Licences for agents

Who should read this overview?

The following overview is relevant to persons (agents) engaged by one or more licensees of The Le@rning Federation to undertake activities on their behalf. The activities could include the provision of products or services.

TLF licensees

TLF licensees include the New Zealand Ministry of Education, and the departments of education, the Catholic education offices, and the associations of independent schools in each Australian state and territory, as well as schools themselves.

TLF licences

While TLF is responsible for developing and managing content, it is primarily the responsibility of peak education bodies to download content from TLF's repository and to provide access to schools via their own technical infrastructure.

Under separate licensing arrangements, content is made available by TLF to various education bodies.

Main categories of licence include:

• Licences A and E to the government education body in a state or territory or New Zealand;
• Licence D to a non-government education body responsible for the administration of one or more non-government schools in Australia or New Zealand, a university or teacher professional association.

Under each type of licence, TLF confers certain characteristic rights upon the licensee. The exercise of some rights may involve a separate legal entity (a third party). The possible rights under a licence may include any combination of:

• user rights: the right to play, run, execute, display, etc, for the licensee's internal purposes or to deliver a service (for example, education) to a third party (for example, a student);
• development rights: the right to adapt the content in various ways;
• supply rights: the right to distribute or communicate the content to third parties (in original form or as adapted) as a product;
• sublicensing rights: the right to extend the benefit of the licensee's rights (including, potentially, the sublicensing right itself) to a third party (sublicensee).

When does a TLF licensee engage an agent?

A TLF licensee (for example, a government school system or a non-government school body) may choose to engage an agent to perform one or more services in connection with a licence. In such a case, the agent would be construed as an 'agent' of the licensee and would access content and exercise the relevant licence rights as if they were the licensee.

It is important to understand that, for the purposes of the exercise of rights as described above, the agent is not a third party, and accordingly not a sublicensee. They are an 'agent' of the licensee.

What is an agent?

An agent is defined as a person or entity acting for and on behalf of the licensee. The criteria that may assist in determining that a person is acting as 'agent' on behalf of a licensee include:

• the activities of the agent are undertaken to carry out the ordinary activities of the licensee under the licence;
• the content is made available to the agent by the licensee;
• the activities are carried out under the direction or control of the licensee;
• the licensee takes responsibility for ensuring that the agent acts within the limits of the licence;
• the content is to be returned or dealt with as directed by the licensee on completion of the activities.

What are the rights and responsibilities of an agent?

As they act on behalf of licensees, agents must abide by those terms identified in the TLF licence relevant to the tasks they have been engaged to perform. So, for example, if an agent is engaged to supply or distribute content to a particular licensee, then it is only required to comply with those licence terms relevant to such activities. Naturally this would not permit the agent to do whatever it likes under a licensee’s licence. It could only do what the licensee authorises it to do and, moreover, the agent would not be permitted to do anything that would, if done by the licensee, constitute a breach of the TLF licence.

With these considerations in mind, licensees should provide a copy of their licence(s) to their agent so agents can ensure that they have understood the relevant obligations they have under the licence.

What are the formalities for appointing an agent?

Ideally, the agreement between a licensee and agent should state explicitly:

• that the agent is to perform a service or services as 'agent' of the licensee for the purposes of a stated licence;
• the nature of the service or services for which the agent has been engaged;
• any other terms of the agency.

The form of the agency is a matter for the relevant licensee and agent to determine, and will vary according to the circumstances, the needs of the parties and the services required. Possible arrangements include:

• a licensee might enter into an agreement with an agent to distribute content to that licensee or bodies administered by that licensee;
• a licensee might enter into an agreement with an agent to establish a central hub for deploying content to the licensee or bodies administered by that licensee;
• a licensee may enter into an agreement with an agent to assist in development of the content for use in their schools;
• two or more licensees may wish to collaborate to establish a shared implementation and may jointly enter into an agreement with an agent to deploy content.

Does TLF need to be advised once an agent is appointed?

Yes. TLF licensees are asked to notify TLF when they appoint a person or entity as their agent. The notification form is available as a PDF on this site. On the form TLF asks licensees to advise whether the agent has been engaged to obtain content from TLF.

• Notification of appointment of an agent by a licensee (pdf, 21kB)

What happens when an agent is engaged to obtain content from TLF on a licensee's behalf?

Agents may be required to access content from TLF where they have been engaged to obtain and distribute content on behalf of one or more licensees. In such circumstances the agent will also need to enter into an agreement with TLF that grants them the right to access the content for the purpose only of distributing that content to the relevant licensee(s). TLF will require the agent to provide evidence of its agency in the form of the agreement or other document appointing that person or entity as agent. From TLF's point of view, this agreement need not necessarily be long or complex, provided it satisfactorily evidences the agency (see the sub-heading 'What are the formalities for appointing an agent?' ).

• Diagram of legal relationships between parties (pdf, 17kB)

Further information

Licensing queries can be directed to:
Intellectual Property Manager
Telephone: (+ 61 3) 9657 9753
Fax: (+ 61 3) 9657 9754
Email: ipmanager@thelearningfederation.edu.au

Technical queries regarding agent access and distribution can be directed to:
Nick Weideman
Chief Technology Officer
Telephone: (+ 61 3) 9657 9769
Fax: (+ 61 3) 9662 9572
Email: nick.weideman@thelearningfederation.edu.au