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1. Purpose

1.1  This Licence concerns the right of relevant persons to use of the Services known as Business Propel.

1.2  The Services include access via the Platform to Diagnostic Assessment tools to assess your business and generate Diagnostic Reports to make plans for your business and track your progress.  You will also have access to news and articles.

1.3  This Licence comprises Product + Services Conditions for the purposes of the Platform Access Conditions.

2. Authority + Licence

2.1  We authorise you to access and use the Services for the Term in consideration of the Licence Fee.

2.2  This authority and licence starts on the Commencement Date and ends:

2.2.1   upon expiry of the Term (unless otherwise extended); or

2.2.2   pursuant to clause 11 (Termination).

2.3 You may during the Term (subject to any applicable constraints or restrictions we may subsequently require):

2.3.1   search, view, copy, download, customise and print out material containing Know-How for your own business, provided you do not remove any copyright, attribution or trade mark notices contained on the material; and

2.3.2   such other restrictions as may be applied to your access to and use of the Services depending on your level of membership or as otherwise determined by us.

2.4   We grant you during the Term a non-exclusive, non-transferable right and licence to access the Services and use the Software through our relevant Platforms for the purposes of using the Services in accordance with this Licence.

2.5   You may not modify, copy, enhance, adapt or merge the Software with other software or otherwise use the Software other than expressly allowed by this Licence or with our prior written consent.

2.6   You must not do or permit the following:

2.6.1   assign or transfer any of your rights under this Licence or grant sub-licenses of any of your rights under this Licence;

2.6.2   permit or assist a third party to use the Know-How or Software or provide it to a third party directly or indirectly;

2.6.3    duplicate, modify, adapt, disclose or distribute any portion of the Software;

2.6.4   reverse engineer or decompile the Software or any part of it, except where permitted by law;

2.6.5   create or attempt to create the source code or any part of it from the Software or from any other information, except where permitted by law;

2.6.6   use or permit the use of the Software to provide any form of bureau service, third party training or for similar activities;

2.6.7   exploit the Know-How or Software other than as expressly permitted by this Licence;

2.6.8   distribute, disclose, market, rent, lease to any third party any portion of the Know-How or Software; or

2.6.9   attempt to create any know-how or software which has features or functionality the same as or similar to the features and functionality of the Know-How and Software.
Unless we otherwise notify in writing, your may not use the Services unless you paid in full for the relevant Services.

3  Your acknowlegements

3.1   We try to ensure that the Services are up-to-date at the date of its publication. We do not representation or warranty that the Services will be reliable, accurate or complete, nor do we accept any responsibility arising in any way from errors or omissions and we make no commitment to update the Know-How.

3.2  The Services may incorporate materials from third parties. You agree that we are not responsible for examining or evaluating the Services or its accuracy and we do not warrant and, to the full extent permitted by law, will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or breach the rights of any other party and that we are not in any way responsible for any such use by you.

3.3   We do not undertake any obligation to consider whether any information provided through the Services is either sufficient or appropriate for your circumstances.

3.4   The Services may include archived information and resources, which may be incorrect or out-of-date.

3.5   We are not required to provide any support services in respect of or to update or provide new releases of in relation to the Services. We are not required to ensure or maintain any compatibility with any particular hardware or software. The Services are provided “as is”.

3.6   You acknowledge that the Services does not provide legal, financial or accounting advice nor a substitute for it and are provided for your information only. You should make your own enquiries and take independent professional advice tailored to your specific circumstances prior to making any decisions or using the Services.

3.7   You acknowledge that by using the Services, you consent and agree that we:

3.7.1    may collect and use Customer Data about you and your use of the Services; and

3.7.2   may collect, use, transmit, process and maintain information related to your account and any devices or computers registered for the purposes of providing the Services.

3.8   To the extent permissible by applicable law, we do not guarantee or warrant that any content or data you may store or access by your use of the Services will not be subject to inadvertent damage, corruption, loss, delayed access or removal and subject to clause 9 we shall not be responsible should such damage, corruption, loss, delayed access or removal occur.

