Client Agreement
CRYPTO CALLS
Client Agreement
This client agreement is dated on the Date of Agreement, as listed in Item 1 of the Schedule
between:
CC Events Pty Ltd, ACN 676957654 of Level 2, 200 Adelaide Street, Brisbane, QLD, AUSTRALIA (Company)
and:
the Client as listed in Item 2 of the Schedule (Client).
BACKGROUND
A. The Company offers cryptocurrency, non-fungible token, and other non-FIAT currency and blockchain-related training sessions (Services).
B. The Client wishes to engage the Company to provide the Services.
C. The provision of this agreement to the Client constitutes an offer by the Company to provide the Services to the Client in accordance with the provisions and terms of this agreement. If the Client accepts this offer, it will be regarded as having entered into an agreement with the Company. This means that the Client and the Company will be bound by the terms and conditions set out in this agreement, and the Client will be obligated to pay the Fee as laid out in the agreement. The Client may accept the offer by any one of the following ways:
i. signing and returning a copy of this agreement; or
ii. giving the Company instructions after receiving this agreement; or
iii. contacting the Company and advising of the Client’s acceptance (such as by text, App, social media, email, phone call, or other means of communication).
SCHEDULE
Item 1 | Date of Agreement | |
Item 2 | Client | |
Item 3 | Services | Facilitating cryptocurrency, non-fungible token and other non-FIAT currency and blockchain related training sessions |
Item 4 | Commencement Date | |
Item 5 | Fee | |
Item 6 | Hours |
OPERATIVE PROVISIONS
1. Definitions and interpretation
1.1. Definitions
Commencement Date has the meaning ascribed to it in Item 4 of the Schedule.
Confidential Information includes any information marked as confidential, which is not publicly available and relates to processes, equipment and techniques used in the course of business including all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans.
Facilities means working space, computer equipment, access to the internet required by the Client in order to access the Services.
Fee has the meaning ascribed to it in Item 5 of the Schedule.
GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Hours means the times on each day of the week when the Company may schedule training sessions, excluding public holidays in Gold Coast, Queensland, Australia, as listed in Item 6 of the Schedule.
Intellectual Property includes trademarks, patents, copyrights, processes know-how, registered designs or other like rights or any right to apply for registration of any of the former.
Materials means course content prepared or collated by the Company, such as documents, reports, tables, data, graphs, research, statistics, databases, directories, hyperlinks and other information disseminated to Clients during a training session (in whatever form or medium or format, wherever located or stored, and including all copies).
Parties means the Company and the Client, and Party means either one of them.
Related Body Corporate has the meaning given in section 50 of the Corporations Act 2001 (Cth).
Restraint Period means each of the following periods:
(a) the Term;
(b) the Term, plus 3 months;
(c) the Term, plus 6 months;
(d) the Term, plus 1 year; and
(e) the Term, plus 2 years.
Termination Date means the date of termination of this agreement by the Company or the Client, in accordance with the terms of this agreement.
1.2. Interpretation
In this agreement unless the context otherwise requires:
- words importing any gender include every gender;
- words importing the singular number include the plural number and vice versa;
- words importing persons include firms, companies and corporations and vice versa;
- references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this agreement;
- reference in any schedule to this agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
- any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
- the headings to the clauses and schedules of this agreement are not to affect the interpretation;
- any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
- the word "including" (and related forms including "includes") will be understood as meaning "including without limitation"; and
- Any references to price or payment amounts in this agreement are in Australian dollars (AUD) unless explicitly stated otherwise.
2. Services
2.1. Scheduling
- From the Commencement Date to the Termination Date (the Term), the Company will provide the Services to the Client. This is in consideration for the Client paying the Fee to the Company.
- The training sessions will be provided via video or telephone call at the election of the Client, file sharing, or via such other technology or via such other means, places and locations as the Company considers appropriate to the type and nature of the requirements of the Client.
- The Company will schedule training sessions during the Hours. The Company will endeavour to schedule any training sessions at a time that is preferred by the Client, but is under no obligation to provide the Services to the Client on any fixed day or time, and all training sessions will be subject to the capacity of the Company.
- The Company will give the Client 48 hours prior written notice of any scheduled training session.
- Upon scheduling of any training session, the Company must provide the Client with a request for prepayment. The request for prepayment will include the:
- Reference number;
- Scheduled date and time of the Services;
- The description of the Services to be provided;
- The time allocated for provision of the Services;
- The Company’s ABN;
- The Company’s bank account details or other methods for payment.
- When making a payment, the Client must quote the relevant reference number.
- If the Client has not made the requested prepayment at least 24 hours prior to the commencement of any training session, the training session will be cancelled.
