CRIME CHECK AUSTRALIA PTY LTD

CORPORATE CLIENT/ORGANISATION TERMS AND CONDITIONS/AGREEMENT

THIS AGREEMENT is made on the date it is executed by the last party to sign it, physically or by clicking the checkbox “I agree with the terms and conditions for organisations” , between:

(1) Crime Check Australia Pty Ltd ACN 634 172 295 whose registered office is at

Level 32
367 Collins St
Melbourne, VIC 3000 (the Supplier); and

(2) the entity that executed this document (the Customer) or is registered as a corporate user on the Website. (the “Customer”, “Organisation”)

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

The following definitions apply in this document:

Applicant means the person or entity in relation to which the Supplier provides the Services and Deliverables, and may include the Customer’s employee, prospective employee, a contractor, or a third party.

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Victoria.

Charges means the charges payable by the Customer to the Supplier pursuant to this document, exclusive of GST.

Confidential Information has the meaning given by clause 11.1.

Control has the meaning given in section 50AA of the Corporations Act except that in addition an entity controls a second entity if:

(a) the first entity would be taken to control the second entity but for subsection 50AA(4); or

(b) the first entity has voting power (as defined in section 610 of the Corporations Act) of at least 50% in the second entity.

Corporations Act means The Corporations Act 2001 (Cth).

Deliverables means all materials created or enhanced by the Supplier and provided to the Customer and/or the Applicant in the course of providing the Services, including the Report.

Dispute means any dispute or difference between the parties arising out of, relating to or in connection with this document, including any dispute or difference as to the formation, validity, existence or termination of this document.

Force Majeure Event means any occurrence or omission as a direct or indirect result of which the Party relying on it is prevented from or delayed in performing any of its obligations (other than a payment obligation) under this document and that is beyond the reasonable control of that Party, including forces of nature, industrial action and action or inaction by a government agency.

GST includes any additional tax, penalty, fine, interest or other charge relating to GST.

GST Law means the same as “GST law” in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions, confidential information, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether or not registrable, registered or patentable.

Loss includes any loss, damage, liability, cost or expense (including any legal cost and expense on a full indemnity basis) however it arises and whether it is present or future, fixed or unascertained, actual or contingent, direct or indirect.

Moral Right means:

(a) a right of attribution of authorship;

(b) a right not to have authorship falsely attributed;

conferred by the Copyright Act 1968 (Cth) and any right of a similar nature anywhere in the world that exists now or that may come to exist in the future.

Party means either the Supplier or the Customer as the context dictates.

Personal Information has the meaning as defined in any applicable Privacy Law.

Privacy Law means any legislation or administrative requirement (as amended from time to time) imposing an obligation in relation to the collection, use, disclosure, storage and transmission of personal information which is applicable to a party in the performance of its obligations under this document, including without limitation any codes, principles or guidelines contained in or arising out of such legislation.

Report means the report setting out the results of the Supplier’s investigation of the Applicant.

Senior Management Representative of a Party means that Party’s chief executive officer or person holding an equivalent position.

Services means:

(a) investigating the truth and accuracy of information about an Applicant, such as career, personal and professional information, provided by the Applicant or by the Customer to the Supplier, by way of searches and/or enquiries of third party organisations and databases; and

(b) preparing a Report setting out the results of the Supplier’s investigation of the abovementioned information.

Website means the website at www.crimecheckaustralia.com.au and the organisation portal accessible at www.crimecheckaustralia.com.au/organisation-area.

1.2 Rules for interpreting this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply:

(a) A reference to:

(i) a legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document (including this document) or agreement, or a provision of a document (including this document) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a party to this document or agreement or to any other document or agreement includes a successor in title, permitted substitute or a permitted assign of that party;

(iv) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(v) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(d) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

(g) The word agreement includes an undertaking or other binding arrangement or understanding, whether or not in writing.

(h) The expression this document includes the agreement, arrangement, understanding or transaction recorded in this document.

(i) The words subsidiary, holding company and related body corporate have the same meanings as in the Corporations Act.

