Licence valid for RTOs with less than 500 learners in children
For Larger RTOs such as TAFE, Universities, schools, and
Enterprise RTOs with additional locations and higher number of
learners please contact us for an extended licence.
If unsure, please contact us 0425 335 729
DATE: Effective upon “I agree’ acceptance of contract
Childcare Resources Australia Pty Ltd
ABN 22 166 597 020 of
(the Licensor)
The Party named in Schedule 1 (the Licensee)
Australian RTO as verified by Childcare Resources Australia.
This licence allows you to use materials within your own RTO in Australia
for less than 500 learners. You cannot on-sell or pass on in any form
without expressed permission of Licensor. All copyright remains with
CRA. For RTOs with over 500 learners please contact us for an extended
In clicking I agree, you agree to all the term within this contract. You
understand that passing, reselling materials or breeching copyright in any
way will result in a notification to ASQA, termination of the right to use
materials effective immediately and further legal action as outline within
this contract.
A. The Licensor owns or has the right to use the Intellectual Property.
B. The Licensee desires the Intellectual Property for the Permitted Use.
C. The Licensor grants, and the Licensee accepts, the limited and non-
exclusive licence of the Intellectual Property in accordance with the
terms of this Agreement.
In this agreement:
a. Business means the business operated by the licensee described
as such in the schedule;
b. Claim means a claim, demand, remedy, suit, injury, damage, loss,
cost liability, action, proceeding, right of action, chose in action, claim
for compensation or reimbursement or liability incurred, however
arising and whether ascertained or unascertained, or immediate,
future or contingent;
c. Commencement Date means the date so specified in the Schedule;
d. Confidential Information means all technical and other information
and know how, including all information and know how in any eye or
form or other format, disclosed or given to the
licensee from any source in respect of or incidental to: the Product;
the Technology; the Licensor; and any other information disclosed or
given to the Licensee by the Licensor which is declared by the
licensor to be confidential information;
e. GST means tax payable on a taxable supply under A New Tax
System (Goods and Services Tax) Act 1999 (Cth) and any related
f. Improvements means any improvement, alteration, development,
modification, enhancement or derivative of the Intellectual Property
arising during the term whether authorised by the Licensor or not;
g. Intellectual Property means all intellectual property rights arising at
any time protected by statute or common law, including (whether
registered or in registrable form) patents, engineering certifications,
processes, copyright and any registered designs, trademarks and
goodwill; and any other application or right to apply for registration of
any of these rights, and whether in Australia or overseas and also
includes: the Confidential information; the Improvements; the
Patent(s); the Trade Mark(s); and the Material.
h. Licence Fees means the amount specified in Schedule 1 and any
other fees or interest arising under this Agreement and payable by
the Licensee to the Licensor;
i. Material means all material, documents, information or data owned
by the Licensor, including the training material listed in Schedule 1,
any updates, variations, amendments or material supplementary
thereto and any information marked as “Material” or which the
Licensor informs the Licensee is “Material” for the purposes of this
j. Notice means a written notice, consent approval, direction, order or
other communication;
k. NQF means the National Quality Framework established and
administered by the Australian Government by virtue of the Australian
Children’s Education & Care Quality Authority as it is known from time
to time.
l. Obligation means any legal, equitable, contractual, statutory or other
obligation, agreement, covenant, commitment, duty, undertaking or
m. Patent means the registered patent or patent application including
the provisional and complete specifications described in Schedule 1;
n. PDF means Material released in a computer file format designed for
the transmission of multimedia materials and documents that are not
intended to be edited further and appears unaltered in alternative
computer environments.
o. Permitted Use means to use the Material to deliver early childhood
education and care to students enrolled in the Licensee’s education
program and enable the Licensee to comply with National Standard
means the product described as such in the schedule;
q. Right includes a legal, equitable, contractual, statutory or other right,
power, authority, benefit, privilege, remedy, discretion or cause of
r. Technology means all that technical information which relates to or
forms part of the Materials or Product, including, without limitation,
methodology, techniques, drawings, outlines, notes, algorithms,
detailed designs, flow charts, results, software: partial or
intermediate versions and prototypes, data, formulae and other
proprietary information and know how in the licensee's possession or
control or which is revealed to the licensee;
s. Term means the term as specified in Schedule 1; and
t. Trade Mark means the registered trade mark, trade mark registration
application and common law trademarks described in Schedule1.
