QED Risk Terms and Conditions

Licence Agreement This is an agreement between the end user of the Product ("Licensee") and QED Risk Services Pty Ltd, ABN 81 594 652 504. Recitals - QED Risk Services Pty Ltd ("QED Risk Services") is a professional services organisation, offering advice in, among other things, regulatory and procedural matters with respect to the Australian and Securities and Investments Commission's, (ASIC) Australian Credit Licence (ACL) regime. - QED Risk Services has developed a range of business advisory products, including templates, forms and the QED Risk Services Credit Licensing Kit, used to assist companies and individuals in developing policies and procedures to achieve compliance under that regime. - The Licensee is seeking to enter into a license agreement with QED Risk Services, in order that it may utilise the range of forms and templates contained within the QED Risk Services Credit Licensing Kit. - The Licensee recognises the significant intellectual property that supports and forms the basis of the Credit Licensing Kit and undertakes to ensure that the forms and templates designed and owned by QED Risk Services Pty Ltd, will only be utilised by the licensee in strict compliance with this Agreement. - The Licensee recognises that QED Risk Services would suffer significant loss and detriment, in the event that any of its intellectual property, (including forms and templates) were used for any purpose or reproduced either in part or in whole, in a manner inconsistent with the terms of this Licence Agreement. 1. Definitions and Interpretations Internal use means use of the Product within the Licensee's organisation. Licence means the right to access and use the Product. Licensee means the purchaser and user of the Product. Product means the QED Risk Services Australian Credit Licensing Kit ordered and purchased through the QED Risk Services webstore and downloaded as an electronic ZIP file containing Microsoft Word and Adobe PDF files. 2. Product Availability 2.1. The Product is available via the World Wide Web through the use of a web browser. Documents are provided as PDF files, viewable through the use of Adobe® Acrobat® Reader Version 7 and above and as DOC files viewable through the use of Microsoft Word® 97 and above. 3. Licence Agreement 3.1. By using the Product the Licensee agrees to be bound by the Licence Agreement for the Product. 3.2. The Licensee is granted a non-exclusive and non-assignable Licence to use the Product. 3.3. Licensees may locally install and use the Product on computers within the Licensee's organisation only. Licensees are permitted to make paper copies of the Product for Internal use. 3.4. The electronic files provided by the Product and authorized paper copies of the Product, are the subject of copyright. Unauthorised copying of the Product and any modification of or merger with other software or documents is expressly forbidden. However, in consideration for entering into this licence agreement and agreeing to pay the Licence fees to QED Risk Services, the Licensee may use the Product as the template for the composition of their own business policies and procedures for their own Internal business purposes and for the express satisfaction of their obligations under the National Consumer Credit Protection Act and other associated credit regulations only. The Licensee shall not otherwise use, modify, copy, adapt, supply, transmit, send by e-mail, reproduce, or do any other thing in relation to, the Product. The Product may not be copied or circulated electronically, including by electronic mail, even for Internal use. 3.5. It is expressly agreed that QED Risk Services retains all title to the intellectual property contained in the Product. Licensees shall not challenge nor call into question QED Risk Services' ownership of intellectual property rights in respect of the Product. 3.6. Once the Product has been modified and becomes the Licensee's business policies, the Licensee agrees that the policies remain substantially the intellectual property of QED Risk Services and must not be shared, transmitted, circulated or reproduced by any means, except where otherwise required by law or court order, for example in satisfaction of a lawful request from the Australian Securities and Investments Commission (ASIC) or other regulatory body. 3.7. QED Risk Services will provide the Licensee with an updating service for the Product. If changes to the National Consumer Credit Protection legislation (including the National Consumer Credit Protection Act and National Consumer Credit Protection Regulations) or ASIC regulatory guidance (including Regulatory Guides and Information bulletins) causes the Product to be out of date, QED Risk Services will provide the Licensee with updates to the Product up until such time as the Licensee has applied for and been granted or refused their Australian Credit License, or 31 December 2010, whichever is the earlier. 3.8. The Licensee shall not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Product, except as described in 3.4 and 3.6 above. 3.9. The Licensee shall ensure that all of the personal users that have rights to access the Product under this Licence shall exercise that right only for the purposes specified and shall not use the Product for any other purpose. 3.10. For reproduction of the Product or portions of the Product, reasons for which are outside the circumstances included in this agreement, permission must be sought in writing from QED Risk Services. 3.11. The Product is licensed only to the Licensee. Under no circumstances may the Product be transferred by the Licensee to any other party without the prior written consent of QED Risk Services. Under no circumstances is the Licensee permitted to reproduce material from the Product for external use or for use on any other site or group of sites. 3.12. This Licence will remain in force and continue unless otherwise terminated in accordance with Clause 3.13. 3.13. The Licence will terminate:- (a) Automatically and without notice if the Licensee fails to comply with any provision of the Licence. Upon termination the Licensee agrees to destroy all copies of the Product; or (b) In such case where the Licensee ceases to operate or sells its business, or otherwise for whatever reason no longer wishes to utilise and keep current the forms and templates that form the QED Risk Service Credit Licensing Kit. 3.14. The Licensee acknowledges that no promise, representation, warranty or undertaking (other than any contained in this Agreement) has been given by QED Risk Services or any person or company on its behalf in relation to the profitability of or any other consequences or benefits to be obtained from the use of the Product and the Licensee relies wholly upon his own skill and judgment in deciding to use the Product. 3.15. QED Risk Services shall not be liable to the Licensee or any other person in respect of any loss or damage, however caused which may be suffered or incurred or which may arise directly or indirectly in respect to the Product. 3.16. No warranty is made by any party connected with this Product, express or implied, with regard to the quality, utility or accuracy of the Product and no liability will be accepted for any damage, direct, indirect, special or consequential, arising in any way out of the use of the Product. This agreement is governed by and must be construed in accordance with the laws of the State of Queensland. For further information and technical support contact: QED Risk Services Pty Ltd - 31 Ardentallen Rd, Enoggera QLD 4051 - Ph: 1300 817 662 - E-mail: admin@qedrisk.com.au - Web: www.qedrisk.com.au