1.3 Non Business Days

If the day on or by which a person must do something under this document is not a Business Day the person must do it on or by the next Business Day.

1.4 The rule about “contra proferentem”

This document is not to be interpreted against the interests of a Party merely because that Party proposed this document or some provision of it or because that Party relies on a provision of this document to protect itself.

2. SERVICES

2.1 Provision of Services

Subject to clause 2.3, upon the Customer’s request via the Website from time to time, the Supplier will supply the Services to the Customer, and the Deliverables to the Customer and/or the Applicant, in respect of the Applicant identified by the Customer in the request, on the terms set out in this document.

2.2 Milestone for delivery

The Supplier will use reasonable endeavours to supply the Deliverables and complete the Services within the applicable timeframe(s) specified by the Supplier on the Website as at the date of the Customer’s request, or as otherwise agreed.

2.3 Customer acknowledgements

The provision of Services and Deliverables by the Supplier is conditional upon the Customer:

(a) ensuring that the Supplier’s customer registration requirements, as specified through the Website, in respect of the Customer are fully and accurately completed to the satisfaction of the Supplier;

(b) providing to the Supplier, or procuring that the Applicant provides to the Supplier, all information about the Applicant required by the Supplier to provide the Services and Deliverables; and

(c) procuring the consent of the Applicant to the Supplier providing the Services, and if the Customer requires a copy of any Deliverables from the Supplier, the express consent from the Applicant to the disclosure of the Deliverables (including the Report) to the Customer.

3. CHARGES

3.1 Charges

The Customer must pay the Charges at at the following rates:

– 0-50 Police Checks Per Annum: Standard check $45, Volunteer check $29

– 50-100 Police Checks Per Annum: Standard check $40, Volunteer check $26

– 100-250 Police Checks Per Annum: Standard check $38, Volunteer check $24

– 250+ Police Checks Per Annum: Standard check $37, Volunteer check $22 or as agreed by the parties.

– VEVO checks: as agreed by the parties

All prices specified above include Goods and Services Tax (GST)

3.2 Disputed invoices

(a) If the Customer disputes the whole or any portion of the amount claimed in an invoice submitted by the Supplier, the Customer must:

(i) pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment set out in the invoice or at the Website; and

(ii) notify the Supplier in writing (within five Business Days of receipt of the invoice) of the reasons for disputing the remainder of the invoice.

(b) If some or all of the amount in dispute ought properly to have been paid at the time it was first invoiced, then the Customer must pay that amount together with interest on that amount (calculated on a daily basis) at an annual rate equivalent to the Official Cash Rate set by the Reserve Bank of Australia plus 2%, in accordance with the terms of payment set out in the invoice or at the Website.

3.3 Charges exclusive of taxes

Except as specified otherwise at the Website, the Charges are exclusive of taxes, duties and charges imposed or levied in Australia or overseas in connection with this document. Without limiting the foregoing, the Customer is liable for any new taxes, duties or charges imposed subsequent to the date of this document.

4. GOODS AND SERVICES TAX PROVISIONS

4.1 Definitions

(a) In this clause 4:

GST includes:

(i) any additional tax, penalty, fine, interest or other charge relating to GST

[not included for Recipient]; and

(ii) an amount an entity is notionally liable to pay as GST or an amount which is treated as GST under the GST Law [if a party is a government entity only notionally subject to GST under Division 177 of the GST Act].

GST Law means the same as “GST law” means in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(b) Interpretation

Terms defined in the GST Law have the same meaning in this clause/document unless the context otherwise requires.

4.2 GST pass on

If GST is or will be payable by the supplier or the representative member of the GST group of which the supplier is a member on a supply made under or in connection with this document, to the extent that the consideration otherwise provided for that supply under this document is not stated to include an amount in respect of GST on the supply:

(a) the consideration otherwise provided for that supply under this document is increased by the amount of that GST; and

(b) the recipient must make payment of the increase as and when the consideration otherwise provided for, or relevant part of it, must be paid or provided or, if the consideration has already been paid or provided, within seven days of receiving a written demand from the supplier.

