Customer Licence Agreement Corporate

Co.Design4All Framework – Customer Licence Agreement Corporate

Co.Design4All – Organisational User Terms 

THIS LICENCE AGREEMENT is made on the date set out in Item 5 of the Schedule.

Notice to End User: Codesign 4 All Pty Ltd grants you permission to access and use the Co.Design4All Services for which you have a valid and current license (“Services”) only on the condition that you, as a user of the Services (“you”), accept all the terms and conditions contained or referenced in these User Terms. 

Capitalized terms not defined herein shall have the same meanings found in the Co.Design4All Customer Terms made available here: www.codesign4all.com/customer-licence-agreement-corporate/

1. Agreement with Co.Design4All

1.1 In addition to these User Terms, your access to and use of the Services is governed by the written licensing terms previously agreed to in a separate agreement between your employer, or the company you otherwise represent (“(Your) Employer”) and  Codesign 4 All Pty Ltd and its agents and Affiliates (collectively, “Co.Design4All”). 

1.2 If Your Employer has not previously agreed to the applicable licensing terms, then your access and use of the Services is further subject to the current Co.Design4All Customer Terms available here: www.codesign4all.com/customer-licence-agreement-corporate/ (“Co.Design4All Customer Terms”). 

1.3 “Agreement” as used in these User Terms means the terms and agreements mentioned in either Section 1.1 or Section 1.2, as applicable. The Agreement is incorporated into these User Terms. In the event of any conflict between the Agreement and these User Terms, the Agreement will apply. 

2. Acceptance of these User Terms

2.1 You may not access or use the Services if you do not agree to these User Terms.

2.2 You may not use the Services if you are:  

• prohibited by law, regulation, or generally accepted practices or guidelines or Applicable Law in any Applicable Jurisdiction from receiving or using the Services; 
• not fully able and competent to enter a binding contract with Co.Design4All. You affirm that you are over the age of majority in your Applicable Jurisdiction and acknowledge that these Services are not intended for minors in your Applicable Jurisdiction, and in any case children under the age of 13; nor; 
• a direct competitor of any of the Services and are using such Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. 

2.3 These User Terms will apply from the beginning of our relationship with you as the End User, which occurs as soon as you access any of the Services and continues until the Agreement under which you are permitted to access and use the Services is terminated in accordance with the Agreement, or your access and use of the Services under the Agreement is discontinued, whichever is earlier, unless terminated earlier in accordance with these User Terms. 

2.4 If we make any material change to these User Terms that meaningfully reduces your rights, we will use reasonable endeavours to notify you using prominent means, such as by: 

(i)  email notice sent to the latest email address that we have on record for you; or 

(ii) posting a notice through our Services or the Website. 

2.5 Modifications will become effective on the day they are posted or otherwise published, unless stated otherwise. 

2.6 Your continued use of our Services after changes become effective will mean that you accept those changes. 

2.7 Any version of these User Terms in a language other than English is provided for convenience only and you understand and agree that the English language version will prevail where there is conflict. 

3. Proprietary Rights 

3.1 You agree that we, and/or our licensors of the materials, Courses, and/or Co.Design4All Content, own and retain all right, title, and interest in and to: 

(i) the Services, Software, Website, and Framework for Co.Design4All (including all improvements, enhancements or modifications to the Services and Software, the Website); 

(ii) any software, applications, inventions or other technology developed in connection with Implementation Services or the provision of support;  

(iii) the Webinars, materials, and Co.Design4All Content; 

(iv) content or materials created while providing the Services; and 

(v) all intellectual property rights in or related to anything referred to in paragraphs (i) to (iv) above. 

Unless otherwise expressly provided in this Agreement, content (including Customer Data) remains the proprietary property of the person or entity supplying it (or their affiliated and/or third-party providers and suppliers, as is relevant) and is protected, without limitation, pursuant to applicable copyright and intellectual property laws. 

3.2 Feedback. During the License Term, we may solicit you for feedback regarding the Website, webinars or Co.Design4All Content (collectively “Services”), including without limitation comments or suggestions regarding the possible creation, modification correction, improvement or enhancement of the Services, software, or content (collectively “Feedback”). You agree that any information disclosed by us during the discussion related to Feedback shall be considered our Confidential Information. Feedback incorporated into any Services, Co.Design4All Content, Website and related materials are hereby irrevocably assigned to Co.Design4All, where applicable, as well as any of the modifications, or extensions of the above, whenever or wherever developed. 

4. Use of Co.Design4All Services

4.1  At all times during the License Term, you must: 

(i) obtain and maintain all hardware, software, and communications equipment necessary for you to access and use the Services, and ensure that they comply with applicable specifications and guidelines communicated to you from time to time; 

(ii) You will act in a manner consistent with these User Terms and comply with all Applicable Laws, including all Applicable Data Protection Laws; and 

(iii) comply with all our reasonable directions, policies, and guidelines as notified by Co.Design4All from time to time. 

5. Account Information and Log-in

5.1 When you register for the Service, you will provide Co.Design4All information related to your account and create log-in credentials, including an account password (“Account Information”). You agree that you will always keep your Account Information complete, accurate, and up to date. You also agree that you will not create Account Information for a third party who is not authorized to access the Services. You further agree that you will not provide your Account Information to anyone else for the purpose of accessing the Services.  Finally, if you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to notify Co.Design4All by contacting hello@codesign4all.com. Co.Design4All may require that you change your Account Information or certain parts of your Account Information at any time for any reason. 