3.9   Nothing in this Licence gives you any rights in, or to view, the source code of the Software.

4   Your obligations
4.1   You will comply with the terms of use of the Services in this Licence and will not:

4.1.1   copy, print out or otherwise reproduce any material relating to part of the Services, except as permitted under this Licence or authorised by us in writing;

4.1.2   make any part of the Services available to anyone, except as permitted under the Licence or authorised by us in writing;

4.1.3   alter any part of Services;

4.1.4   reproduce, distribute or re-transmit any of the Services in any material form;

4.1.5   upload and/or repost the Services to any other site or online location; or

4.1.6   "frame" the Services with other material on any other website or location, online service or bulletin board.

4.2   You must ensure that nobody other than you accesses the or Services using accounts created with your username and password.

4.3   You are solely responsible for the appropriate use and adaption of the Services for your own use.  You are responsible for configuring your own information technology, computer programs and platforms in order to access the Services.

4.4 You must:

4.4.1   protect the Services and Software from misuse, damage, destruction or any unauthorised use;

4.4.2   supervise and control the use of Services and Software in accordance with the terms of this Licence; and

4.4.3   if requested by us, issue a notice in a form approved by us a relevant third party advising of your obligations under this Licence and requiring third parties to take any steps necessary to enable you to comply with those obligations.

4.5   You agree to indemnify us and keep us indemnified from any loss, liability, damage, claim or expense which we may directly or indirectly suffer or incur in consequence of:

4.5.1   your breach of this Licence; and

4.5.2   any breach of any law or obligation by you, including obligations relating to privacy or data protection.

5   Use of the platforms

5.1   Notwithstanding any other provision in this License, we may:

5.1.1   change, suspend, remove, or disable access to the Platforms, or other materials comprising a part of the Platforms at any time without notice. In no event will we be liable (subject to clause 9) for making these changes;

5.1.2   impose limits on the use of or access to certain or all features or portions of the Platforms (including the Services), in any case and without notice or liability; or

5.1.3   withdraw the Services and prevent your use of it at any time without notice.

5.2   You must comply with the Platform Access Conditions from time to time in force.

5.3   If you fail, or we suspect on reasonable grounds that you have failed, to comply with any of the provisions of this Licence, we, at our sole discretion, without notice to you may preclude access to the Platforms (or any part thereof).

6   Fees payable

6.1   You must pay to us all Licence Fees when required.

6.2   If we do not receive the required payment within the specified time period, we may withhold the Services and suspend any rights granted under this Licence until such payment is received.

6.3   Interest on any unpaid amount shall accrue at the rate of 1.5% per month during the period of non-payment, or such lower maximum rate as permitted by law.

6.4   We may pay commissions or other amounts in connection with the grant of this Licence to you.

7   Audit rights
7.1   You must keep a record of the use of the Services and provide a copy of the relevant records to us if we request.

7.2   On request, you must verify to us in writing that the Services have been used by you in accordance with this Licence.

7.3   You must at your cost, assist us in connection with any audit.

7.4   The rights of audit extend to inspecting your files, computer processors, equipment and facilities (including those of your Related Bodies Corporate) wherever situate and you grant us all rights of access as may be required or appropriate to give effect this the provisions of this clause 7. 

7.5   If, following an audit we reasonably determine that additional, further or revised Licence Fees to use the Services are payable, you agree to pay us for such additional Licence Fees appropriate for your actual use of the Services, together with the costs of the audit.

8   Warranties and Representations

8.1   Subject to the provisions of this Licence, we warrant that your use of the Services will not infringe upon any person’s Intellectual Property Rights.

8.2   We do not (subject to clause 9 and any relevant laws) warrant that:

8.2.1   the Services are error-free or that such errors or defects may be corrected;

8.2.2   use of or performance of the Services will be uninterrupted;

8.2.3   the functions of the Services will operate in combinations selected by you;

8.2.4   the results obtained from the Services  will be in accordance with your expectations; or

8.2.5   that the Services will be fit for the particular purpose agreed to between us, or for any other purpose.

