Terms & Conditions

Operative provisions

1. Definitions and interpretation

Definitions

1.1 The following definitions apply in this agreement unless the context requires otherwise:

Authorised Third Party Disclosee means any Representative of a Disclosee to whom that Disclosee discloses Confidential Information in accordance with clause 7.

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in Adelaide, South Australia are open for business.

Charges means Fees and other charges payable to the Business.

Claim means any claim, complaint, demand, proceeding, suit, litigation, action, cause of action or other legal recourse (whether in contract, tort, under statute or otherwise).

Business means Flourish & Flo (ABN 92 421 845 527) (“the Business”, “us” or “we”).

Confidential Information means all information relating to a party, any Member, clients, suppliers, distributors or joint venture partners, of the party and/or any of the business or financial affairs of any of them, including:

(a) any information that is specifically designated by any of them as confidential;

(b) any information which, by its nature, may reasonably be regarded as confidential;

(i) agreements, arrangements or terms of trade with any existing or prospective Members, clients, suppliers, distributors or joint venture partners or other contractual counterparties;

(ii) Members, clients, suppliers, distributors, joint venture partners, employees, technologies, products, services, proposals, market opportunities, business or product development plans, pricing, financial position or performance, capabilities, capacities, operations or processes; or

(iii) Intellectual Property Rights,

of any of them; and

(d) any note, calculation, conclusion, summary or other material derived or produced partly or wholly from any such information.

Corporations Act means the Corporations Act 2001 (Cth).

Disclosee means, in respect of any particular Confidential Information, any party that has received that Confidential Information (whether directly or indirectly) from another party.

Discloser means, in respect of any particular Confidential Information, any party that has disclosed or discloses that Confidential Information (whether directly or indirectly) to another party.

Event of Default means any of the following on the part of the Member:

(a) committing any material or persistent breach of this agreement;

(b) repudiating or, or, in the reasonable opinion of the Business, evincing an intention to repudiate, this agreement;

(d) misleading the Business in any material way; and/or

(e) an Insolvency Event occurring in respect of the Member.

Fees has the meaning given in clause 4.1.

Governmental Agency means any government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.

Insolvency Event means, in respect of a party:

(a) where the party is an individual, that party commits an act of bankruptcy or is declared bankrupt or insolvent or that party’s estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency;

(b) where the party is a Business, a resolution is passed or court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law;

(c) a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part thereof; or

(d) the party is otherwise unable to pay its debts as and when they fall due.

Input Tax Credit has the meaning given in the GST Law.

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how, trade secrets and marketing secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Losses means any loss, damage, debt, cost, charge, expense, fine, outgoing, penalty, diminution in value, deficiency or other liability of any kind or character, whether:

(a) arising in contract, negligence, tort, equity, statute or otherwise; and

(b) it be consequential, indirect, incidental, special, punitive, exemplary or otherwise, including loss of profits or revenue, loss of goodwill or reputation, business interruption, loss of data and failure to realise any anticipated savings or benefits of any kind,

that a party pays, suffers or incurs or is liable for, including all:

(d) interest and other amounts payable to third parties;

(e) legal and other professional fees and expenses (on a full indemnity basis) and other costs incurred in connection with investigating, defending or settling any Claim, whether or not resulting in any liability; and

(f) all amounts paid in settlement of any Claim.

Member means a member who has purchased a Membership with the Business on the terms of this Agreement.

Non-Member means an individual or entity who is not a Member with the Business.

Order means any purchase of any good or service as provided by the Business (whether online or in person) and accepted by the parties in accordance with this agreement.

Personal Information has the meaning given in the Privacy Act.

Privacy Act means the Privacy Act 1998 (Cth).

Representatives means, in respect of a person, the employees, officers, consultants, agents and professional advisers of that person.

Services means the services provided by the Business to the Member under this agreement in respect of each Membership or on a stand alone basis (whether online or in-person).

Stamp Duty means any stamp, transaction or registration duty or similar charge imposed by any Governmental Agency and includes any interest, fine, penalty, charge or other amount in respect of the above, but excludes any GST.