4.3 Later adjustment to price or GST

If the amount of GST on a supply is or should be different from the amount in respect of GST already recovered by the supplier, as appropriate, the supplier:

(a) may recover from the recipient the amount by which the amount of GST on the supply exceeds the amount already recovered by giving seven days written notice; or

(b) must refund to the recipient the amount by which the amount already recovered exceeds the amount of GST on the supply; and

(c) must issue an adjustment note or tax invoice reflecting any adjustment event in relation to the supply to the recipient within 28 days of the adjustment event except where the recipient is required to issue an adjustment note or tax invoice in relation to the supply.

4.4 Tax invoices / adjustment notes

The right of the supplier to recover any amount in respect of GST under this document on a supply is subject to the issuing of the relevant tax invoice or adjustment note to the recipient except where the recipient is required to issue the tax invoice or adjustment note.

4.5 Change in the GST Law

If the GST Law changes after the date of this document to change the amount of GST on a supply that would have applied at the date of this document, any consideration that expressly includes GST must be adjusted to reflect the change in the GST Law.

4.6 Reimbursements / Indemnities

(a) Costs actually or estimated to be incurred or revenue actually or estimated to be earned or lost by a party that is required to be reimbursed or indemnified by another party or used as the basis for calculation of consideration for a supply under this document must exclude the amount of GST referrable to the cost to the extent to which an entitlement arises or would arise to claim an input tax credit and in relation to revenue must exclude any amount in respect of GST referable to the revenue.

(b) The parties each indemnify the other against all GST, and losses, liabilities and expenses (including legal liabilities on a full indemnity basis) that the other incurs (directly or indirectly) as a result of a breach of a warranty or other provision in this document relating to GST.

5. GST

5.1 Definitions

Terms defined in the GST Law have the same meaning in this clause, unless the context otherwise requires.

6. GST PASS ON

If GST is or will be payable on a supply made under or in connection with this document, to the extent that the consideration otherwise provided for that supply under this document is not stated to include an amount in respect of GST on the supply:

(a) the consideration otherwise provided for that supply under this document is increased by the amount of that GST; and

(b) the recipient Party must make payment of the increase as and when the consideration otherwise provided for, or relevant part of it, must be paid or provided or, if the consideration has already been paid or provided, within seven days of receiving a written demand from the supplying Party.

7. LATER ADJUSTMENT TO PRICE OR GST

If there is an adjustment event in relation to a supply which results in the amount of GST on a supply being different from the amount in respect of GST already recovered by the supplying Party, as appropriate, the supplying Party within 14 days of becoming aware of the adjustment event:

(a) may recover from the recipient Party the amount by which the amount of GST on the supply exceeds the amount already recovered by giving seven days written notice; or

(b) must refund to the recipient Party the amount by which the amount already recovered exceeds the amount of GST on the supply to the extent that the supplying Party is entitled to a refund or credit from the Commissioner of Taxation; and

(c) must issue an adjustment note or tax invoice reflecting the adjustment event in relation to the supply to the recipient Party within 28 days of the adjustment event except where the recipient Party is required to issue an adjustment note or tax invoice in relation to the supply.

8. TAX INVOICES / ADJUSTMENT NOTES

The right of the supplying Party to recover any amount in respect of GST under this document on a supply is subject to the issuing of the relevant tax invoice or adjustment note to the recipient Party except where the recipient Party is required to issue the tax invoice or adjustment note.

9. CHANGE IN THE GST LAW

If the GST Law changes after the date of this document to change the amount of GST on a supply, any consideration that expressly includes GST must be adjusted to reflect the change in the GST Law.

10. REIMBURSEMENTS / INDEMNITIES

(a) Costs actually or estimated to be incurred or revenue actually or estimated to be earned or lost by a Party that is required to be reimbursed or indemnified by the other Party or used as the basis for calculation of consideration for a supply under this document must exclude the amount of GST referrable to the cost to the extent to which an entitlement arises or would arise to claim an input tax credit and in relation to revenue must exclude any amount in respect of GST referable to the revenue.

