Licence Agreement

1. Agreement and acceptance

1.1 This agreement is between Rachel Daphne Coaching, ABN 99 537 475 840 (we, us), and the organisation named at purchase or in the Schedule (you).

1.2 You accept this agreement when you tick the licence-terms box at checkout, sign an order form or proposal that refers to it, or first use the Materials, whichever happens first. The person accepting confirms they are authorised to bind the organisation.

2. Definitions

• Program means the 12-Week Team Development Program.
• Materials means the Program resources we supply to you: the 12 presentation decks and their speaker notes, the 12 sets of facilitator notes, the 12 participant workbooks, the Course Overview, the Facilitator Guide, feedback survey links and QR codes, and any updates we supply during the Term.
• Facilitator means an individual employee or contractor of yours, named in the Schedule, who delivers the Program.
• Participant means a person who attends a Program cohort delivered by a Facilitator.
• Cohort means one group of up to 15 Participants taking the Program together.
• Licence Tier means Team, Business Unit or Organisation, as set out in clause 4 and the Schedule.
• Term means 12 months from the Start Date in the Schedule, and any renewal period.
• Internal Use means delivering the Program to your own employees and contractors, not to your clients or the public.

3. Licence grant

3.1 From the Start Date and for the Term, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use the Materials so that your Facilitators can deliver the Program for Internal Use, within the limits of your Licence Tier.

3.2 Delivering the Program to your clients, customers or the public, or charging anyone to attend, needs our separate written agreement.

4. Licence tiers and limits

4.1 Each Cohort may have no more than 15 Participants. Facilitators may run as many Cohorts as needed during the Term, until the Participant total for your tier is reached.

4.2 You may replace a named Facilitator by telling us in writing. You may move up a tier at any time by paying the difference in fees.

4.3 You will keep a simple record of each Cohort (dates, Facilitator and number of Participants) and give it to us on request, no more than once a year.

5. What you may do

5.1 Facilitators may display the decks, use the speaker notes and facilitator notes, and deliver the Program in person or online.

5.2 You may print or share digital copies of the participant workbooks with Participants in a licensed Cohort. Participants may keep their workbooks for their own personal use after the Program.

5.3 Facilitators may add their own spoken examples, stories and discussion questions relevant to your organisation.

5.4 You may keep one backup copy of the Materials for use during the Term.

6. What you may not do

7. Fees and payment

7.1 You pay the licence fee for your tier shown in the Schedule, in Australian dollars. Fees are exclusive of GST. Where GST applies, we add it to the fee at the current rate and issue you a tax invoice.

7.2 Team licences are paid online at purchase. Business Unit and Organisation licences are paid by invoice, and we release the Materials once payment is received.

7.3 Because the Materials are digital and supplied immediately, fees are not refundable once the Materials have been delivered, except where the Australian Consumer Law requires a refund.

8. Term and renewal

8.1 The licence starts on the Start Date and lasts 12 months.

8.2 You may renew for a further 12 months at our renewal fee at that time (for a Team licence, currently AUD $999 plus GST, or AUD $899 plus GST if you renew before the Term ends). We will remind you before the Term ends. If you don't renew, the licence ends at the end of the Term.

8.3 Participant totals in clause 4 reset at the start of each renewal period.

9. Termination

9.1 Either party may end this agreement by written notice if the other seriously breaches it and does not fix the breach within 14 days of being asked to.

9.2 We may end this agreement immediately if you share or publish the Materials in breach of clause 6.

9.3 When this agreement ends, you must stop running new Cohorts and delete or destroy all copies of the Materials, other than workbooks already given to Participants. A Cohort already in progress may finish its remaining sessions.

9.4 Clauses 6, 10, 11, 12, 13 and 14 continue after this agreement ends.

10. Disclaimers and the Australian Consumer Law

10.1 The Program and Materials are for general educational and professional development purposes. They are not psychological, medical, legal, financial or other professional advice, and are not a substitute for clinical or crisis support.

10.2 You are responsible for choosing suitable Facilitators, for the wellbeing and safety of Participants during your sessions, and for directing Participants to appropriate support (such as your employee assistance program) where needed.

10.3 Results depend on how the Program is delivered and applied, so we do not guarantee any particular outcome.

10.4 Nothing in this agreement excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law that cannot lawfully be excluded. Where our liability for failing to meet a consumer guarantee can lawfully be limited, it is limited to supplying the Materials again or paying the cost of having them supplied again.

11. Limitation of liability

11.1 To the extent permitted by law, our total liability under or in connection with this agreement is limited to the licence fees you paid in the 12 months before the claim arose.

11.2 To the extent permitted by law, neither party is liable for any indirect or consequential loss, or for loss of profit, revenue or data.

12. Intellectual property

12.1 We own all intellectual property in the Program and Materials, including the Program name and the tagline "Develop the Individual, Strengthen the Team, Elevate the Organisation". Only the rights expressly granted in this agreement pass to you.

12.2 Copies of the Materials may carry your organisation's name or a licence number. This identifies your licensed copy, and you must not remove it.

12.3 If you suggest improvements to the Program, we may use them freely.

13. Confidentiality and privacy

13.1 Each party will keep the other's non-public business information confidential.

13.2 We handle personal information in line with our Privacy Policy. We do not receive Participants' workbook responses. If you use the Program's feedback surveys, responses are collected by us and used only to improve the Program and, in summary form, to report back to you.

14. General

14.1 We may update the Materials during the Term. Updates are covered by this licence.

14.2 You may not assign this agreement without our written consent.

14.3 This agreement, with the Schedule, is the entire agreement about its subject matter. If any part is unenforceable, the rest continues.

14.4 Notices must be in writing, by email to the addresses in the Schedule.

14.5 This agreement is governed by the laws of Queensland, Australia, and both parties submit to the courts of that State.

Schedule: licence details

For online Team licences, these details come from the checkout and the confirmation email. For invoiced licences, they are filled in on the order form.

• Licensee (organisation):
• ABN or company number:
• Contact name and email for notices:
• Licence number:
• Licence Tier: Team / Business Unit / Organisation
• Named Facilitators:
• Start Date:
• Licence fee: Team AUD $1,999 + GST / Business Unit quoted on request / Organisation quoted on request
• Renewal fee: Team AUD $999 + GST (AUD $899 + GST if renewed before the end date) / Business Unit quoted on request / Organisation quoted on request
• Our notice email: hello@racheldaphnecoaching.com

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