- The Client may notify the Company in writing up to 24 hours prior to the commencement of the training session that the Client needs to cancel the training session due to illness or any other reason. If the Client has already paid and 24 hours notice is given in accordance with this clause, the Client may credit the prepayment towards another training session.
- If the Client provides the Company with less than 24 hours written notice of any cancellation of any scheduled training session, the Company may retain the prepayment made by the Client at its discretion.
- In each training session, the Company may provide the Client with Materials. The Client is not, under any circumstances, to misuse any Materials that have been provided, such as by posting them online, photocopying or reproducing them, or otherwise distributing them to others. The contents of these Materials are copyright works, owned by the Company. They are licensed to the Client for personal use in connection with the Services only.
- The Company will commence and conclude all training sessions exactly at the scheduled times. The Client acknowledges that it is the Client’s responsibility to be available at the scheduled time and if the Client is late, or needs to interrupt the scheduled time or leave early, no extension of the scheduled time will be possible and no partial refunds will be provided. The Client further acknowledges that if the Client has many questions or requires the Company to move at a slower pace – there will not be sufficient time to complete the Materials and the Client will need to book and pay for a further training session.
- The Company has the right to be treated with respect by all Clients. The Client will not act in any way that is offensive, aggressive, rude, intimidating, threatening or disrespectful during, before or after any training session.
- Whether or not any behaviour is in breach or a serious breach of clause 2.1 (l) will be determined at the sole discretion of the Company.
- The Client acknowledges and agrees that, if the Client is 10 minutes late for any scheduled training session, this will be deemed a serious breach of clause 2.1 (l).
- Subject to clause 2.1 (p), the Client understands and agrees that if the Client is acting in a way that is in breach of clause 2.1 (l), the Company will warn the Client that the Client needs to cease the behaviour. If the Client does not cease the behaviour or engages in further behaviour that is in breach of clause 2.1 (l) after the warning, the Company may immediately terminate the training session.
- In the event that the Client engages in any behaviour that is a serious breach of clause 2.1 (l), the Company has the right to terminate the training session immediately without provision of any warning.
- In the event that the Client has engaged in any behaviour under clause 2.1 (l) that has led to termination of any training session in accordance with clauses 2.1 (o) or (p), the Company may refuse to provide any further Services to the Client.
2.2. Personnel
- The Services will be performed by any personnel (including officers, employees or independent contractors of the Company) deemed fit to provide the Services, at the sole discretion of the Company.
- If the Client wishes for a specific personnel to provide the Services, the Client may request that personnel, but the Company makes no guarantee that any specific personnel will conduct any training session. The fact that a Client’s preferred personnel is not available to conduct a training session is not grounds for late cancellation of the session, or any refund of the prepayment paid for that session.
2.3. Non-compete and non-solicitation
- The Client will be learning a great deal from the Company, and may get to the point of holding itself out as a cryptocurrency experts, such that it is itself in a position to provide cryptocurrency related information, advice and training to others. The Company is agreeable to the Client providing cryptocurrency related information, advice and training to others, provided that during the Term of this agreement and for any of the Restraint Periods:
- The Client (and any related entity) will not canvas, solicit or entice away or attempt to canvas, solicit or entice away:
- any other clients of the Company (or any related entity) to engage the Client directly (or through any related entity) for the provision of any services;
- any persons following the social media pages of the Company (or any related entity) to engage the Client directly (or through any related entity) for the provision of any services;
- any officers, employees or contractors of the Company (or any related entity), from continuing to be employed by the Company (or any related entity) and/or to work as officers, employees or contractors of the Client directly (or through any related entity);
- The Client (and any related entity) will not use any Materials supplied to it by the Company in providing any services to any person;
- The Client (and any related entity) will not provide services that directly compete or conflict with the services provided by the Company; and
- The Client (and any related entity) will not provide services that interfere with the Client’s obligations under this agreement.
- The Client (and any related entity) will not canvas, solicit or entice away or attempt to canvas, solicit or entice away:
- Clause 2.3 (a)(i) above is to be read as the separate restraints which result from combining each sub-clause of clause (A), (B), and (C) with each Restraint Period. The validity of each separate restraint is not affected by the invalidity of any other restraint.
- The Client acknowledges and agrees that:
- each restraint referred to in clause 2.3 (a)(i) is reasonably necessary to protect the Company’s investment in its business, intellectual property, client base, employees and contractors; and
- clause 2.3 (a)(i) survives the termination or expiration of this agreement.
3. Fee and payment
- In consideration of the provision of Services in accordance with this agreement, the Client will pay the Company the Fee.