(b) The Parties each indemnify the other against all GST, and losses, liabilities and expenses (including legal liabilities on a full indemnity basis) that the other

incurs (directly or indirectly) as a result of a breach of a warranty or other provision in this document relating to GST.

11. CONFIDENTIALITY

11.1 Meaning of Confidential Information

(a) Subject to paragraph (c), Confidential Information means information, whether made available or obtained directly or indirectly, and before, on or after the date of this document, that:

(i) relates to the business, assets or affairs of a Party;

(ii) is made available by or on behalf of that Party to the receiving Party or is otherwise obtained by or on behalf of the receiving Party; and

(iii) is by its nature confidential or the receiving Party knows, or ought to know, is confidential.

(b) Without limiting paragraph (a), but subject to paragraph (c), Confidential Information includes:

(i) the Deliverables, and any information relating to the Applicant provided by the Applicant and/or the Customer;

(ii) information relating to the personnel, policies or business strategies of the Supplier; and

(iii) information which is designated by the Supplier as confidential.

(i) is in or enters the public domain through no fault of the receiving Party or any of its officers, employees or agents;

(ii) is or was made available to the receiving Party by a person (other than the disclosing Party) who is not or was not then under an obligation of confidence to the disclosing Party in relation to that information; or

(iii) is or was developed by the receiving Party independently of the disclosing Party and any of its officers, employees or agents.

11.2 Use and disclosure of Confidential Information

A Party (the Recipient) which acquires Confidential Information of another Party (the

Discloser) must not:

(a) use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this document; or

(b) disclose any of the Confidential Information except in accordance with clauses 11.3 or 11.4.

11.3 Disclosures to personnel and advisers

(a) The Recipient may disclose Confidential Information to an officer, employee, agent, contractor, or legal, financial or other professional adviser if:

(i) the disclosure is necessary to enable the Recipient to perform its obligations or to exercise its rights under this document; and

(ii) prior to disclosure, the Recipient informs the person of the Recipient’s obligations in relation to the Confidential Information under this document and obtains an undertaking from the person to comply with those obligations.

(b) The Recipient must ensure that any person to whom Confidential Information is disclosed under paragraph (a) keeps the Confidential Information confidential and does not use it for any purpose other than as permitted under paragraph (a).

(c) The Supplier may at any time require the Customer to arrange for its employees, agents, contractors or advisors engaged in relation to the performance of this document to execute a suitable confidentiality deed. The Customer must arrange for all such deeds to be executed within the timeframe reasonably proposed by the Supplier.

11.4 Disclosures required by law

(a) Subject to paragraph (b), the Recipient may disclose Confidential Information that the Recipient is required to disclose:

(i) by law or by order of any court or tribunal of competent jurisdiction; or

(ii) by any government agency, stock exchange or other regulatory body.

(b) If the Recipient is required to make a disclosure under paragraph (a), the Recipient must:

(i) to the extent possible, notify the Discloser immediately it anticipates that it may be required to disclose any of the Confidential Information;

(ii) consult with and follow any reasonable directions from the Discloser to minimise disclosure; and

(iii) if disclosure cannot be avoided:

(A) only disclose Confidential Information to the extent necessary to comply; and

(B) use reasonable efforts to ensure that any Confidential Information disclosed is kept confidential.

11.5 Confidentiality of this document

For the avoidance of doubt and without limiting the definition of Confidential Information in clause 11.1 (but subject to that clause), information concerning the existence and terms of this document is Confidential Information and must not be disclosed by a Party (each Recipients of such information) other than in accordance with clauses 11.3 or 11.4.

12. PRIVACY

(a) The Customer is responsible for obtaining all relevant consents from, and providing all relevant notices to, individuals whose Personal Information is provided by the Customer to the Supplier, including the Applicant, in connection with this document so as to ensure that the Supplier’s dealings with that information pursuant to this document comply with the Supplier’s obligations under any Privacy Laws.