In the interpretation of this agreement unless the context otherwise
a. References to legislation or provisions of legislation include changes
Page 2 of 6
re-enactments of the legislation and statutory instruments and
regulations issued under the legislation;
b. Words denoting the singular include the plural and vice versa; words
denoting individuals or persons include bodies corporate and vice
versa; references to documents or agreements also mean those
documents or
agreements as changed, novated or replaced, and
words denoting one
gender include all genders;
c. Grammatical forms of defined words or phrases have corresponding
d. Reference to an amount of money is a reference to the amount in the
lawful currency of the Commonwealth of Australia;
e. References to a party are intended to bind their executors,
administrators and permitted transferees; and
f. Obligations under this agreement affecting more than one party bind
them jointly and each of them severally.
This Agreement may be accepted by doing either one or more of the
a. duly executing this Agreement in hard copy; or
b. duly executing this Agreement electronically via DocuSign or other
acceptable to the Licensee electronic signature standard;
c. otherwise indicating an acceptance in writing (including by email) of
an application, schedule, proposal or quotation issued by the
Licensor in or to which this Agreement is attached or referred to;
d. Issuing a purchase order or similar request for goods or services in
response to the application, schedule, quotation or proposal referred
to at (c) above;
e. By clicking “I agree” or similar affirmation when asked whether you
agree with the terms and conditions of access to the Material via the
Licensor’s website; or
f. Accessing the Material after being provided with a copy of this
Agreement and/or the application, schedule, proposal or quotation
referred to in (c) above.
In consideration of the Licensee’s agreement to be bound by this
Agreement and its ongoing compliance with its obligations under this
agreement, including without limitation payment of the Licence Fee,
the Licensor grants to the Licensee a non-exclusive, non-
transferrable, revocable licence to access and use the Material for
the Permitted Use throughout the Term in accordance with the terms
of this Agreement.
g. The Licensee may make changes to the Material (excepting
photographic, pictorial or diagrammatic representations, used in the
Material pursuant to external licensing) for their own benefit and use,
but only in accordance with this Agreement.
h. Any changes made to the Material by the Licensee are made and
used at the sole risk of the Licensee and the Licensee indemnifies
the Licensor as to any Claim that may subsequently arise.
i. All changes made to the Material by the Licensee must be noted as
changes, amendments or adaptions of the Licensee pursuant to this
j. The Licensee will ensure suitability of the Material for their own use
and the Licensor provides no warranty as to use of the Material
beyond any stated therein.
k. Except as otherwise authorised by this agreement, the Licensee must
not and must ensure that any other third party must not, on-sell, load
on to any website, portal, database or other platform accessible by
third parties (for example, Moodle), change formatting or disable or
attempt to disable any protection measures contained within the
Materials; and
l. Should the Licensor have reasonable suspicion (howsoever formed)
that the Licensee is or may be breaching any of the above restrictions,
then without limiting any other rights of the Licensor under this
Agreement or at law, the Licensor:
i. may immediately suspend all access to the Material without
liability of claim to the Licensee;
ii. may refer the Licensee to Australian Skills Quality Authority or
other industry or governing body for investigation and/or
disciplinary action; and
iii. may claim from the Licensee as a liquidated debt, an amount
equal to the sum that the Licensor would have received had each
individual that accessed the Material as a result of or in
connection to a breach of this Agreement paid the relevant
Licence Fee or it been paid on their behalf.
a. The Licensee acknowledges that the Material has commercial value
to the Licensor and is the property of the Licensor.
b. Nothing in this agreement has the effect of transferring title to or an
interest or Rights in any of the Material, Product or the Intellectual
Property to the Licensee or anyone, including any modified version of
the Material, Product or the Intellectual Property.
c. All Intellectual Property rights existing in the Material and the Product
as at commencement of the Term or coming into existence at any
time in the future, including in any parts of the Material or Product
worked on or contributed to by the Licensee or its personnel,
employees, representatives, sub-licensees or assigns, will at all times
remain vested in the Licensor, without exception.
a. Title to the Material and the Intellectual Property, including any
Improvements, whether or not made by the Licensee (or at the
Licensee’s request), remains at all times vested in the Licensor.