- The Company is entitled to vary the Fee during the term of this agreement upon provision of 14 days written notice to the Client.
- Where the Company’s charges are based on an hourly rate, any time spent which is less than an hour is charged on a pro-rated basis.
- The Company acknowledges that the Fee is inclusive of any GST that is payable by the Client to the Company.
- Upon completion of the training session, the Company will provide the Client with a tax invoice in accordance with the GST Law, showing the Fee payable for the training session, and showing those Fee as being fully met by the prepayment.
- With the exception of GST, the Company shall not be liable for any taxes, charges or duties associated with the Services except where they have been notified to the Company by the Client and subsequently agreed to in writing by the Company.
- The Company will not charge, and the Client will not be liable, for any expenses, charges, costs, fees except the Fee.
- The Company is entitled to suspend provision of any Services where, in the reasonable opinion of the Company, there is a dispute regarding the past performance of any Services or the payment of any Fee or other matter involving this agreement.
4. Company’s rights and obligations
- The Company warrants, represents and undertakes that:
- personnel will ensure that it maintains a respectable and professional appearance at all times when providing the Services;
- it will take all reasonable cyber security measures in providing the Services;
- it will not solicit any Client personal information, unless necessary for the provision of the Services;
- it will comply with all applicable privacy laws;
- it, and any personnel, will carry out the Services with all due skill and diligence and in a good and workmanlike manner, and in accordance with the best practice within the industry of the Company (Best Practice);
- it will not treat any Client of the Company in any way that may be perceived by the Client to amount to discrimination, harassment, bullying, stalking, or other abuse;
- it has full capacity and authority to enter into this agreement;
- it has obtained all necessary and required licences, consents and permits to perform the Services.
- The Client acknowledges and agrees that the Company may record any video or telephone calls involving the Client or authorised employees. The Client acknowledges and agrees that the Coach may:
- use any such recordings for advertising, marketing, promotion, training and other business purposes of the Company; and
- use the name, voice and likeness of the Client and any authorised,
- The Client consents to any breach of its Moral Rights and waives the rights sue for breach of its Moral Rights by the Company through use of the recordings and/or name, voice and likeness of the Client in accordance with clause 4 (b). The Client warrants that it has obtained all necessary consents and waivers from any authorised employees to permit the Company to make and use the recordings and/or name, voice and likeness of the authorised employees in accordance with clause 4 (b).
5. Client obligations
- The Client warrants, represents and undertakes that:
- it will access the Services in a quiet and private location;
- it will provide and maintain the Facilities at its own cost, and ensure they are operating uninterrupted and error free, so as not to interfere with the Client’s access to the Services;
- it will take all reasonable cyber security measures to protect the Facilities from any cyber security breach, and will immediately notify the Company of any suspected or actual cyber security breach that might impact any Company data, Confidential Information, personal information, Materials, or Intellectual Property Rights, take all reasonable measures to minimise the impact of any cyber security breach, and co-operate fully with any related instructions or requests by the Company;
- it will not provide the Company with any unsolicited personal information, unless required for the Company to provide the Services; and
- it will destroy and not store, use or disclose any Company data, Confidential Information or Intellectual Property Rights of the company or personal information of any personnel or other clients of the Company;
- it will comply with all applicable privacy laws;
- it will not not alter, adjust or amend any Materials provided to it by the Company for any reason, and will not remove or obscure any copyright, trade mark or other proprietary markings on any Materials provided to it by the Company;
- it will not use, disclose or disseminate the Materials other than for private, personal use by the Client;
- it will not infringe the intellectual property rights of the Company;
- it will not use CRYPTO CALLS or any other trade marks owned by the Company from time to time, other than as authorised by the Company in writing;
- it will not act in any way that damages the credibility, goodwill and/or reputation of the Company, the officers, employees, contractors or other clients of the Company, the services, information and advice offered by the Company, the Materials, the CRYPTO CALLS trade mark or any of the other trade marks owned by the Company from time to time;
- it will not harm or otherwise interfere with the trust that other Clients and followers of the social media pages of the Company have in the Company;
- it will immediately notify the Company in writing of any complaints made by any other clients about the Company, the conduct of any personnel or other clients of the Company, the Materials, any training session provided by the Company, including all necessary details;
- it will immediately notify the Company of any third party infringement of any copyright in the Materials or CRYPTO CALLS or any other trade marks of the Company;
- it will immediately notify the Company if it becomes aware that any other client of the Company is engaging in conduct that, if the Client engaged in that conduct, it would breach the terms of this agreement;
- it will immediately notify the Company of any concerns or third party allegations of infringement of third party intellectual property rights or other rights;
- it will immediately notify the Company if it becomes aware that the Company, or any personnel, has or has been alleged to have breached any law in connection with the provision of the Services or otherwise in connection with this agreement;
- it will not record or distribute any recording of any training session, including any video or telephone call or part thereof, with the Company or any personnel;
- where the Company provides the Client with any code, key, login or password, it will:
- only share that code, key, login or password with any employees authorised in writing by the Company, and not any other person;
- keep, and ensure that any employees keep, the code, key, login or password confidential;
- advise the Company immediately if that code, key, login or password is updated; and
- advise the Company immediately of any security breach.