(b) The Customer must indemnify and hold harmless the Supplier, the Supplier’s related bodies corporate, and their respective officers, employees and agents (those indemnified), against, and must pay on demand the amount of, all Losses, liabilities, costs and expenses incurred by those indemnified arising out of the Customer’s failure to comply with paragraph (a).

13. INTELLECTUAL PROPERTY

13.1 Indemnity and acknowledgment

(a) The Customer represents and warrants that the use by the Supplier of any information or materials provided by the Customer and/or Applicant to the Supplier will not infringe the rights (including Intellectual Property rights or

Moral Rights) of any third party and will not require the payment of any royalty to any third party.

(b) The Customer must indemnify the Supplier, the Supplier’s related bodies corporate, and their respective officers, employees and agents (those indemnified), and must pay on demand the amount of all Losses (including without limitation loss of profit or business opportunity and loss of or damage to reputation), incurred by those indemnified in connection with a claim by a third party alleging such infringement referred to in clause 13.1(a).

(c) The Customer agrees and acknowledges that the Deliverables will contain information or material derived from third party sources, and the Supplier will have no liability, and makes no representations or warranties, in relation to any Intellectual Property rights or Moral Rights in such information or material.

13.2 Intellectual Property in the Deliverables

Subject to clause 13.5, the Customer acknowledges and agrees that:

(a) all Intellectual Property in any Deliverables is owned absolutely by the Supplier and vests in the Supplier immediately on creation; and

(b) to the extent that the Customer may at any time acquire any right, title or interest in any Intellectual Property in the Deliverables, the Customer, by this document, assigns to the Supplier all such rights, title and interest in that Intellectual Property.

13.3 Formalities

The Customer must execute all documents and do all acts and things required by the Supplier for the purpose of giving effect to clause 13.2.

13.4 Licence

Provided the Customer has fully complied with this document, the Supplier will grant the Customer a licence under the Supplier’s Intellectual Property to use the Deliverables for the purpose for which they are supplied under this document.

13.5 Ownership of pre-existing Intellectual Property

If and to the extent that Customer and/or the Applicant provide or make available to the Supplier information or material as part of a request for the Services:

(a) the Supplier acknowledges that the ownership of any such information or material remains with the Customer or the Applicant (or their licensor(s)) as applicable; and

(b) the Customer grants the Supplier a licence to use such information and materials to the extent necessary for the Supplier to provide the Services and Deliverables under this document, and warrants that it is able to grant such licence to the Supplier in respect of any information or material owned by the Applicant.

14. EXCLUSION OF REPRESENTATIONS AND WARRANTIES

14.1 No reliance upon representations

The Customer warrants that it has not relied on any representation made by the Supplier that has not been stated expressly in this document.

14.2 Exclusion of implied conditions and warranties

To the full extent permitted by law, all conditions and warranties that would otherwise be implied in this document (by statute, general law, customs or otherwise) are expressly excluded, and the Supplier makes no representations or warranties as to the accuracy of any information in any Deliverable.

15. LIABILITY OF SUPPLIER

15.1 Exclusion of liability

To the extent permitted by law, the Supplier is not liable to the Customer whether in contract, tort (including negligence or breach of statutory duty) or otherwise for any:

(a) loss of profit, revenue or anticipated savings, business interruption, loss of chance or business opportunity, loss of or damage to goodwill or reputation, or claims by a third party for liquidated sums; or

(b) indirect or consequential Loss, (even if the Customer has advised the Supplier of their possibility), incurred by the Customer in connection with or as a result of entering into this document or its performance.

15.2 Liability cap

To the extent permitted by law, the liability of the Supplier to the Customer for any claim in connection with this document, whether in contract, tort (including negligence and breach of statutory duty) or otherwise is limited to the amount of the Charges paid by the Customer to the Supplier in respect of the relevant Services giving rise to the claim.

15.3 Customer’s indemnity obligations

The Customer must indemnify the Supplier, the Supplier’s related bodies corporate and their respective officers, employees and agents (those indemnified) and must pay on demand the amount of all Loss (including without limitation loss of profit or business opportunity and loss of or damage to reputation) incurred by those indemnified in connection with:

(a) a breach by the Customer of its obligations under this document or by any of its officers, employees, agents or contractors; or

(b) any wilful, unlawful or negligent act or omission of the Customer or any of its officers, employees, agents or contractors.