5.2 We reserve the right to cancel or refuse registration of any username or password we deem inappropriate. 

5.3 You are responsible for your account with us and for all uses of the account or Services, with or without your knowledge or consent. 

6. Privacy Policy

6.1 For information about Co.Design4All’s data protection and collection practices, please read the Co.Design4All Privacy Policy at www.codesign4all.com. You agree to Co.Design4All’s use of your data in accordance with the Privacy Policy.

6.2  You agree not to disclose or provide any Sensitive Personal Information while accessing or using the Services. You agree not to transmit, disclose, or make available Sensitive Personal Information to Co.Design4All or Co.Design4All’s third-party providers. “Sensitive Personal Information” means an individual’s financial information, sexual preferences, medical, or health information protected under any health data protection laws, biometric data (for purposes of uniquely identifying an individual), personal information of children protected under any child data protection laws (such as the personal information defined under the US Children’s Online Privacy Protection Act (“COPPA”)) and any additional types of information included within this term or any similar term (such as “sensitive personal data” or “special categories of personal information”) as used in Applicable Data Protection Laws. 

6.3 During your use of the Services, Co.Design4All may collect information about how you use the Services and interact with the Services and may use such information to modify, improve or enhance the Services or your ability to access and use the Services. 

6.4 You agree that if your license to Co.Design4All Services is provided through your employer (1) Co.Design4All may provide Your Employer with the ability to access, use, remove, retain, and control your profile associated with the Services; and (2) Co.Design4All may contact you to provide support on how to access and use the Services. 

6.5 We use data collected through tracking technologies to record your interactions with content on the Service to monitor and report on usage to our Content Partners. 

6.6 We also use, or may use, the data collected through tracking technologies to secure the Services, improve the Services, to save you time, to provide better technical support, and to track usage of our Services. For example, tracking technologies help us to: (a) remember information so that a user will not have to re-enter it during subsequent visits; (b) provide custom, personalized content and information; (c) identify you across multiple devices; (d) provide and monitor the effectiveness of our Services; (e) monitor aggregate metrics such as total number of visitors, traffic, and usage on our Services; (f) diagnose or fix technology problems; (g) help users efficiently access information after signing in; and (h) otherwise plan for and enhance our Services and your enjoyment of the Services. 

7. Confidentiality 

You agree to take reasonable precautions to protect our non-public information regarding features, functionality, and performance of the Services and Co.Design4All’s intellectual property and to comply with all lawful and reasonable directions given to you with respect to Co.Design4All proprietary information. 

8. Trade Sanctions and Export Controls Compliance 

1. The Services and your use of them, are subject to laws, restrictions, and regulations of the State of Queensland, Australia and other jurisdictions that (A) govern the import, export, and use of the Services; and (B) may prohibit us from providing the Services to you without notice. By using the Services, you agree to comply with all such laws, restrictions, and regulations, and you warrant that you are not prohibited from receiving the Services by the laws of any Applicable Jurisdiction. 

2. Should Co.Design4All be prohibited by any Applicable Law from fulfilling any obligation to you, Co.Design4All reserves the exclusive right to unilaterally terminate any or all obligations and will, under no circumstances, be liable for damages or repayment arising from such termination. 

9. Acceptable Use Policy 

You acknowledge that you have read and agree with the content of, and to be bound by, our Acceptable Use Policy which is incorporated by reference into these User Terms and available here: www.codesign4all.com. 

10. Content 

1.  Co.Design4All does not provide Co.Design4All Content as advice as the nature of the Services is intended to be educational in nature.  All use of the Co.Design4All Content by you is at your own risk.  You are merely accessing training and support materials for application as you deem relevant rather than individualised consulting and professional services. 

2.  We have no responsibility or liability for such use. 

3.  In particular, no review, posting, or appearance of information in relation to other service providers and authors cited or interviewed in the Services on or through the Website is intended to act as an endorsement or representation that any material is free of violation of any copyright, privacy, or other laws or will suit a particular purpose or be accurate or useful. 

4. If you believe that any Co.Design4All Content violates any laws, including any copyright laws, you may report such belief to us. 

5.  You assume any and all risks from any meetings or contact you have with any  Partners showcased in our Services, their customers, or other users of our Service. 

11. Suspension or Termination 

1. In addition to any other remedies a party may have, we may suspend or terminate your access immediately without notice: 

(i)  if you materially breached, or we reasonably suspect you have breached, any of these User Terms; 

(ii) in the case of non-payment by the customer or you, as applicable; or 

(iii) as otherwise permitted in our Agreement with the customer. 

2. Except where an exclusive remedy may be specified in these User Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these User Terms, by law or otherwise. 

3. Once the Agreement terminates: 

(i)  your right to use and access the Services will cease immediately: 

(ii) you must cease all use of the Services, Co.Design4All Content, Framework, and any related materials; 

(iii) you are required to delete the Services and any related materials made available to you under the Agreement, including any Co.Design4All Confidential Information from your systems as applicable (including any third-party systems operated on your behalf) and, if requested by us, provide written certification to us that you have done so at our request; and 

(iv) you undertake not to attempt to access the Services or any data stored in the Services (except in accordance with our Privacy Policy), any related materials, any Webinars or the Website after the date of termination. 