6. Not financial advice
- The Client understands, acknowledges and agrees that the Company is not on the Financial Advisers Register and does not hold an AFS licence. As such, the Company cannot and will not provide financial advice. To be clear, the Company
- will not provide financial advice to any Client, or hold itself out as being qualified to provide financial advice;
- will not recommend any specific third party goods or services to any Client;
- will not give any advice in relation to what cryptocurrency, NFT or other non-FIAT money to buy or sell, what cryptocurrency or other financial trading platform to use, what wallet to use, what cybersecurity measures to take, or otherwise give any specific advice to any Client;
- it will only give general information about what cryptocurrency, NFTs or other non-FIAT money are available, what the market is doing, how to buy and sell cryptocurrency, NFTs or other non-FIAT money, what cryptocurrency or other financial trading platforms are on the market, what wallets are on the market, what cybersecurity measures are possible, and so forth;
- recommends that the Client seek specific financial advice from a qualified financial advisor and/or accountant.
- The Client warrants and agrees that:
- It will seek independent financial advice from a qualified financial advisor and/or accountant;
- It will not act on any perceived financial advice from the Company or any personnel;
- The Company does not warrant or guarantee any particular outcome from the Services;
- Cryptocurrency, NFT and other non-FIAT money is volatile, and trading in these involves significant inherent financial risk;
- Cyber crime, including thefts from any wallet, or the loss of any physical wallet or forgetting the codes to any encrypted wallet are all inherent risks of holding Cryptocurrency, NFT and other non-FIAT money;
- The Company is not liable for any loss incurred by the Client through acting on any information provided during any training session or otherwise connected with the Services; and
- The Company is not liable for any loss incurred by the Client relating to any inherent risks identified in this agreement.
7. Disclosure and ownership of Intellectual Property
- Each Party will retain the ownership of its Confidential Information, Intellectual Property, and other material developed independently of the Services.
- The Client acknowledges that the Company (or its associated entities or persons) owns all Intellectual Property created by the Client in connection with the Services and Materials, that now exists or that later comes into existence.
- The Client must communicate to the Company promptly and fully all Intellectual Property, including any works, discoveries, improvements and inventions made or conceived by the Client (either solely or jointly with others) in connection with the Services and Materials (New IP).
- Any New IP, whether or not it contains intellectual property rights capable of protection, vests in and remains the sole and exclusive property of the Company or its nominees. To the extent required, it is assigned upon creation from the Client to the Company. The Client will do all things necessary to give effect to this assignment. The Client consents and waives, and will procure any necessary consents and waivers, to any breach of any moral rights in the New IP by the Company or any person authorised to use the New IP by the Company.
- The Client agrees to indemnify the Company fully against all liabilities, costs and expenses which the Company may incur as a result of any breach of this clause 7 by the Client.
- The obligations accepted by the Client under this clause 7 survive termination or expiry of this agreement.
8. Confidentiality
- Each Party must keep the Confidential Information of the other Party, and any related entity, confidential and not deal with it in any way that might prejudice its confidentiality.
- The Company and the Client acknowledge that information resulting from the provision of the Services pursuant to this agreement will also be regarded as Confidential Information of the Company. The Client agrees that the Client's obligations in paragraph 7(a) extend to this category of information.
- Each Party’s obligations with regard to the Confidential Information will continue for so long as the Confidential Information is maintained on a confidential basis by:
- the Company in the case of Confidential Information pertaining to the Company's business; and
- the Client, in the case of Confidential Information pertaining to the Client;
- or the relevant person, in the case of Confidential Information pertaining to any officers, employees, contractors, personnel or other clients of the Company.
- The Confidential Information does not include information which:
- is generally available in the public domain otherwise than as a result of a breach of paragraph 7(a) by either Party; or
- was known by the receiving Party, otherwise than through unauthorised disclosure, prior being disclosed by the disclosing Party.
- Each Party indemnifies the other Party fully against all liabilities, costs and expenses which the other Party may incur as a result of any breach of this clause by the Party.