Tax Acts means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth).

Tax or Taxation means:

(a) any tax, levy, impost, deduction, charge, rate, compulsory loan, withholding or duty by whatever name called, levied, imposed or assessed under the Tax Acts or any other statute, ordinance or law by any Governmental Agency (including profits tax, property tax, interest tax, income tax, tax related to capital gains, tax related to the franking of dividends, bank account debits tax, fringe benefits tax, sales tax, payroll tax, superannuation guarantee charge, group or Pay as You Go withholding tax and land tax);

(b) unless the context otherwise requires, Stamp Duty and GST; and

(c) any interest, penalty, charge, fine or fee or other amount of any kind assessed, charged or imposed on or in respect of the above.

2. Engagement as Business

2.1 The Member hereby engages the Business on a non-exclusive basis to provide the Services to the Member, and the Business hereby accepts that engagement and agrees to provide the Services to the Member, in accordance with the terms of this agreement.

Commencement and duration

2.2 The Business’s engagement with the Member will:

(a) commence on the date that the Member’s payment is received by the Business;

(b) terminate at the end of any agreed term under a Membership; or

Nature of relationship

2.3 The Business is an independent contractor of the Member and nothing in this agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the parties.

3. Memberships

Memberships

3.1 The Business offers different membership options that the Member may purchase, as set out under Schedule 1.

Suspension of Membership

3.2 The Member may suspend their Membership by providing [two (2) weeks] written notice to the Business.

3.3 The Member may only suspend their Membership for a maximum period of [period[TT2] ] within a 12-month period.

3.4 A Suspension Fee will be deducted from the Member’s nominated account for each week that the Membership is suspended.

Termination of Membership

Cooling-off period

3.5 The Member may terminate this agreement by providing written notice of termination to the Business within a 2 week cooling off period upon signing this Agreement, subject to paying our reasonable administration costs. [TT|S&C3]

Cancellation with notice

3.6 The Member may terminate their Membership with the Business as follows:

(a) at any time by providing at least [3 Business days] written notice to the Business, in which case the full balance of the Membership Fee (if unpaid) must be paid to the Business; or

(b) if the Member is permanently disabled or incapacitated and physically unable to utilise the

Business’s facilities and services.

3.7 Should the Member terminate a [fixed term] Membership before its expiration, a cancellation fee may be payable (Cancellation Fee).

3.8 The Business may terminate a Member’s Membership or Non-Member’s access to the Business’s Services and premises if:

(a) that Member or Non-Member has caused harm or damage to the Business, or property or another person at the Business’s premises;

(b) that Member or Non-Member has recklessly, intentionally or negligently endangered the safety of others or themselves;

(c) that Member or Non-Member been negligent or tortious in the performance of their obligations under this agreement; or

(d) the Business intends to cease trading;

by providing 2 weeks written notice to the Member. The Member may waive all or part of such notice period.

3.9 For the avoidance of doubt, the Member will otherwise not be entitled to any refund of any amounts paid under this agreement should it wish to terminate its Membership or cancel an Order for change of mind, cancellations or any reason whatsoever.

Termination for breach

3.10 Each party may terminate this agreement immediately by notice to the other party if an Event of Default occurs in respect of the other party.

3.11If a party commits any material or persistent breach of this agreement (the Defaulting Party), the other party may (but is not obliged to) provide the Defaulting Party with a notice of breach in writing. If the Defaulting Party fails to remedy the breach within 10 Business Days after the date of its receipt of such notice, the other party may terminate this agreement with immediate effect upon providing the Defaulting Party with a further notice of termination in writing.

Effect of termination

3.12 In the event of any termination of this agreement in any circumstances and for any reason whatsoever:

(a) the Member will remain liable to pay all Charges accrued up to and including the date of termination, whether or not invoiced prior to the date of termination (for the avoidance of doubt, in the event of any termination of this agreement by the Member); and

(b) the Business will send to the Member a final invoice for the balance of any unbilled Charges accrued up to and including the date of termination; and

(c) the Member hereby unequivocally authorises the Business to direct debit any such amounts owed to the Business directly from the Member’s nominated account upon termination.