(v) you agree to not re-use, re-brand, modify or change any of the templates, tools and materials you have accessed whilst a user of our Service, nor will you continue their use in any manner. 

12. Information, general exclusions, and operation of laws 

1. General 

(a) Whilst all materials and other information communicated to you via our Services are provided in good faith and are believed to be accurate and current as at the date of publication, presentation, or communication, we provide no warranty or guarantee of accuracy or completeness.  In addition, all such material is not intended as professional advice and must not be relied upon as such. 

(b) Prior to taking any particular course of action in connection with the Services or Website you should make your own enquiries and seek independent advice tailored to your specific circumstances, needs, and objectives. 

(c) The Services are a web-based deployment of content inclusive of webinars, tools, templates, fact sheets, frequently asked questions, case studies and other materials deemed relevant at any given point in time for the support and education of users. Co.Design4All does not make claim to being a registered training organisation as defined in some jurisdictions but does provide educational content and idea starters designed to support professionals develop their own responses to stakeholder engagement in whatever context they find themselves.  In so doing, Co.Design4All does not certify the outcomes, make claims around relevance of the processes deployed or in any way imbue the user with status in relation to work they undertake as a person separate to Co.Design4All.  No employment, contractor, partner or associate relationships exists between Co.Design4All and any user. 

(d) We are not responsible for disputes, claims, losses, injuries, or damages of any kind that might arise out of, or relate to, conduct of users including any customer’s or user’s reliance upon any information provided by our Services. 

(e) You also understand that, by using the Services, you may be exposed to content that you consider objectionable. We have no responsibility to keep such content from you and no liability for your access or use of any content or Service, to the extent permissible under Applicable Law. 

(f) You acknowledge and agree that the Services and any other goods or services supplied by us to you or used by you are not of a kind ordinarily acquired for personal, domestic, or household use or consumption and you do not intend such use or consumption. If this changes at any time, you must promptly notify us. 

2. No warranty or representation 

To the maximum extent permitted by Applicable Law we make no warranty, representation, or guarantee, whether express or implied: 

(a) as to the usefulness of the Services or materials, nor any of the products and services promoted on the Website, via linked websites, or communicated to you by us; 

(b) as to the appropriateness of the Services or materials provided to you by us or our employees or representatives; 

(c) as to the quality, accuracy, reliability, currency, performance, completeness, or fitness for purpose of any part of the Services, the Website, the materials, and other information communicated to you by us or our employees, partners or representatives; 

(d) that the Website, or the Services will be uninterrupted; 

(e) as to the results that may be obtained from use of the Services; or 

(f) that the Website, the materials, or the facilities that make the Website and the Co.Design4All Content available, will not cause damage, or are free from any malicious code or any other defects or errors. 

3. Force Majeure 

We will not be liable for failure to perform our obligations under these User Terms to the extent the performance is delayed, prevented, restricted or interfered with as a result of any events, circumstances, or causes beyond reasonable control (including without limitation fire, flood, acts of God, interruption or failure of utility or telecommunications service, or hosting provider, denial of service attacks or other malicious conduct, government actions, acts of terrorism, labour disputes or other similar events. 

4.  Links to other websites 

(a) The Website may contain links and pointers to other websites operated by third parties which are included solely for your convenience. 

(b) Links to third party websites do not constitute endorsement, sponsorship, or approval by us of the content, policies, or practices of those third parties, or the content available on or for download from those third-party sites. 

(c) You agree that, by accessing any third-party linked website, you do so entirely at your own risk. 

(d) We are not responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any goods or services available on or through any third-party website. 

13. General 

1. Entire Agreement 

These User Terms are the complete and exclusive statement of the mutual understanding between you and us and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this page/document. 

2. Assignment 

(a) These User Terms are not assignable, transferable, or able to be sub-licensed by you except with our prior written consent. 

(b) We may transfer and assign any of our rights and obligations under the Agreement and may novate and sub-license any of its rights or obligations under the Agreement. 

3. Severability 

If any provision of these User Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the User Terms will otherwise remain in full force and effect and enforceable. 

4.  Governing law and jurisdiction 

These User Terms are governed by the laws of the Applicable Jurisdiction, and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Applicable Jurisdiction. 

5.  Notice to U.S. Government. 

End Users: The Software and related materials are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the State of Queensland, Australia. 

Customer Terms 

Effective from 9 July, 2025 

Minimum Terms applicable only to end user clients of Co.Design4All Partners. 

Any version of these Customer Terms in a language other than English is provided for convenience only and you understand and agree that the English language version will prevail where there is conflict. 

1. introduction 

(a) Codesign 4 All Pty Ltd is an organization providing access to educational content and supports and is providing you with a single access point to content. These Customer terms (“Customer Terms”) will apply when you: 

(i) use any of the Services or access content; 

(ii) click the “sign up” button or initiate a trial, test, or other preliminary use of the Services; and/or 

(iii) indicate acceptance on or through the Website when you sign up for a subscription through the online subscription process or sign an agreement via an Order Form, (together with any referenced documents, the “Agreement”). 

