Background

  • The Coherence Group Pty Ltd (“The Coherence Group”) has developed and owns a product known as “Change Leader360” (hereafter “CL360”);
  • The Customer purchases CL360 to use on these terms;
  • By completing its purchase of CL360, the Customer irrevocably agrees to be bound by these terms under the laws of Victoria, Australia.

Definitions

In this Agreement, unless the context demands otherwise:

  • Business Day means any day on which the banks are ordinarily open for business in Melbourne, Australia excluding Saturday, Sunday and public holidays;
  • Coherence Group means The Coherence Group ABN 34 113 518 540
  • CL360 means the product owned by The Coherence Group and any alterations or updates to that product;
  • Fee means the amount of (as payable in relation to CL360 as ordered through Online Shop or through approved Distributors);
  • Online Shop means the website maintained by The Coherence Group in order to sell CL360 and any other product produced or offered by The Coherence Group;
  • GST has the meaning given to it in A New Tax System (Goods and Services Tax) Act 1999, Australia;
  • Customer means any organisation or person who purchases the CL360 product via the Online Shop or through approved Distributors.

Interpretation

In this Agreement, unless the context requires otherwise:

  • a reference to a person includes a corporation or any other legal entity;
  • the singular includes the plural and visa versa;
  • headings are for convenience and do not form part of this Agreement or otherwise affect its interpretation;
  • the term “includes” (or any similar term) means “includes without limitation”;
  • a reference to a dollar amount is inclusive of any GST payable;
  • if the Agreement would otherwise obligate a party to do something on a day that is not a Business Day, that party is obligated to do that thing on the next Business Day;
  • a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and to all delegated legislation or other statutory instrument created under it.

Grant to use CL360

  • In consideration for the Customer having paid the Fee in full , The Coherence Group and its distributors grant the Customer permission to use CL360 on an ongoing basis;
  • The Customer acknowledges that usage is for one version of CL360 only on a per person basis. If an updated version is released and it wishes to use that updated version it will be required to purchase this updated version (for a supplementary fee)
  • The Customer acknowledges that this permission is not exclusive and The Coherence Group and its distributors may grant similar permissions to any other party in its discretion;
  • The Customer acknowledges that its use is non transferrable and indemnifies The Coherence Group and its distributors against any loss suffered if the Customer attempts to transfer permission to use CL360, or in any other way allow another party to use CL360.

Training

  • The Customer may request training in relation to its use of CL360 via The Coherence Group or its distributors of the product for a fee to be agreed between the parties.

Ownership of Intellectual Property

  • For the avoidance of doubt, the Customer acknowledges that moral rights and intellectual property rights in CL360 will at all times vest in The Coherence Group. The Coherence Group agrees to allow the Customer to place some of its branding on versions of CL360. However, it may only do so if it does not remove any CL360 or The Coherence Group branding and source statements.
  • The Customer irrevocably agrees that it will not, by placing its branding on any part of or version of CL360, attain any moral and/or intellectual property rights in CL360 whatsoever.

Customisation of CL360 for Customer

  • If the Customer requests The Coherence Group or its distributors to customise CL360, it will pay any additional fee agreed between the parties promptly and in full.

Termination of Agreement

  • The Coherence Group or its distributors, may terminate an agreement with any organisation using CL360 if it learns that the Customer has attempted to transfer usage of CL360 or has in any way misused CL360. The Customer will be deemed to have misused CL360 if an ordinary reasonable person would consider its actions to constitute misuse. If The Coherence Group terminates this agreement, no refund or compensation will be payable.
  • If a refund is at any time requested, notwithstanding that The Coherence Group or its distributors are not obligated to agree, if it agrees to provide that refund, the product may not be used by the Customer.

Liability

  • To the full extent permitted by law, The Coherence Group and its distributors exclude all liability in respect of loss of data, interruption of business or any consequential or incidental damages;
  • To the full extent permitted by law, The Coherence Group and its distributors exclude all representations, warranties or terms (whether express or implied) other than as expressly provided in this Agreement.

Provision of Notices

  • Notices under this Agreement are to be in writing and may be given by to The Coherence Group by:
    • Hand delivery to its registered office during ordinary business hours;
    • Registered post to the same address; or
    • Email to programs@thecoherencegroup.com
  • Notices to the Customer may be provided to the address and/or email address that the Customer provides on purchasing CL360.
  • A notice by email will be taken to have been received at 9am the day after it is sent. All other notices will be taken to have been received on the second business day after they are sent.

Resolution of Disputes

  • In the event that a dispute arises between the parties:
    • The parties agree to negotiate in good faith for a period of not less than 14  days; and
    • If after 14 days the parties have still not resolved the matter, either party may write to the President of the Law Society of Victoria and ask that he or she appoint an independent expert to determine the dispute. The parties agree that the determination of that expert will be binding, and that they will share the cost of this process equally.

Marketing and Privacy

  • The parties agree that The Coherence Group and its distributors will from time to time collect the personal and corporate details of the Customer. These details may include (but are not limited to) the relevant party’s name and address, the contact details of the party, the nature of its business, and preferences in terms of its change processes and software and program purchasing habits. The parties agree that:
    • Subject to any relevant law, The Coherence Group and its distributors may provide further marketing material and information to the party whose information it has collected; and
    • The Coherence Group may use the relevant information to consider changes to, and improvements of CL360; and
    • While The Coherence Group and its distributors will endeavour to ensure the security and confidentiality of all information referred to in this clause, it will not be liable for any security breach or disclosure of such information; and
    • There are certain circumstances in which The Coherence Group and its distributors may actively disclose the information referred to above, such as in order to comply with a law or investigation by governmental authorities, and to its professional advisers.

Miscellaneous

  • This Agreement is governed by the laws of Victoria, Australia;
  • If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions;
  • This Agreement is the entire agreement of the parties;
    • A provision of this Agreement may not be waived or varied except in writing;
    • This Agreement may be amended only be a document signed by all parties;
    • This Agreement may be executed in counterparts which will be taken together to constitute one document.