Accrued rights

3.13 Termination of this agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination.

Transfer of Membership

3.14 The Member is only permitted to transfer its Membership if the Membership is for a fixed term and by paying a transfer fee of FEE HERE to the Business (Transfer Fee).

4. Membership Fees

4.1 The Fees payable to the Business for each Membership is set out under Schedule 1 (Membership Fees). The Membership Fees may be amended from time to time, at the reasonable discretion of the Business and with [two weeks] written notice to the Member.

4.2 The Business reserves the right to change the Fees for Memberships displayed on its website or in-person at any time before a Member selects their Membership.

4.3 Subject to Australian Consumer Law and clause 3.5, all Memberships are non-refundable for changes of mind or cancellations.

Payment

4.4 Membership Fees may be paid by way of [direct debit or electronic bank transfer] to the Business’s nominated account.

4.5 Should the Member elect for their Membership to be paid by way of direct debit, the Member agrees to execute and comply with the relevant direct debit Business’s terms and conditions, and hereby authorise the Business to direct debit all Membership Fees in accordance with this agreement.

4.6 For periodic Memberships, Membership Fees must be made weekly to the Business’s nominated account.

4.7 For fixed price and term Membership Fees, and all other stand-alone reservations, the Member must pay to the Business the Fees upfront upon making the Order.

No set-off or deduction

4.8 All amounts payable under or in connection with this agreement must be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever, whether or not any such set-off, counterclaim, withholding, deduction or lien arises under this agreement (unless otherwise required by law).

4.9 If a party is required by law to make a deduction or withholding in respect of any sum payable under or in connection with this agreement to another party, it must, at the same time as the sum that is the subject of the deduction or withholding is payable, make a payment to the other party of such additional amount as is required to ensure that the net amount received by the other party will equal the full amount that would have been received by it had no such deduction or withholding been required to be made.

Default interest

4.10 If a party fails to pay any sum payable by it under this agreement to another party at the time and otherwise in the manner provided in this agreement, it must pay interest on that sum from the due date of payment until that sum is paid in full at the Default Rate, calculated daily on the basis of a 365-day year and compounded monthly. Interest will accrue from day to day and will be payable on demand. The payment of interest by a party to another party in respect of any late payment under this clause 4.10 is in addition to any other remedies that the other party may have in respect of such late payment (including, but not limited to the recovery of its legal fees, disbursements and expenses incurred to recover the debt).

4.11 If a liability of a party to another party under this agreement becomes merged in a judgement or order and the interest rate that applies under that judgement or order is lower than the Default Rate, that party must, as an independent obligation, pay to the other party, at the same time and in the same manner as the sum that is the subject of that judgement or order is to be paid, such additional interest on that sum as is required to ensure that the total amount of interest that the other party receives in respect of that liability is equal to the Default Rate.

5. Orders

Order constitutes offer

5.1 By placing an order through the Business, whether by way of the Business’s online website or in-person (i.e. booking a package or once-off reservation), the Member makes an irrevocable offer to the Business to purchase the Services that they have selected pursuant to these Terms and Conditions. Information contained on the Business’s website constitutes an invitation to treat only. No information in the Business’s website constitutes an offer to supply any services to the Member – however, the Business will endeavour to supply the Member’s selected services to the Member.

5.2 The Business will not commence processing any Order made through its website or in-person unless and until:

(a) payment for the Order has been received by the Business in full; and

(b) the Order has passed the Business’s internal validation procedures, which are undertaken in order to verify the bona fides of each Order for the purpose of preventing credit card and other fraud.

5.3 The Business reserves the right in its full discretion to:

(a) at any time prior to the Member’s Order being accepted in accordance with these Terms, cancel all or part of the Order; and

(b) at any time:

(i) refuse to provide the Services to the Member; and/or

(ii) terminate and refuse the Member access or entry to the Business’s physical business premises on which the provision of Services occurs.