b. Notwithstanding the restrictions in clause 6.m, if the Licensee (or any
person granted access to the Intellectual Property) develops any
Improvements in relation to the Material or the Intellectual Property,
then all intellectual property rights then existing or created in the
Improvements will immediately vest in the Licensor on their creation;
c. The Licensee will do all things and sign all documents, including
without limitation procuring that any of the Licensee’s employees,
agents, personnel or contractors sign all documents, to ensure the
vesting is secured to the Licensor.
d. If for any reason the Intellectual Property rights in the Improvements
do not immediately vest in the Licensor:
i. where the Intellectual Property rights to the Improvement are
assignable, the Licensee irrevocably assigns to the Licensor all
right title and interest in any Intellectual Property Rights
subsisting in the Improvement and will do all things necessary to
give effect to such assignment;
ii. where the Intellectual Property Rights to the Improvement are not
capable of assignment, the Licensee grants the Licensor an
irrevocable, royalty free and exclusive licence to the Intellectual
Property rights subsisting in the Improvement.
e. The Licensor reserves the right to develop new material separate to
the Material the subject of this Agreement. Any new material may use
other technologies or content in addition to current technologies or
content. The Licensee agrees that additional fees for new
functionality, content or modules not available in the current Material
may be applicable should the Licensee wish to upgrade to any new
During the term, the Licensee must:
a. Promptly advise the Licensor of any litigation or arbitration or threat
of litigation or arbitration which may involve the Material or Intellectual
b. keep the Licensor advised of the progress of any litigation or
Page 3 of 6
arbitration involving the Material or Intellection Property. In particular,
the Licensee must take into account and adhere to the views of the
Licensor in relation to the conduct or settlement of any such litigation;
c. provide to the Licensor, at the request of the Licensor, copies of any
documents or other material including legal advice relating to such
litigation or arbitration;
d. Allow the Licensor to inspect the place and method of use of the
Intellectual Property or Material by the Licensee;
e. Take all steps necessary to safeguard and keep the Intellectual
Property confidential;
f. Keep the Intellectual Property in a secure manner;
g. Keep its Information Technology infrastructure used in connection
with or to operate the Intellectual Property up to date, maintained in
good order and repair and safe from damage;
h. Maintain and keep current any relevant third-party software required
to operate with, or protect the integrity of, the Intellectual Property.
(and the Licensee acknowledges that the Intellectual Property may
not be able to be accessed or may not properly function, if the
Licensee does not comply with this sub clause);
i. Accept all regular updates made to the Intellectual Property by the
Licensor (and the Licensee acknowledges that nothing in this clause
or this Agreement generally obliges the Licensor to provide any
updates to the Material or Intellectual Property);
j. Preserve the confidential nature of the Confidential Information
(including Intellectual Property Rights contained within the Material),
and to use reasonable care to prevent the unauthorised use, copying,
publication or dissemination of any part of the Intellectual Property,
Material and the Confidential Information;
k. Notify the Licensor promptly of any actual or suspected infringement
of the Rights relating to or connected with the Intellectual Property or
the Material and all relevant information known concerning such an
l. Take all reasonable action as may be specified by the Licensor
concerning any infringement; and
m. Procure from any of its employees, contractors or agents prior to
disclosure of the Material to those employees, contractors or agents,
instruments binding them to the same duties as are set out in this
Agreement and only disclose the Material to those persons where it
is required to complete the Permitted Use.
a. The Licensee must not and must ensure that any employee,
contractor, officer, student or other authorised user of the Material
must not:
i. decompile, copy, disassemble, reverse engineer or otherwise
attempt to derive or use the Source Code from the any of the
Intellectual Property;
ii. engage any third party for the purpose of copying the Material or
the Intellectual Property, including without limitation the “look and
feel” of the Material, the general format of the Material or its
presentation or graphics;
iii. sell, rent, lease, licence, display, time share or otherwise transfer
any part of the Intellectual Property or Material to, or permit the
use of any part of the Intellectual Property or Material by third
iv. allow a third party to access, alter, enhance, adapt, develop or
modify any part of the Intellectual Property or Material or attempt
to do any of those things, unless expressly authorised by this
v. knowingly disclose the Intellectual Property or Material or any part
of it to any third party, unless expressly authorised by this
vi. at any time do or suffer to be done any act or thing which may in
any way impair the rights of the Licensor in the Intellectual
a. This Agreement will continue for the Term unless terminated earlier
in accordance with this clause
b. Should the Licensor continue to allow access to the Material after the
expiry of the Term, this Agreement will continue to bind the parties on
a holding over basis, such that either party can terminate on 30 days’
notice to the other.