(b) This Agreement is by and between Codesign 4 All Pty Ltd (“Co.Design4All”, “We”, “we”, “Us”, “us”, “Our” or “our”) and you and governs your use of our Services. The terms “You,” “you,” “Your,” and “your” refer to any of our customers or End Users of our Services. By using the Services, you agree that you are the legal age of consent, have read, understood, and agree to comply with and be legally bound by the Agreement. 

(c) Where there is any inconsistency between these Customer Terms and an Order Form, the terms and conditions of the Order Form shall prevail over these Customer Terms to the extent of the inconsistency.  

2. Payment; Billing; Verification; Tax

1. Payment of Fees 

(a) Payment. Our Services are invoiced annually in advance, on the License Term Start Date and each anniversary of that date. You must pay the fees within 30 days from the issue date of the invoice. All invoices will only be delivered electronically to you. We may charge interest at a monthly rate equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law on any overdue Fees, from the due date until the date the overdue amount (plus applicable interest) is paid in full. Any Fees that are unpaid as of the date of termination or expiration, will be immediately due and payable. Upon our request, you will provide the necessary financial documents to allow us to ascertain your creditworthiness. 

(b) Failure to Pay. If you fail to pay any amount due under this Agreement (and not disputed as described in Section 2.1(c) (Disputes)), we may in our discretion, terminate the applicable Order Form or suspend or restrict the provision of any and all Services. 

(c) Disputes. If you believe in good faith that we have incorrectly billed you, you must contact us in writing at hello@codesign4all.com within 30 days of the invoice date, specifying the error. You must pay the undisputed portions of the invoice as required by this Agreement while the dispute is being resolved. 

(d) Trial Period. Co.Design4All may occasionally offer free trial access to new customers, for testing purposes and for a limited period of time. Co.Design4All determines, at its sole discretion, if you may participate in a Trial Period. Co.Design4All may discontinue or change the conditions of such Trial Periods at any time without prior notice or notification. Participation in the Trial Period is voluntary and free of charge. There is no obligation to purchase a subscription after the Trial Period ends. 

(e) Automatic Conversion and Cancellation. Unless cancelled, upon expiration of the Trial Period, the account will automatically convert to a paid subscription, and you will be charged according to our standard rates and terms. You can cancel the trial at any time before the expiration date upon written notice to Co.Design4All to prevent conversion into a paid subscription. 

2.  Additional Usage; Verification 

(a) If your use of the Services exceeds the Service Capacity set forth in the Order Form, online subscription, or you require access or use of the Services for additional Co.Design4All or additional End User(s) or if your Services needs or use require the payment of fees for Implementation Services, you will be billed for such usage and/or services. 

(b) Additional End User(s) are billed on a per license basis. If you activate more licenses than set out in the Order Form, Co.Design4All may charge overage for these licenses at 105% of Co.Design4All’s then current list price. 

(c) We may, at our expense, appoint our own personnel or an independent third-party (or both) to verify that your use, or deployment of the Services comply with the terms of this Agreement. If the verification shows that you, or your authorized third parties are deploying, installing, or using the Services: 

(i) beyond the Service Capacity or with additional users outside of your subscription; or 

(ii) in any way not permitted under this Agreement, so that additional Fees apply, without limiting Co.Design4All’s rights at law or in equity, you must pay the additional Fee(s) and any applicable related support fees within 30 days of invoice date. If use, deployment, or installation exceeds 5% of that which is permitted under this Agreement, you must pay Co.Design4All’s reasonable costs of conducting the verification, in addition to paying the additional fees. 

3. Tax 

Prices do not include applicable taxes. We will invoice you for any applicable taxes, and you must pay these taxes. Where applicable, you must provide a tax-exemption claim to us before placing an order. This is most likely to apply to users outside of Australia which may be tax exempt.  Establishing any such status is the responsibility of the customer. 

3. Proprietary rights; License Grant

1. Co.Design4All Proprietary Rights 

(a) You agree that we, and/or our licensors of the materials, Services, and/or Co.Design4All Content, own and retain all right, title, and interest in and to: 

(i) the Services, Software and Website (including all improvements, enhancements or modifications to the Services and Software and the Website); 

(ii) any software, applications, inventions or other technology developed in connection with Implementation Services or the provision of support; 

(iii) the Webinars, materials, and Co.Design4All Content where content is not cited as being created by another party; 

(iv) content or materials created while providing the Services; and 

(v) all intellectual property rights in or related to anything referred to in paragraphs (i) to (iv) above. 

(b) Unless otherwise expressly provided in this Agreement, content (including Customer Data) remains the proprietary property of the person or entity supplying it (or their affiliated and/or third-party providers and suppliers, as is relevant) and is protected, without limitation, pursuant to applicable copyright and intellectual property laws. 

2. Your Ownership of Customer Data; License for Customer Data 

(a) You own all right, title, and interest in the Customer Data and have obtained all necessary permissions and consent for such Customer Data and Co.Design4All’s use in accordance with this Agreement will not infringe the intellectual property rights of any third party; 

(b) You grant us a limited, worldwide, royalty free, non-exclusive, non-transferable right to use the Customer Data during the License Term for the purpose of delivering the Services. 