Acceptance of orders

5.4 Acceptance of each Order will take place if and when the Business either:

(a) provides the Services to the Member, at the time at which the Business commences providing the Services; or

(b) notifies you in writing that the Member’s Order has been accepted, at the time at which such notification is sent by the Business.

Reimbursement

6. If any party is required to pay, reimburse or indemnify another party for the whole or any part of any cost, expense, loss, liability or other amount that the other party has incurred or will incur in connection with this agreement, the amount must be reduced by the amount for which the other party can claim an Input Tax Credit, partial Input Tax Credit or other similar offset.

Adjustment events

6.1 If, at any time, an adjustment event arises in respect of any supply made by a party under this agreement, a corresponding adjustment must be made between the parties in respect of any amount paid to the Providing Party by the Receiving Party pursuant to clause 6.3 and payments to give effect to the adjustment must be made and the Providing Party must issue an adjustment note.

7. Confidentiality

7.1 Subject to clauses 7.3 and 7.4, a Disclosee must:

(a) keep all Confidential Information confidential;

(b) not use or exploit any Confidential Information in any way except in the proper performance of the Services in accordance with this agreement;

(d) not copy, reduce to writing or otherwise record any Confidential Information except in the proper performance of the Services in accordance with this agreement (and any such copies, reductions to writing and records will be the property of the Discloser); and

(e) ensure that any and all Authorised Third Party Disclosees:

(i) comply with the obligations in this agreement as if each of them was a party to this agreement in the place of the Disclosee; and

(ii) do not do, or omit to do, anything which, if done or omitted to be done by the Disclosee, would constitute a breach of this agreement by the Disclosee.

7.2 The Disclosee shall be responsible for, and liable to the Discloser in respect of, the actions or omissions of any and all of its Authorised Third Party Disclosees in relation to the Confidential Information as if they were the actions or omissions of the Disclosee.

Exceptions

7.3 The Disclosee may disclose Confidential Information to those of its Representatives who have an actual need to know the Confidential Information but only in the proper provision of the Services and performance of its duties under this agreement and provided that it informs such Representatives of the confidential nature of the Confidential Information before such disclosure.

7.4 Subject to clause 7.5, the obligations in clause 7.1 will not apply to any Confidential Information which (as shown by appropriate documentation and other evidence in the relevant Disclosee’s possession):

(a) was already known to the Disclosee on a non-confidential basis prior to the time of its first disclosure by the Discloser to the Disclosee, unless it came to be so known as a direct or indirect result of having been:

(i) unlawfully obtained by the Disclosee, whether from a third party or otherwise; or

(ii) received by the Disclosee from a third party that owed a confidentiality obligation to the Discloser in respect of that information at the time of such receipt, in circumstances in which the Disclosee knew, or ought reasonably to have known after due enquiry, that the third party owed that confidentiality obligation to the Discloser;

(b) is or becomes generally available to the public, unless it became so generally available as a direct or indirect result of having been disclosed by any person:

(i) in circumstances that constitute a breach of this agreement by the Disclosee (for the avoidance of doubt, including any breach by the Disclosee of its obligations under clause 7.1(e) to ensure that its Authorised Third Party Disclosees comply with the obligations in this agreement as if they were parties to this agreement in the place of the Disclosee); or

(ii) that owed a confidentiality obligation to the Discloser in respect of that information at the time of such disclosure, in circumstances in which the Disclosee knew, or ought reasonably to have known after due enquiry, that the person owed that confidentiality obligation to the Discloser;

(c) is, after the time of its first disclosure by the Discloser to the Disclosee, lawfully received by the Disclosee from a third party and the Disclosee reasonably believed, after due enquiry, that the information was not so received as a direct or indirect result of a breach by any person of a confidentiality obligation owed to the Discloser;

(d) is required by law or court order to be disclosed, provided that the Disclosee must:

(i) promptly notify the Discloser in writing in advance of any such disclosure, if reasonably practicable; and

(ii) reasonably assist the Discloser in obtaining confidential treatment for, or avoiding or minimising such disclosure of, the relevant Confidential Information to the extent reasonably requested by the Discloser;

(e) is independently developed by the Disclosee without any direct or indirect use of, reference to, or reliance on any Confidential Information; or

(f) is authorised for release or use by the written pre-approval of the Discloser but only to the extent of such written pre-approval.