Termination on notice
c. Either party may terminate this agreement by notice in writing to the
other if the other party commits a material breach of essential
provision of this agreement, and, where:
i. the breach is capable of remedy, the party has failed to remedy
such breach within 14 days of receipt of Notice specifying the
exact nature of the breach committed by the defaulting party and
requesting remedy.
ii. The breach is not capable of remedy, on the expiry of 14 day’s
written notice of the breach.
Immediate termination
d. The Licensor may, by notice in writing, terminate this agreement with
immediate affect upon:
i. the making or filing of any application to wind up the Licensee
under any law or government regulation relating to bankruptcy or
insolvency including being unable to pay its debts or suspends
payment of its debts within the meaning of the Bankruptcy Act
1966; or
ii. the appointment of a receiver, agent or manager for all or
substantially all of the property of the Licensee; or
iii. the making by the Licensee of any assignment, arrangement or
composition whether formal or informal for the benefit of its
creditors; or
iv. the institution by the Licensee of any proceedings for the
liquidation or winding up of its business; or
v. the Licensee suffers or incurs anything analogous or having
substantially similar effect to the events specified in (i) to (iv)
vi. the failure to pay the Licence Fee or any instalment thereof within
7 business days of its
due date for payment irrespective of
whether formal demand is made; or
vii. in any event and without the need for default by the Licensee,
upon giving the licensee 14 days prior written notice.
Effect of termination
e. Upon termination all rights of the Licensee granted under this
Agreement shall terminate and access to the Material will cease and
the Licensee must:
i. immediately cease using the Material;
ii. promptly deliver to the Licensor all documents and other
materials including all copies in its possession relating to the
Material or the Intellectual Property in their possession or control;
iii. promptly delete all the Material held electronically in any medium
in their possession or control or distributed by them;
iv. promptly destroy all documents which were prepared by or for the
Licensee and which were based wholly or partly on the Material,
and delete all such documents held electronically in any medium
in their possession or control;
v. immediately pay any unpaid fees to the Licensor including any
unpaid instalments of the Licence Fee (whether or not presently
due and payable);
vi. promptly certify to the Licensor in a form reasonably requested
by the Licensor that they have complied with the preceding sub
Page 4 of 6
clauses, and do such further things as may be reasonably
required by the licensor to protect the Licensor’s Intellectual
Property Rights.
Consequences of termination
f. Termination under this clause does not preclude a party’s right
to recover damages as a result of the breach and consequent
termination and shall not relieve the Licensee from liability arising
from any antecedent breach of the terms of this Deed.
g. The Licensor reserves its right to inform ASQA or existing State and
Federal Governing bodies of any criminal or civil action which may
occur as a result of a breach of this Agreement.
Payment of Licence Fee
a. The Licensee must pay the Licence Fee specified in the Schedule 1
to the Licensor during the term in the following manner:
i. The Up Front Fee must be paid on the Commencement Date; and
ii. The remainder of the Licence Fee (being the amount equal to the
Licence Fee less the Up Front Fee received by the Licensor) is to
be paid on the Payment Dates specified in Schedule 1; and
iii. On expiry of the Term or earlier termination, any part of the
Licence Fee that remains unpaid becomes immediately due and
iv. The Licensee acknowledges and agrees that:
1. the Licence Fee (or each instalment of the Licence Fee where
relevant) is immediately released to the Licensor upon
payment and is non-refundable where this Agreement is
terminated for any reason.
2. That the Licensor is not required to supply or release the
Material to the Licensee whilst any fee remains unpaid.