3. License for Co.Design4All Content; Restrictions 

(a) License. During the License Term, and subject to your payment of Fees, we grant you a limited, revocable, non-exclusive, non-transferable (except as provided in the Product Description) license to access and use the Co.Design4All Services and content as set out in an applicable Order Form, solely for the purpose of the education or training of you or End Users through the Services, in accordance with the Agreement or restrictions associated with Services. We reserve all other rights not expressly granted herein. 

(b) Restrictions. 

(i) You are not authorized and will not or cause third parties to reproduce, redistribute, republish, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, reverse engineer, decompile, edit, create derivative works of, license, or otherwise transfer or use any Co.Design4All Content, in whole or in part, other than as expressly authorized under these Customer Terms or as separately authorized by us in writing. 

(ii) You will not use the Services or Co.Design4All Content to build a new product, service, or platform that competes with any part of the Services or Co.Design4All Content, and you acknowledge that this is a usual covenant within our field of activities and is reasonably necessary to protect our legitimate business interests. 

4. Permitted Use

1. Collection and use of personal information 

(a) Co.Design4All will collect and use personal information in accordance with our Privacy Policy. Co.Design4All may retain and use Personal Data (as defined in the Privacy Policy) of End User(s), including, without limitation, their name, business address, email address, contact details and Services accessed and contact, deal directly with, and/or offer further materials and Services to End User(s). 

(b) You agree to not supply Co.Design4All with any sensitive personal information or special categories of data. 

(c) You acknowledge and confirm that you have the appropriate legal basis to provide Personal Data to Co.Design4All. 

2. Usage Analytics; Product Development 

We may use Customer Data to improve and enhance the Services and for other development including diagnostic and corrective purposes in connection with the Services and other Co.Design4All offerings. We may disclose such data in aggregate or other lawful de-identified form. 

3. Data protection compliance and data processing under Applicable Data Protection Laws 

If Applicable Data Protection Laws apply to any data used as part of the Services, then the relevant provisions of the Co.Design4All Data Processing Agreement shall apply, and such provisions are incorporated into this Agreement by reference. 

5. Responsibility and Support

1. Responsibility 

(a) At all times during the License Term of this Agreement, at your cost, you must: 

(i) obtain and maintain all hardware, software and communications equipment necessary for you to access Co.Design4All Content and use the Services and ensure that they comply with applicable specifications and guidelines; 

(ii) comply with all applicable Laws and Applicable Data Protection Laws; 

(iii) comply with your privacy policy, the Product Description, and the Acceptable Use Policy; and 

(iv) ensure End Users comply with the User Terms. 

(b) As part of the registration process, you and End Users will identify an administrative username and password for your Co.Design4All account, and End Users will be required to accept the User Terms. You are responsible for actions and omissions of End Users. 

(c) During the License Term and in accordance with this Agreement, we will provide End Users with access to the Co.Design4All Content, and use of the Services, up to the Service Capacity, as described the applicable Order Form. We will provide support services to you in accordance with our then-current support policy available here: www.codesign4All.com.”). 

2. Update, Modification or Discontinuance of the Services 

(a) In providing you with a single access point to a variety of aggregated content, we may update or modify the Webinars, Courses, materials, or Services (other than Customer Data and related materials), or discontinue their availability at any time. We do not guarantee availability to any particular materials and expressly disclaim issues arising from the inclusion of any embedded links or URL to third party sites. 

(b) In circumstances where materials have been updated, modified, or discontinued, and this results in a material adverse effect on your receipt of the Services, you will notify Co.Design4All within 10 business days of such of material impact and at Co.Design4All’s discretion, Co.Design4All will apply commercially reasonable efforts to consideration of the reinstatement of substantially similar replacement materials.

6. Confidentiality

During the course of this Agreement, it may become necessary to exchange Confidential Information between the Parties. The receiving party will treat Confidential Information with reasonable care and disclose only on a need to-know basis or as permitted under this Agreement. The receiving party will only use Confidential Information for the purposes of performing its obligations or as permitted under this Agreement. However, a receiving party may disclose Confidential Information: 

(a) if approved by the other party in writing; 

(b) required by law or regulation; 

(c) in the event of dispute between the parties, as necessary to establish the rights of either party; or 

(d) as necessary to provide the Services. 

(e) In the case of (b) and (c), the disclosing party will provide reasonable advance notice to the other party to provide reasonable assistance to limit the scope of the disclosure unless prohibited by law or regulation. 

7. Indemnity 

1. Your Indemnity 

(a) You agree to defend, at your expense, any third-party Claim against Co.Design4All and Affiliates to the extent the Claim arises from: 

(i) Your or End Users use or attempted use of the Services or any materials in violation of these Customer Terms; 

(ii) Customer Data, including, but not limited to, any claim of infringement or misappropriation of intellectual property rights or other proprietary rights; and 

(iii) You or End Users breach of any applicable laws. 