7.5 The exceptions in clause 7.4 shall not apply to any specific Confidential Information merely because it is included in more generally non-confidential information, nor to any specific combination of Confidential Information merely because individual elements, but not the combination, are included in non-confidential information.

8. Non-disparagement

8.1 Subject to clause 8.2, on and from the date of this agreement, each party must not:

(a) make, express, transmit, speak, write, verbalise or otherwise communicate in any way (directly or indirectly, in any capacity or manner) any remark, comment, message, information, declaration, communication or other statement of any kind (whether verbal, in writing, electronically transferred or otherwise) that might reasonably be construed to be critical of, or derogatory or negative towards, any other party or any Representative of any other party; or

(b) cause, further, assist, solicit, encourage or knowingly permit any other person to do so, or support or participate in any other person doing so,

and must take all reasonable steps to prevent its Representatives from doing so.

8.2 Clause 8.1 shall not prohibit any party from making any statement or disclosure as required by law or court order, provided that such party must:

(a) promptly notify the other party in writing in advance of any such statement or disclosure, if reasonably practicable; and

(b) reasonably assist the other party in obtaining confidential treatment for, or avoiding or minimising the dissemination of, such statement or disclosure to the extent reasonably requested by any party.

9. Liability and remedies

Indemnity

9.1 The Member shall have personal liability for, and hereby irrevocably indemnifies and covenants to hold the Business harmless from and against, any and all Losses that may be suffered by the Business and which arise, directly or indirectly, in connection with any breach of this agreement by the Member and/or any negligent or other tortious conduct in the Business’s provision of the Services.

9.2 The Member agrees that its attendance at the Business’s business premises and participation of in the Business’s provision of the Services is at the Member’s own discretion and risk. The Member agrees to release the Business and its officers, employees, agents, consultants, licensors, partners and affiliates from any claim, demand or cause of action that the Member may have against any of them arising from this agreement and use of the Services by the Member and the Member on behalf of any other individual on the booking and/or Order. The Business may plead this release as a bar and complete defence to any claims or proceedings.

Indemnities continuing

9.3 Each indemnity contained in this agreement is an additional, separate, independent and continuing obligation that survives the termination of this agreement despite any settlement of account or other occurrence and remains in full force and effect until all money owing, contingently or otherwise, under the relevant indemnity has been paid in full and no one indemnity limits the generality of any other indemnity.

Limitation of liability

9.4 To the maximum extent permitted by law, the Business and its Representatives expressly:

(a) (Disclaimer of warranties) disclaim all conditions, representations and warranties (whether express or implied, statutory or otherwise) in relation to the Services, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Without limitation to the foregoing, the Business and its Representatives make no representation, and provide no warranty or guarantee, that:

(i) the Member will achieve any particular results from the provision of the Services;

(ii) any particular individuals will perform the Services on behalf of the Business; or

(iii) the Services will be:

(A) error-free or that errors or defects will be corrected; or

(B) meet the Member's requirements or expectations; and

(b) (Limitation of liability) limit their aggregate liability in respect of any and all Claims for any Losses that the Member and/or any of its Representatives may bring against the Business under this agreement or otherwise in respect of the Services to the following remedies (the choice of which is to be at the Business's sole discretion):

(i) re-supply of the Services;

(ii) payment of the costs of supply of the Services by a third party; or

(iii) the refund of any amounts paid by the Member to the Business under this agreement in respect to the Services,

even if the Business has been advised of the possibility of such Losses,

and the Member acknowledges and agrees that the Business holds the benefit of this clause 9.4 for itself and as agent and trustee for and on behalf of each of its Representatives.