16. TERMINATION

16.1 Termination for breach

(a) The Supplier may terminate this document immediately by notice in writing if the Customer is in breach of any term of this document, including an obligation to pay any invoice, and if such breach is capable of being rectified, it is not rectified within 10 Business Days of notification by the Supplier, or in the case of a payment obligation, five Business Days.

(b) Any exercise by the Supplier of its right to terminate under paragraph 1.1(a) is not a breach or repudiation of this document.

16.2 Termination for convenience

Either party may terminate this agreement by giving 20 Business Days’ notice in writing to the other, provided that the Customer will remain liable to pay any amount owing to the Supplier under this document, including for any Services provided by the Supplier up to the date of termination and for any amounts payable under any invoice issued by the Supplier under this document.

16.3 Supplier’s rights on termination

If this document is terminated pursuant to clause 16.1 or 16.2, the Supplier may:

(a) retain any moneys paid to it;

(b) charge a reasonable sum for work performed in respect of which no amount has been previously charged to the Supplier;

(d) pursue any additional or alternative remedies available to it at law.

17. FORCE MAJEURE

17.1 No liability for delays

Neither Party will be liable for any delay or failure to perform its obligations pursuant to this document if such delay is due to a Force Majeure Event.

17.2 Suspension of obligations

If a delay or failure of a Party to perform its obligations is caused or anticipated due to a Force Majeure Event, the performance of that Party’s obligations will be suspended.

17.3 Entitlement to terminate

(a) If a Force Majeure event continues for more than 45 Business Days, either Party may terminate the relevant request for Services by giving at least five Business Days written notice to the other Party.

(b) In the event of termination under paragraph (a), neither Party is liable to the other in respect of the relevant request for Services except to the extent of rights or obligations which accrued before the termination.

18. SUB‑CONTRACTING

The Supplier may sub‑contract for the performance of this document or any part of this document.

19. ASSIGNMENT

(a) The Customer may only assign, encumber, declare a trust over or otherwise deal with its rights under this document with the written consent of the Supplier. The Supplier may consent to the assignment of this document subject to such conditions as it chooses to impose.

(b) Subject to paragraph (a), a Party may assign, encumber, declare a trust over or otherwise deal with its rights under this document without the consent of any other Party and may disclose to any potential holder of the right, or an interest in the right, any information relating to this document or any Party to it.

20. VARIATION

The provisions of this document cannot be varied, except by agreement in writing signed by the Parties.

21. DISPUTES

21.1 Application

Any Dispute must be determined in accordance with the procedure in this clause 21.

21.2 Negotiation

(a) If any Dispute arises, a party to the Dispute (Referring Party) may by giving notice to the other party or parties to the Dispute (Dispute Notice) refer the Dispute to the Senior Management Representatives for resolution. The Dispute Notice must:

(i) be in writing;

(ii) state that it is given pursuant to this clause 21.2;

(iii) include or be accompanied by reasonable particulars of the Dispute including:

(A) a brief description of the circumstances in which the Dispute arose;

(B) references to any:

(aa) provisions of this document; (bb) acts or omissions of any person, relevant to the Dispute;

(C) where applicable, the amount in dispute (whether monetary or any other commodity) and if not precisely known, the best estimate available.

(b) Within five Business Days of the Referring Party giving the Dispute Notice (Resolution Period), the Senior Management Representative from each of the parties to the Dispute must meet (either in person or by telephone or other means) at least once to attempt to resolve the Dispute.

21.3 Mediation

(a) If (any only if) the Dispute remains unresolved thirty (30) days after the end of the Resolution Period, a party may by giving notice to the other party to the Dispute (Mediation Notice) refer the Dispute to mediation for resolution.

(b) The Mediation Notice must contain the information set out in clause 21.2(a)(iii).