2. Co.Design4All’s Indemnity 

(a) During the License Term, Co.Design4All shall have no obligation under this indemnity section to the extent an infringement allegation is based upon: 

(i) use of the Services in violation of this Agreement; 

(ii) modifications to the Services, or Co.Design4All’s modification when directed by you, or any third party acting on your behalf; 

(iii) your failure to update or upgrade including corrections and enhancements, delivered to you by Co.Design4All, if such upgrade or correction would have prevented the infringement; or 

(iv) third party products, services, hardware, software, opensource, or other materials, or combination of these with the Services if the Services would not be infringing without the combination. 

3.  Conditions 

(a) The indemnifying party, as applicable, will have no liability for any Claim under Section 7 that arises from any failure of indemnified party to: 

(i) notify indemnifying party in writing of the Claim promptly upon the earlier of learning of or receiving a notice of it, to the extent that indemnifying party is prejudiced by this failure; 

(ii) provide indemnifying party with reasonable assistance requested by indemnifying party for the defense or settlement (as applicable) of the Claim; 

(iii) provide indemnifying party with the exclusive right to control and the authority to settle the Claim; or 

(iv) refrain from making admissions or statements about the Claim without indemnifying party’s prior written consent. 

(b) The indemnified party (as applicable) must take all reasonable steps to mitigate loss or damage related to the Claim under Section 7. 

4.  Sole and Exclusive Remedy 

The remedies in this Section 7 (Indemnities) are, in addition to any termination or suspension remedies expressly set forth in this Agreement, indemnified party’s sole and exclusive remedies and indemnifying party’s sole liability regarding the subject matter giving rise to any Claim, including any Claims regarding confidentiality obligations involving Customer Data. 

8. Limitation of Liability.

1. Liability 

Subject to 8.2 and 8.3, to the maximum extent permitted by law, neither party shall be liable for any indirect or consequential loss. In no event shall either party’s aggregate liability for any claims arising out of or related to these customer terms or the agreement exceed the amount paid or payable by you to us for access to or use of the services during the twelve (12) months immediately prior to the event giving rise to such liability. Notwithstanding the limitation above, each party’s liability arising from breach of its confidentiality obligations hereunder, will be limited to two (2) times the fees paid or payable by you to us in the twelve (12) months prior to the date the relevant claim arose. 

2. Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will Co.Design4All or our affiliates, officers, directors, employees, agents, service providers, suppliers or licensors be liable to you or any affiliate resulting from: (1) your access to or use of or inability to access or use the services; (2) any conduct or content of any party other than Co.Design4All, including without limitation, any defamatory, offensive, or illegal conduct; or (3) unauthorized access, use, or alteration of customer data or information unless such unauthorized access, use, or alteration arises directly from Co.Design4All’s failure to comply with applicable data protection laws. 

3. Section 8.1 does not apply to any failure to pay any amounts due under this agreement. 

4. Nothing in these customer terms (i) limits or excludes the liability of either party for death or personal injury caused by gross negligence, or the gross negligence of a party’s employees, agents or contractors (as applicable), fraud or fraudulent misrepresentation, or (ii) excludes any rights or remedies available to you under any applicable consumer laws in the applicable jurisdiction, which cannot be contractually excluded or restricted. 

9. Limited Warranty; No Implied or Express Warranties

1. Limited Warranty and Remedy for Services. 

We warrant that the Services and Co.Design4All Content and materials, as delivered to you, and paid for, will substantially conform to the applicable Product Description during the License Term subject to Section 9.2 below. You will notify us of a claim under this warranty within 30 days of the date on which the condition giving rise to the claim first appeared. To the extent permitted by law, your sole and exclusive remedy, and our sole liability under or in connection with this warranty is described below in Section 9.2(b). 

2. No warranty or representation 

(a) to the maximum extent permitted by applicable law, subject to 9.1 (limited warranty), we make no other warranty, representation or guarantee, whether express or implied: 

(i) as to the usefulness of the services or materials, nor any of the products and services promoted on the website or via linked websites or communicated to you by us; 

(ii) as to the appropriateness of the services or materials provided to you by us or our employees, agents or representatives; 

(iii) as to the quality, accuracy, reliability, currency, performance, completeness or fitness for purpose of any part of the services, the website, the courses, the materials and other information communicated to you by us or our employees, agents or representatives; 

(iv) that use of the website or the services will be uninterrupted; 

(v) as to the results that may be obtained from use of the services; or 

(vi) that the website the materials or the facilities that make the website, and the materials available, will not cause damage, or are free from any malicious code or any other defects or errors. 

(b) the sole and exclusive remedy for breach of any express or implied warranty or conditions that cannot be excluded is restricted, at Co.Design4All’s option, to: 

(i) the re-supply of the relevant services; 

(ii) the cost of the re-supply of the relevant services; or 

(iii) the proportional amount paid by you to Co.Design4All in respect of the relevant goods or services. 

10. Term and termination

1. Delivery 

Co.Design4All Services are deemed to be delivered and accepted by you on the License Term start date outlined in the Order Form. 

2.  Termination; Effect of Termination 

(a) In addition to any other remedies a party may have, either we or you may terminate the Agreement: 

(i) upon thirty (30) days’ prior written notice if the other party materially breaches the Agreement and that party fails to remedy the breach within fourteen (14) days of that party being notified to do so; or 

(ii) immediately if the other party files for bankruptcy or is insolvent under any applicable law or breach of Section 3.3 (License Grant; Restrictions). 

