| Background |
| A |
FSA has a right to licence the Code of Practice for Assisted Reproductive Technology Units (the Code). |
| B |
The Licensee wishes to make use of the Code. |
| C |
FSA has agreed to licence the Code to the Licensee on the terms and conditions as set out in this document. |
| Operative provisions |
| 1 |
Grant of Licence |
| 1.1 |
FSA grants to the Licensee non-exclusive licence to use, reproduce, publish, modify and adapt the Code on the terms of this document. |
| 1.2 |
The Licensee must not use the Code outside the terms of this document. |
| 2 |
Payment |
| 2.1 |
The Licensee will pay to FSA a once off Licence Fee as set out in the Schedule. |
| 2.2 |
The licence commences on confirmation to the Licensee of receipt of the Licence Fee by the FSA. |
| 3 |
Code drafted for Australian law |
| 3.1 |
The Licensee acknowledges: |
| |
3.1.1 |
the Code was drafted to accord with Australian law as at February 2005; |
| |
3.1.2 |
if the Licensee intends to rely on, use, reproduce, publish, modify and adapt the Code in Australia after 14th June 2005 the Licensee is solely responsible with ensuring that it accords with the applicable law in Australia at that time; |
| |
3.1.3 |
if the Licensee intends to rely on, use, reproduce, publish, modify and adapt the Code in respect of a jurisdiction other than Australia, the Licensee is solely responsible for adapting the Code for the Licensee's particular purpose and needs and ensuring that it complies with the law of the relevant jurisdiction. |
| 3.2 |
To the maximum extent the law allows, FSA expressly disclaims all warranties, express or implied, including, but not limited to, the implied warranty of fitness for a particular purpose. |
| 3.3 |
FSA does not warrant or make any representations regarding the use or reliance on the information provided within the Code in terms of its correctness, accuracy, reliability, or otherwise for any country other than Australia. |
| 4 |
Exclusion of Liability |
| 4.1 |
To the maximum extent the law allows, FSA excludes liability for any loss (including consequential loss) suffered by any person or entity resulting in any way from the use or reliance on the Code. |
| 5 |
Indemnity |
| 5.1 |
The Licensee must continually indemnify FSA against any claim or proceeding that is made or commenced, and any liability, loss, damage or expense (including legal costs on a full indemnity basis) FSA suffers or incurs arising from the Licensee's use, reproduction, publication, modification, adaptation and reliance on the Code. |
| 6 |
Acknowledgment |
| 6.1 |
The Licensee must ensure that FSA receives the appropriate acknowledgement as the developer of the Code in any use, reproduction, publication, modification and adaptation of the Code by the Licensee. |
| 7 |
Governing law and jurisdiction |
| 7.1 |
This document is governed by the laws of Victoria, Australia. |
| 8 |
GST |
| 8.1 |
Any fee or price payable under this document shall be adjusted by adding an amount represented by the GST. |
| 9 |
Entire agreement |
| 9.1 |
This document contains everything the parties have agreed on in relation to the matters it deals with. No party can rely on an earlier document, or anything said or done by another party, or by a director, officer, agent or employee of that party, before this document was executed, save as permitted by law. |
| 10 |
No agency or partnership |
| 10.1 |
No party is an agent, representative, partner of any other party by virtue of this document. |
| 11 |
Severability |
| 11.1 |
If a clause or part of a clause of this document can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this document, but the rest of this document is not affected. |