Force majeure

9.5 To the maximum extent permitted by law, the Business and its Representatives expressly exclude liability for any damage and/or delay in the performance of any obligation of the Business under this agreement where such damage or delay is caused by circumstances beyond the reasonable control of the Business and the Business shall be entitled to a reasonable extension of time for the performance of such obligations, and the Member acknowledges and agrees that the Business holds the benefit of this clause 9.5 for itself and as agent and trustee for and on behalf of each of its Representatives.

Remedies for breach

9.6 Each party acknowledges and agrees that, in the event of any breach by the other party of the provisions of clause 7 (Confidentiality), clause 8 (Non-disparagement) or damages may not be an adequate remedy and the first-mentioned party may, in addition to any other remedies, obtain an injunction restraining any further violation by the other party and other equitable relief, without the necessity of showing actual damage and without any security being required, together with recovery of costs. Any Claims asserted by such other party against the first-mentioned party shall not constitute a defence in any such injunction action, application or motion.

10. Notices

10.1 A notice given to a party under this agreement must be:

(a) in writing in English;

(b) delivered/sent either:

(i) personally;

(ii) by commercial courier;

(iii) by pre-paid post;

(iv) if the notice is to be served by post outside the country from which it is sent, by airmail; and

(v) by e-mail.

10.2 A notice is deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) if delivered by commercial courier, at the time of signature of the courier’s receipt;

(d) if sent by airmail, five days after the date of posting;

(e) if sent by e-mail, 4 hours after the sent time (as recorded on the sender’s e-mail server), unless the sender receives a notice from the party’s email server or internet service Business that the message has not been delivered to the party, except that, if such deemed receipt is not within business hours (meaning 9:00 am to 5:30 pm on a Business Day), the notice will be deemed to have been received at the next commencement of business hours in the place of deemed receipt.

10.3 To prove service, it is sufficient to prove that:

(a) in the case of post – that the envelope containing the notice was properly addressed and posted;

(b) in the case of email – the email was transmitted to the party’s email server or internet service Business.

11. General

Further assurances

11.1 Each party must (at its own expense, unless otherwise provided in this agreement) promptly execute and deliver all such documents, and do all such things, as any other party may from time to time reasonably require for the purpose of giving full effect to the provisions of this agreement.

Third parties

11.2 This agreement is made for the benefit of the parties to it and their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

Costs

11.3 All costs and expenses in connection with the negotiation, preparation and execution of this agreement, and any other agreements or documents entered into or signed pursuant to this agreement, will be borne by the party that incurred the costs.

Entire agreement

11.4 This agreement contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to this agreement other than those expressly stated in it or necessarily implied by statute.

Severability

11.5 If a provision of this agreement is invalid or unenforceable in a jurisdiction:

(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and

(b) that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.

Survival

11.6 The obligations of the parties under clause 7 (Confidentiality), clause 8 (Non-disparagement) and clause 9 (Liability and remedies) will survive the termination of this agreement.

No waiver

11.7 No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under this agreement will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under this agreement.

Amendment

11.8 This agreement may not be varied except by written instrument executed by all of the parties.

Assignment

11.9 A party must not assign or otherwise transfer, create any charge, trust or other interest in, or otherwise deal in any other way with, any of its rights under this agreement without the prior written consent of the other party.

Counterparts

11.10 This agreement may be executed in any number of counterparts, each of which is an original and which together will have the same effect as if each party had signed the same document.

Electronic exchange

11.11 Delivery of an executed counterpart of this agreement by email in PDF or other image format, will be equally effective as delivery of an original signed hard copy of that counterpart.

11.12 If a party delivers an executed counterpart of this agreement under clause 11.11:

(a) it must also deliver an original signed hard copy of that counterpart, but failure to do so will not affect the validity, enforceability or binding effect of this agreement; and

(b) in any legal proceedings relating to this agreement, each party waives the right to raise any defence based upon any such failure.

Governing law and jurisdiction

11.13 This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of South Australia, Australia.

11.14 The parties irrevocably agree that the courts of South Australia, Australia have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this agreement or its subject matter or formation (including non-contractual disputes or claims).

Terms & Conditions

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