(b) Upon termination or expiration of this Agreement or any License Term for the Services: 

(i) the licenses and associated rights to the Services and Courses will immediately terminate; 

(ii) if you request Co.Design4All to assist in extracting Customer Data and Co.Design4All agrees to do so, you must pay Co.Design4All for assistance on a time and materials basis at Co.Design4All’s then current rates; and 

(iii) you must at your expense: remove all references and links to the Services from your websites, and delete Services and materials made available to you including Co.Design4All Confidential Information. Customer Data stored within the Services may be deleted in accordance with applicable law. 

(c) You will be liable for any outstanding Fees and additional fees for any Services that are still in use, or which remain active after termination or expiration of this Agreement. These Fees will be invoiced to you at the rate set out in the Order Form. 

(d) You will be liable for the amount equivalent to the Fees that would have been due for the Services up to and including the last day of the then current License Term, except where the Agreement has been terminated for Co.Design4All’s material breach that has not been remedied in accordance with section 10.2(a)(i). 

3.  Renewal 

(a) At the end of the initial License Term and each Renewal Term, the Services and this Agreement will automatically renew for additional periods of twelve (12) months (each a “Renewal Term”) unless and until either party provides the other party with at least thirty (30) days’ prior written notice to not renew, in which case this Agreement will terminate on expiration of the initial License Term or then current Renewal Term. 

(b) Co.Design4All may increase the Fees by the greater of three percent (3%) or CPI measured in Australia of list price at each 12-month anniversary of the License Term Start Date. 

(c) Any discounts apply during the initial License Term only. 

11. Changes to these terms

We may make changes to this Agreement from time to time to reflect changes in law, regulation or similar, or changes in our products, services, and processes. When we make such changes, we will notify you or your admin user 30 days in advance of such changes taking effect, by email or through the Co.Design4All Services. 

12. Miscellaneous

1. Entire agreement. 

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement. Co.Design4All rejects additional legal terms included by you on a purchase order. 

2.  Survival 

All parts of these Customer Terms, which by their nature should survive termination, will survive termination or expiration, including accrued rights to payment, confidentiality obligations, warranty disclaimers and limitations of liability, and miscellaneous. 

3.  Injunctive Relief 

Actual or threatened breach of certain sections of this Agreement (such as, without limitation, provisions on intellectual property (including ownership), license, privacy, and confidentiality) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Either party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach. 

4.  Waiver/Modification 

Neither party’s waiver of the breach of any provision constitutes a waiver of that provision in any other instance. This Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing signed by the parties. 

5.  Severability 

If any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the term and this Agreement will continue in full force and effect. 

6.  Feedback 

During this Agreement, we may solicit you or End Users for feedback regarding the Services or Co.Design4All Content and materials, including without limitation comments or suggestions regarding the possible creation, modification correction, improvement or enhancement of the Services, software, or content (collectively “Feedback”). You agree that any information disclosed by us during the discussion related to Feedback shall be considered our Confidential Information. Feedback incorporated into any Services, Co.Design4All Content, and materials are hereby irrevocably assigned to Co.Design4All, where applicable, as well as any of the modifications, or extensions of the above, whenever or wherever developed. 

7.  Beta Functionality 

During the License Term, you may participate in testing services and materials prior to their general availability. Your use of the beta functionality or formats is at your own risk and any liability or claims arising from your use is expressly disclaimed by us. Any information you share during a beta trial or similar test case will be considered Feedback. 

8.  Assignment 

The Agreement is not assignable, transferable, or able to be sub-licensed by you except with our prior written consent, which shall not be unreasonably withheld. We may transfer and assign any of our rights and obligations under the Agreement and may novate and sub-license any of its rights or obligations under the Agreement. 

9.  Force Majeure 

Neither party is liable for failure to perform its obligations under this Agreement (except for any payment obligations), to the extent the performance is delayed, prevented, restricted or interfered with as a result of any events, circumstances, or causes beyond reasonable control (including without limitation fire, flood, acts of God, interruption or failure of utility or telecommunications service, or hosting provider, denial of service attacks or other malicious conduct, government actions, acts of terrorism, labor disputes or other similar events. 

10. Relationship of the parties 

Nothing in this Agreement is intended to constitute a fiduciary relationship, agency, joint venture, partnership, or trust between the parties. No party has authority to bind the other party. 

11. Use of Logos; Publicity 

You consent for Co.Design4All to make media releases, public announcements and public disclosures relating to your use of the Services or Co.Design4All content, including using your name or trademarks, service marks or logos, including in promotional or marketing material. Co.Design4All will ensure that publicity materials referring to you remain current and accurate, and you reserve the right to provide written notice to Co.Design4All to update or remove any such publicity. Co.Design4All will promptly comply with such notice. 

12. Notices 

Any notice given under this Agreement must be in writing, in English, by email to the following addresses (or addresses notified in writing by either Party): (A) to Co.Design4All at hello@codesign4all.com and (B) to you at your email address stated on the Order Form, or at your registered address. 

13. Rights of third parties 

Each of Co.Design4All’s Affiliates may enforce any provision of the Agreement as if it were Co.Design4All. This Agreement does not give rise to any rights to third parties to enforce the same, including under the Contracts (Rights of Third Parties) Act 1999 (UK). 