(c) If a Mediation Notice is given, the parties must attempt to resolve the dispute by engaging in mediation in accordance with, and subject to, the Institute of Arbitrators & Mediators Australia Mediation and Conciliation Rules and endeavour to settle the Dispute by mediation within 20 Business Days of the date of the Mediation Notice or such further period as the parties may agree in writing (Mediation Period),

(d) The mediation will take place in Melbourne, Australia and be administered by the Institute of Arbitrators & Mediators Australia.

(e) The parties must enter into an agreement with the appointed mediator on such terms as the parties and the mediator may agree (Mediation Agreement), or failing agreement, on terms reasonably requested by the mediator, provided those terms do not conflict with this clause 21.3.

(f) The parties must not withhold agreement to any reasonable fees and disbursements the mediator requests to be set out in the Mediation Agreement.

21.4 Summary or urgent relief

Nothing in this clause 21 will prevent a Party from instituting proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

22. NOTICES

22.1 Notices

(a) A notice, consent or other communication under this document is only effective if it is in writing, signed and either left at the addressee’s address or sent to the addressee by mail or email.

(b) A notice, consent or other communication that complies with this clause is regarded as given and received:

(i) if it is delivered, when it has been left at the addressee’s address;

(ii) if it is sent by mail, three Business Days after it is posted; and

(iii) if it is sent in electronic form, when it is received.

(d) The Customer’s addresses for notices under this document are those it provides via its registration at the Website, as updated by the Customer from time to time.

23. GENERAL

23.1 Governing law

(a) This document and any dispute arising out of or in connection with the subject matter of this document is governed by the laws of the state of Victoria, Australia.

(b) Each party submits to the non‑exclusive jurisdiction of the courts of that state, and courts of appeal from them, in respect of any proceedings arising out of or in connection with the subject matter of this document. Each party irrevocably waives any right it has to object to any legal process being brought in those courts including any claim that the process has been brought in an inconvenient forum or that those courts do not have jurisdiction.

23.2 Liability for expenses

Each Party must pay its own expenses incurred in negotiating, executing, stamping and registering this document.

23.3 Giving effect to document

Each Party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that the other Party may reasonably require to give full effect to this document.

23.4 Operation of this document

(a) Subject to paragraph (b), this document contains the entire agreement between the Parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.

(b) Any right that the Supplier may have under this document is in addition to, and does not replace or limit, any other right that the Supplier may have.

(c) Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change the intended effect of this document.

23.5 Operation of indemnities

(a) Each indemnity in this document survives the expiry or termination of this document.

(b) A Party may recover a payment under an indemnity in this document before it makes the payment in respect of which the indemnity is given.

(i) indemnify;

(ii) exclude or limit any liability of; or

23.6 Survival

(iii) otherwise benefit,

a person who is not a party to this document, the Customer agrees that the Supplier holds the benefit of that indemnity, exclusion, limitation or other benefit on trust for that person and may enforce this document on their behalf and for their benefit.

Clauses 1, 5, 6, 7, 8, 9, 10, 15, 16 and 17 survive the termination or expiry of this document.

23.7 Exclusion of contrary legislation

Any legislation that adversely affects an obligation of the Customer in a manner that is adverse to the interests of the Supplier, or adversely affects the exercise by the Supplier of a right or remedy, under or relating to this document is excluded to the full extent permitted by law.

23.9 Additional clauses and matters

Where the parties have entered into a Direct Order Services Agreement, an Enterprise Services Agreement, or another contract, the Supplier and the Customer may agree to other matters. In that case, to the extent that they are not in conflict with those other arrangements, the terms and conditions of this Agreement apply.

23.10 Execution

This document may be executed electronically, by checking the checkbox “I agree to the organisations terms and conditions” checkbox when opening an account, in counterparts and/or using DocuSign or similar tools.

EXECUTED as an agreement.

Each person who executes this document on behalf of a party under a power of attorney declares that they are not aware of any fact or circumstance that might affect their authority to do so under that power of attorney.

The person who executes this document on behalf of the Customer warrants that they are an authorised representative of the Customer, and are capable of executing agreements on its behalf.