Late payment
b. If the Licence Fee or any other monies payable by the Licensee to
the Licensor remain unpaid for seven days after the due date for
payment, whether or not formal demand has been made, then the
Licensee is liable to pay, in addition to any monies actually owing to
the licensor:
i. Interest at the rate of 2% over the bank indicator lending rate for
overdrafts of $100,000.00 nominated by the licensor on such
monies from the date the payment actually fell due until such
monies are recovered and paid to the licensor; and
ii. All of the Licensors' legal costs and disbursements (on a full
indemnity and solicitor and client basis) in relation to enforcing or
preserving its' right to receive payment under this agreement.
c. The Licence Fees or any other monies payable under or in
connection with this agreement are exclusive of GST.
d. If GST is payable on any supply made by a party under or in
connection with this agreement, the consideration provided (or to be
provided) for that supply will be increased by an amount equal to the
GST liability properly incurred by the party making that supply.
e. The party making the supply must provide a tax invoice or receipt,
which is in an approved form for GST purposes, for any supply for
which the party making the supply may recover GST.
a. The Licensee indemnifies the Licensor and keeps the Licensor
indemnified against all claims, loss, liability, damage or expense
(including legal costs on a solicitor client basis) incurred in connection
with any:
breach by the Licensee of this agreement;
ii. claim by third party against the Licensor arising out of or in any
way related to any act or omission of the Licensee;
iii. exercise of the Licensee’s rights granted under clause 3; or
iv. any act or omission by a person to whom the Licensee disclosed
to or granted rights in the Material whether or not with the consent
of the Licensor, which if done or omitted to be done by the
Licensee, would be a breach of this Agreement.
b. The Licensee hereby irrevocably releases the Licensor and waives
claims which the Licensee may have in the future against the
Licensor, in respect of any action claim or remedy whatsoever in any
way attributable to the exploitation of the intellectual property by the
c. Where any statute or law implies warranties or conditions into this
agreement or on the supply of access to the Material, which cannot
be lawfully modified or excluded under this agreement ('Non-
excludable Condition') then this agreement will be read subject to
such Non-excludable Condition. Where such statute or law permits,
the liability of the Licensor to the Licensee for breach of such Non-
excludable Condition is limited to re-supplying the Material or the cost
of paying a third party to re-supply same.
d. The Licensor will not be liable to the Licensee for indirect or
consequential loss or damage of any kind, loss of profits, loss of
opportunity, revenue and economic loss, loss of data, failure to
realise expected profits or savings, overhead costs, loss of reputation
or goodwill arising out of or in any way connected with the Material,
the Intellectual Property or this agreement (including under statute or
in tort).
e. The Licensor warrants that it has full authority and capacity to enter
into this agreement and to grant to the Licensee the rights it purports
to grant in this agreement.
f. The Licensor warrants that it has taken reasonable steps to ensure
the Materials meet the requirements of the relevant national training
packages and current national standards for RTOs at the date of
original publication of the Materials. However:
i. The Licensee is solely responsible for ensuring that any material
it uses meets the standards or guidelines required by it or any
external body governing or regulating the operation of its
business within its industry, including but not limited ASQA and/or
any future governing bodies; and
ii. The Licensee will not hold the Licensor liable for any instances of
non-compliance by the Licensee with applicable national
standards for RTOs or future standards as outlined by the
relevant industry governing bodies.
g. The Licensee warrants and represents that in entering into this
agreement the Licensee has:
i. relied on its own enquiry as to the performance and functional
characteristics of the Material; and
ii. not relied on any representation made by the Licensor unless
they are reduced to writing and are expressly specified in this
h. To the fullest extent permitted by law, any condition or warranty which
would otherwise be implied in this Agreement is hereby excluded.
a. The Licensee consents to the Licensor using any of its personal
information for the purposes set out at the time of collection and
otherwise in accordance with the Licensor’s privacy policy in place
from time to time.
b. Where the Licensee has collected and provided any information on
behalf of others (including employees, contractors and students), the
Licensee hereby warrants and to the Licensor that it has obtained all
required informed consents from the owners of that information to
allow the Licensor to make use of the information as foreshadowed
in this Agreement.
c. The Licensee will indemnify and hold the Licensor harmless in
respect of any loss, damage, claim, liability or injury suffered by the
Licensee as a result of or in any way arising out of a failure by the
Page 5 of 6
Licensee to obtain informed consent from the owners of any personal
information used by the Licensor.
a. The Licensee must not make or allow to be made any press or other
public announcements, advertisements, promotions or releases
relating to this Agreement, the Material, the Intellectual Property or
any transactions the subject of this agreement without the approval
of the Licensor which may be withheld in the absolute discretion of
the Licensor.
a. The Licensee must not assign its rights or obligations under this
agreement without the prior written consent of the Licensor, which
consent may be given or
withheld, or given on conditions, in the
absolute discretion of the Licensor.
b. The Licensor may assign any rights or obligations without prior written
consent of the Licensee.