14. Governing Law; Jurisdiction 

These Customer Terms and the Agreement are governed by the laws of the Applicable Jurisdiction and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Applicable Jurisdiction. 

15. Export Control 

The Services may be subject to export and/or re-export control laws and regulations of the European Union (“EU”), the state of Queensland, or to similar laws applicable in other jurisdictions. You warrant that: 

(a) You are not located in any country to which the EU and/or the US have embargoed goods or have otherwise applied any economic sanctions; and 

(b) You are not: 

(i) a denied party as specified in any applicable export and/or re-export laws and regulations of the EU, the US, or in similar laws applicable in other jurisdictions; or 

(ii) otherwise listed on any EU and/or US government list of prohibited or restricted parties. You shall not and shall not allow any End User to export or re-export, directly or indirectly, any Services or technical data or any copy, portions, or direct product thereof in breach of any applicable laws and regulations or this Agreement. 

13. Definitions 

Affiliate means any entity, individual, firm or corporation, directly or indirectly through one or more intermediaries, controlled by or under common control by Co.Design4All. 

Acceptable Use Policy means Co.Design4All’s acceptable use policy at www.codesign4all.com. 

Applicable Data Protection Laws means all applicable laws, regulations, regulatory guidance, or requirements in any jurisdiction relating to data protection, privacy, or confidentiality of Personal Data including but not limited to (a) the EU General Data Protection Regulation (EU) 2016/679 (“GDPR”) together with any transposing, implementing or supplemental legislation, and (b) the California Consumer Privacy Act (“CCPA”). 

Applicable Jurisdiction means the State of Queensland, Australia. 

Claim means a claim, action, complaint, or legal regulatory body, administrative or judicial proceeding filed against or made to a Party. 

Confidential Information means non-public or proprietary information about a disclosing party’s business related to technical, commercial, financial, or planning information that is disclosed by the disclosing party to the other party in connection with this Agreement, which: 

(i) is marked “confidential” or “proprietary” at the time of disclosure by the disclosing party, or 

(ii) by its nature or content is reasonably distinguishable as confidential or proprietary to the party receiving the Confidential Information. The terms and conditions of this Agreement will be deemed Confidential Information of Co.Design4All without any marking or further designation. Any Customer Data will be deemed Confidential Information of customer without any marking or further designation. 

“Confidential Information” does not include information that: 

(1) has become public knowledge through no fault of the receiving party; 

(2) was known to the receiving party, free of any confidentiality obligations, before its disclosure by the disclosing party; 

(3) becomes known to the receiving party, free of any confidentiality obligations, from a source other than the disclosing party; or 

(4) is independently developed by the receiving party without use of Confidential Information. 

Consequential Loss means whether incurred directly or indirectly, any: indirect loss, incidental loss, loss of revenue, loss of goodwill, loss of reputation, loss of data, consequential loss, punitive damages, loss of profits, loss of bargain, special loss, loss of actual or anticipated savings and lost opportunities, including opportunities to enter into arrangements with third parties, or other intangible loss. 

Course means a training course, webinar or other resource for instructing, educating, training, learning and tutoring, including mobile applications and related and supporting materials developed for purposes of being accessed through the Services. 

CPI means the percentage change in the Consumer Price Index for the twelve (12) month period most recently published by the applicable government body in the Applicable Jurisdiction prior to the relevant anniversary date. 

Customer Data means data provided by you to Co.Design4All to enable the provision of the Services and expressly excludes Co.Design4All intellectual property including any intellectual property in the Services. 

End User means a user of the Services. 

Equipment includes modems, hardware, servers, software, operating systems, networking, telecommunications and web servers. 

Fees means fees for Licensed Users (as defined in the Product Description) to access Content and Materials, and any premium support services available to Users. 

Co.Design4All means: Co.Design4All a company incorporated in the State of Queensland whose registered office is 64 Wirraway Parade Inala, Queensland, 4077 Australia; 

Co.Design4All Content means content, licensed by Co.Design4All and published, or otherwise provided by or through Co.Design4All, including through the Website. 

License Term means the period commencing on the License Term Start Date and continuing for the initial License Term (as stated in the Order Form) and each Renewal Term (as applicable) unless terminated earlier in accordance with this Agreement. 

License Term Start Date means the date detailed in the Order Form. 

Privacy Policy means the Co.Design4All Privacy Policy available here: www.codesign4all.com  

Product Description means the description of the applicable Services including licensing metrics and limitations available at www.codesign4all.com 

Service Capacity means the number of paid Licensed Users as set out in an applicable Order Form. 

Services means all services provided by Co.Design4All to you and/or the End User via the Website or other means in order to allow you and End Users to access the materials. 

Software means the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services and Website or any software, documentation, or data related to the Services. 

Trial Period means a free of charge testing period for the Co.Design4All Service, the terms of which are entirely at the discretion of Co.Design4All. The Trial Period can be amended, limited or terminated by Co.Design4All at any time in its absolute discretion. 

User Terms means Co.Design4All’s User Terms as amended from time to time, and available at www.codesign4all.com. 

Website means Co.Design4All’s website at www.codesign4all.com