9   Statutory Guarantees and Limitation of Liability

9.1   Certain laws, including the Competition and Consumer Act 2010 (Cth) contain statutory rights in relation to goods and/or services (collectively, the consumer guarantees).

9.2   Nothing in this Licence excludes, restricts or modifies or purports to have the effect of excluding, restricting, limiting or modifying any condition, warranty, term or consumer guarantee or our liability under any such condition, warranty, term or guarantee to the extent the same cannot be excluded, restricted or modified by law.

9.3   Subject to clause 9.2, we do not give any guarantee, indemnity or warranty or make any representation of any kind, express or implied, with respect to the supply by us of any goods or services to any person, except as expressly set out in clause 8.1 of this Licence.

9.4   Subject to clause 9.2, our aggregate liability to you under or in connection with this Licence, however arising, is limited at our option to:

9.4.1   in the case of goods - the replacement of the goods, the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods; or

9.4.2   in the case of services - the supplying of the services again or the payment of the cost of having the services supplied again.

9.5   In no circumstances will we be liable to you or your successors in title or permitted assignees for Consequential Loss arising out of, in connection with or relating to the performance, breach, termination or non-observance of this Licence.

10   Intellectual Property Rights
10.1   You must notify us in writing if you become aware of:

10.1.1    any infringement of any of our Intellectual Property Rights;

10.1.2    any defect in the Services or Software; or

10.1.3    any material matters that may be of concern us concerning the Services or this Licence which come to your attention.

10.2   You acknowledge:

10.2.1   our exclusive right, title and interest in and to any and all Intellectual Property Rights embodied in or pertaining to the Services and associated materials, including any enhancements, Modifications and derivative works, shall at all times be and remain our exclusive property; and

10.2.2   you have no rights whatsoever in or to any of such Intellectual Property Rights excepting the rights granted to you under clause 2.

10.3   Subject to the provisions of this Licence, all rights, including but not limited to all Intellectual Property Rights related to or arising in respect of or concerning the grant of Licences, the Services and our business (collectively, Relevant Rights), are expressly reserved to us and you must not use the Relevant Rights without our prior written consent.  You shall acquire no Relevant Rights and must not claim ownership of or a right to use any Relevant Rights in any form or manner.

10.4   You must not do anything that will or is likely to damage or diminish the Relevant Rights or the reputation of ABSG, NSW Business Chamber and its Affiliated Entities.

11   Termination

11.1   We may immediately terminate this Licence by notice in writing to you if:

11.1.1   you fail to pay any sum payable under or in respect of this Licence, on or before the due date for payment of that sum;

11.1.2   we decide to withdraw the Services;

11.1.3   we end an applicable trial or evaluation period; or

11.1.4   you breach any term of this Licence and you do not remedy the default or breach (if capable of remedy) to our full satisfaction within 7 days after your receipt of a notice from us specifying the relevant breach.

11.2   Upon termination of this Licence neither party will have any further obligations under this Licence other than:

11.2.1   in respect of any liability for antecedent breach; or

11.2.2   any liability in respect of provisions of this Licence which are expressed to continue in full force and effect notwithstanding termination.

11.3   Upon Termination of this Licence, you must immediately:
11.3.1   cease to use the Services;
11.3.2   destroy all copies of log-in details and passwords; and
11.3.3   promptly take such further steps as we may require to vest in us all our Intellectual Property Rights.

11.4   The following clauses of this Licence shall continue in full force and effect notwithstanding termination of this Licence: clauses 3 (your acknowledgements), 7 (audit rights), 9 (statutory guarantees + limitation of liability) 10 (intellectual property rights), 11.2 to 11.4 inclusive (termination), 12 (assignment), 13 (governing law) and 14 (definitions).