14. TIME
a. The parties hereto agree that time shall in all respects be of the
essence in
regards this agreement.
a. A communication required by this agreement, by a party to another,
must be in
writing and may be given to them by being:
Delivered personally; or
ii. Posted to their address specified in this agreement, or as later
notified by them, in which case it will be treated as having been
received on the second business day after posting; or
iii. Sent by email to their email address, when it will be treated as
received on that day.
a. A party's failure or delay to exercise a power or right does not operate
as a waiver of that power or right.
b. The exercise of a power or right does not preclude:
Its future exercise; or
ii. The exercise of any other power or right; or
iii. The variation or waiver of a provision of this agreement or a
party's consent to a departure from a provision by another party
will be ineffective unless in writing executed by the parties.
a. This agreement may be executed in any number of counterparts each
of which will be an original, but counterparts together will constitute
one and the same instrument, and the date of the deed will be the
date on which it is executed by the last party.
b. Where this Agreement is signed by electronic of digital signature,
each party agrees that the electronic signatures, whether digital or
encrypted, of the parties included in this Agreement are intended to
authenticate this writing and to have the same force and effect as
manual signatures.
c. Delivery of a copy of this Agreement bearing an original or electronic
signature by email or by any other electronic means intended to
preserve the original graphic and pictorial appearance of a document,
will have the same effect as physical delivery of the paper document
bearing an original or electronic signature.
a. If any provision of this agreement is held by a court to be unlawful,
invalid, unenforceable or in conflict with any rule of law, statute,
ordinance or regulation it is to be severed so that the validity and
enforceability of the remaining
provisions are not affected.
a. Each party will pay its own costs, inclusive of legal costs and
disbursements, of and incidental to this Agreement.
b. The Licensee will bear all stamp duties, taxes and governmental
charges arising, or incidental to this agreement, and keep indemnified
the licensor in
respect of that liability.
c. The Licensee will bear all GST payable in respect of any supply under
this agreement upon receipt of tax invoice issued by the licensor.
a. The following clauses survive expiration or termination of this
Agreement: 0, 1.t, 3.l.iii, 4.c, 5.e, 6.m,, 8.g, 9.e, 10.h, 14.a,
15.a.iii, 17.a, 19.c, 20 and a.
22. This agreement is the entire understanding of the parties with respect
to its subject matter and supersedes any prior arrangement or
understanding between the parties.
a. This Agreement may not be varied during the Term except in writing
signed by all the parties. Where this Agreement is in a holding over
period under clause, the Licensor may vary this Agreement
(including the Licence Fees) at any time during a holding over period
by giving the Licensee at least 30 days’ notice in writing of any
Accepted online by Childcare Resource Australia Pty Ltd ACN in
accordance with section 127 of the Corporations Act 2001 (Cth):
Karen Atkinson
Name Director/ Secretary
Page 6 of 6
RTO as verified through login system
Single unit purchase detailed on receipt.
Total: As shown on receipt.
Receipt to be provided to ASQA as proof of purchased materials in addition to signed agreement
CHC30121 Certificate III in Early Childhood Education and Care
CHC50121 Diploma of Early Childhood Education and Care
The learning materials provided in word doc to the licensee depends upon purchase outlined above but may include:
Unit Overview & Assessment Plans
Learning Guides in Word
Learner guide mapping
Assessment Validation & Mapping Document
Written Assessments
Assessor Marking Guides
Learner Workplace Preparation Guide
Learner Workplace Record Booklet
Workplace Tasks
Assessor Observation and demonstration checklists
Third Party Report
Reflective Questions
RTO How-To Guide for Using CRA Resources and video
Note: The licence allows you to use materials within your own RTO. You cannot on-sell or pass on in any form
without expressed permission of Licensor. All copyright remains with CRA.