person. Your organisation will ensure that your directors, committee or taskforce members, organisational members, chief executive officers, managers, staff, contractors, volunteers, customers and clients comply with the obligations of confidentiality imposed upon your organisation by this clause as if personally bound by such obligations. These obligations of confidentiality survive expiration or termination of this Agreement and continue until the ASSPL confidential information disclosed to it lawfully becomes part of the public domain.
(b) Upon termination of this Agreement, your organisation must return to ASSPL all ASSPL confidential information, including all TAGS™ content and other materials and must remove all TAGS™ documentation, tools and resources from its information management system, governance system or quality management system. Your organisation must provide a letter to ASSPL stating that the aforementioned has been undertaken. ASSPL must return all of your organisations confidential information, provided under this Agreement and neither party will keep copies in any form.
(c) In the event of an amalgamation or merger with one or more organisations, your organisation will notify ASSPL in writing and ASSPL will determine how TAGS™ will or will not be utilised by the amalgamating or merging organisation.
6. (a) To the extent lawful ASSPL makes no warranties, express or implied, and excludes all warranties, representations, terms or conditions, whether express or implied, oral or written, statutory or otherwise, relating in any way to TAGS™ or this Agreement, including any implied warranty of merchantability or fitness for a particular purpose.
(b) If any condition or warranty is implied into this Agreement by statute or regulation and cannot be excluded, the liability of ASSPL for breach of the condition or warranty will be limited at ASSPL’s absolute discretion to reimburse TAGS™ payment.
(c) Except to that extent, ASSPL will not be liable for any loss or damage (including indirect or consequential loss or damage) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the use of or inability to use TAGS™.
7. Your organisation will indemnify and release ASSPL and keep ASSPL indemnified and released from and against any claim by or judgment or award in favour of a third party arising directly or indirectly out of any breach of this Agreement or any unlawful or negligent act or omission of your organisation.
8. Your organisation will not remove any proprietary or copyright notices or labels on the TAGS™. The copyright notices included on TAGS™ must remain intact and may not be removed, amended, edited or deleted. The copyright notice must be included on any copies (either in hardcopy or electronic form) of the TAGS™.
9. ASSPL may terminate this Agreement with immediate effect by giving written notice to your organisation if your organisation breaches any provision of this Agreement and fail to remedy the breach within 30 days after receiving written notice from ASSPL requiring it to do so. In the event of termination of this Agreement, your organisation must return all TAGS™ documentation to ASSPL within 7 days of such termination, failing which your organisation hereby irrevocably licenses ASSPL to enter any premises owned or controlled by your organisation and to take such measures therein necessary for the securing and removal of such material.
10. This Agreement is governed by the law of Victoria, Australia.
11. This Agreement contains the whole of the agreement between ASSPL and your organisation with respect to TAGS™ and supersedes any and all other representations or statements by either party whether oral or in writing and whether made prior to or subsequent to the date of this Agreement.
12. Any failure by a party to compel performance by the other party of any provision of this Agreement will not constitute a waiver of that provision or affect or impair the right to enforce those rights at a later time or to pursue remedies for any breach of that provision.
13. Each party enters this Agreement as an independent contractor and nothing in this Agreement will create any other relationship between them.
14. Your organisation will effect and maintain public liability, professional indemnity and third party liability insurance to cover its obligations under this Agreement.
15. Your organisation may not assign, transfer, trade or sub-licence any of its rights or obligations under this Agreement without the prior written consent of ASSPL.
16. Your organisation acknowledges that the TAGS™ payments (initial licence fee and annual licence fees) are exclusive of all government fees and charges and that any applicable GST or like taxes are payable by your organisation.
17. Any disputes are to be resolved initially by negotiation, but where unresolved after 14 days, the dispute will be referred to mediation and conducted in accordance with the Australian Commercial Dispute Centre Limited (“ACDC”) Guidelines for Commercial Mediation (or such other equivalent rules as are implemented from time to time). Failing satisfactory resolution, the dispute will be arbitrated in accordance with the ACDC’s Arbitration Rules. Nothing in this clause will prevent a party from seeking interlocutory relief through courts of appropriate jurisdiction.
18. Any illegal or invalid provision of this Agreement is severable and all other provisions will remain in full force and effect.
19. ASSPL may amend the Agreement from time to time without notice.
20. Neither party will be liable for any failure to carry out its obligations under this Agreement where such failure is due to any cause beyond the reasonable control of that party.
21. Notices under this Agreement to ASSPL must be delivered by hand or sent by prepaid post or facsimile to the ASSPL’s address specified in this Agreement. Notices to your organisation will be delivered by hand or sent by prepaid post or facsimile if an address is provided for this purpose. If no address is provided by your organisation for the delivery of notices under this Agreement notices will be delivered to the last known address and/or email address of your organisation.
By purchasing customising and using TAGS™ in whole or in part, your organisation agrees to be bound by the terms of this TLCA.