12   Assignment
12.1   You may not assign, dispose of or otherwise transfer this Licence or any rights or obligations under this Licence without our prior written permission. 

12.2  We may assign, in part or in full, our rights under this Licence or the Licence without your consent.
Subject to this clause 12, this Licence shall be binding on the parties and their respective successors and permitted assigns.

13   Governing law
This Licence is governed by the laws of New South Wales which shall have non-exclusive jurisdiction with respect to any disputes.

14   Definitions

14.1 Personal pronouns:  Except where the context otherwise provides or requires:

14.1.1   the terms we, us or our refers to the NSW Business Chamber (or its assignee); and

14.1.2   the terms you or your refers to the named permitted licensee of the Services and the person entering into this Licence.

14.2   In this Licence, unless the context otherwise requires or provides:

ABCS means Australian Business Consulting & Solutions, a division of the NSW Business Chamber.

Affiliated Entities means NSW Business Chamber's subsidiaries, affiliates, associated entities and relevant partners as the case may be or the context requires from time to time.

Commencement Date means the date of acceptance by us of an Order Form or the date you are issued with a valid unique username and password as may be applicable.

Consequential Loss means any indirect, consequential, special or incidental loss or damage suffered by a party to this Licence including loss of profits, revenue, loss or corruption of data, goodwill, bargain, opportunities and loss of anticipated savings or other such loss or damage which may fairly and reasonably be considered not to arise naturally, that, is not according to the usual course of things, from the breach or other act or omission giving rise to the relevant liability.

Customer Data means:
(a)        Materials and information generated by the permitted use of the Services relating to you or your operations, members, facilities, customers, employees, business, assets or programs (Raw Data); and
(b)       Materials in any format whatever generated, stored, processed, retrieved, printed or produced by or on behalf of us in connection with this Licence utilising all or any of the Raw Data.

Diagnostic Assessment means the macro and micro business diagnostic and assessment functionality.

Diagnostic Report means the report produced as an output of use of the Diagnostic Assessment, which may include advice, action plans and business plans.

Intellectual Property Rights means all present and future intellectual and industrial property rights subsisting in any and all media and materials (whether now known or created in the future), conferred by statute, at common law or in equity and wherever existing.

Know-How means know-how provided by us to you by use of the Services comprising a comprehensive library of news and articles.

Licence means the terms and conditions of this document.

Licence Fees means the licence fees payable from time to time for the use by you of the Services.

Material means any software, hardware, firmware, equipment, tools, methodology or process, data, documentation or other material in whatever form, including without limitation any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions.

Modification means, in relation to the Software, any adaptation or derivative of the Software within the meaning of the Copyright Act 1968 (Cth).

NSW Business Chamber means NSW Business Chamber Limited ABN 63 000 014 504 (trading as Australian Business Consulting Solutions) of 140 Arthur Street, North Sydney, NSW 2060.

Order Form means an order form (in which you accept the terms of this Licence) submitted by you (or on your behalf) to us to request access to the Services.

Platform Access Conditions means the terms and conditions of access to the Platforms and any additional terms, conditions, notices and disclaimers displayed elsewhere on the Platforms, as amended from time to time.

Platforms means the website at businesspropel.com.au including its sub-domains and any other relevant platforms, electronic interfaces and websites that are owned, provided and/or operated from time to time by us or Affiliated Entities, regardless of how those websites are accessed by users (including via the internet, mobile phone or any other device or other means).

Related Bodies Corporate means as defined in the Corporations Act 2001 (Cth).

Services our business diagnostic tool and related services known as Business Propel that we provide via the Platform, which comprises access to and provision of the Diagnostic Assessment, Diagnostic Reports and Know-How using the Software.

Software means the software provided by us or by our suppliers which enables you to use the Services.

Term means, from the Commencement Date, the period specified in the relevant Order Form or if a period is not specified in the Order Form, 12 months.  We may agree to provide access for a trial period in which case the relevant period shall apply.