- Each Party acknowledges that damages may be an inadequate remedy for breach of this clause 8 and that the other Party may obtain injunctive relief against the Party for any breach of this clause 8.
- The obligations accepted by the Parties under this clause 8 survive termination or expiry of this agreement.
9. Warranties, liability and indemnities
- Neither Party is liable to the other Party, in contract, tort (including but not limited to negligence) or otherwise, for:
- any loss of business, opportunity, expectation, reputation, use, business income, profit, anticipated profit, revenue, goodwill or contracts suffered by the other Party howsoever caused; or
- any special, indirect or consequential loss suffered by the other Party howsoever caused.
- Each Party’s liability to the other Party for claims not excluded under Clause 9(a) is limited to the greater of the total value of the Fee paid under this agreement.
- Nothing in this agreement shall act so as to exclude or limit the liability of either Party for fraud; fraudulent misrepresentation; death or personal injury caused by negligence; claims arising as a result of the infringement of third party intellectual property; and any other liability which cannot lawfully be limited or excluded. In respect of such liabilities, each Party will indemnify the other against all claims, losses, costs or expenses incurred.
- Nothing in this agreement will be taken as in any way reducing or affecting a general duty to mitigate loss suffered by a Party.
- Each of the Parties acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.
10. Termination
- Either Party may terminate this agreement without cause by giving at least 1 month’s written notice to the other Party of the intention to terminate this agreement.
- Either Party may terminate this agreement by notice in writing to the other if the Party notified fails to observe any term of this agreement and fails to rectify this breach, to the satisfaction of the notifying Party, following the expiration of 14 days’ notice of the breach being given in writing by the notifying Party to the other Party.
- Notwithstanding anything in this agreement to the contrary, either Party may terminate this agreement at any time by notice in writing to the other Party, if that other Party is guilty of any dishonesty, serious misconduct or serious neglect of duty, in or in connection with the agreement.
- Any termination of this agreement will not affect any rights or liabilities accrued prior to the Termination Date.
- Upon termination of this agreement any Fee, expenses or reimbursements payable by the Client to the Company in respect of any period prior to the Termination Date must be paid by the Client within 14 days after the Termination Date.
11. Refunds and Returns
- As per the Australian Consumer Laws, if any goods or services do not meet the Australian consumer guarantees, you may be entitled to a repair, refund or replacement. In addition, if the problem causes you to suffer other foreseeable loss or damage, you may also have a right to compensation.
- Without limiting any basic rights to you under the Australian Consumer Laws, in circumstances where the problem with the goods or services is not a major problem, it is our right to choose which remedy we offer, namely whether we will repair, replace or refund the goods, or fix the problem with the service. In such circumstances, it is our policy to repair, replace or fix, and we will not issue refunds in circumstances where it is not required by the Australian Consumer Laws.
- Please see the Refunds and Returns Policy for more information.
12. General
12.1. Non-disparagement
Neither the Company (or any personnel) or the Client will disparage the other either during the Term of this agreement or after the Termination Date. Where required by law, either Party may report the conduct of the other Party to any relevant government body, but will not make any public comment about the conduct, skills or ability of the other Party at any time.
12.2. Force majeure
Neither Party will have any liability under or be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this agreement by written notice to the other Party.
12.3. Amendments
This agreement may only be amended in writing signed by duly authorised representatives of the Parties.
12.4. Assignment
- Subject to clause 4(b), neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without the prior written agreement of the other Party.
- A Party may assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this agreement.
12.5. Entire agreement
- This agreement contains the whole agreement between the Parties in respect of the subject matter of this agreement and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter.
- The Parties confirm that they have not entered into this agreement on the basis of any representation that is not expressly incorporated into this agreement.
12.6. Waiver
- No failure or delay by the Company in exercising any right, power or privilege under this agreement will impair the same or operate as a waiver of the same. No single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.
- The rights and remedies provided in this agreement are cumulative and not exclusive of any rights and remedies provided by law.
12.7. Agency, partnership etc
- This agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this agreement.
- Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party's behalf.
12.8. Further assurance
Each Party to this agreement will at the request and expense of the other, execute and do any deeds and other things reasonably necessary to carry out the provisions of this agreement or to make it easier to enforce.
12.9. Severance
If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement. This severance will not in any way affect any other circumstances of or the validity or enforcement of this agreement.
12.10. Announcements
- Subject to paragraph 11(b), no Party may issue or make any public announcement or disclose any information regarding this agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms.
- No Party is prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
12.11. Notices
- Subject to paragraph 11(b), no Party may issue or make any public announcement or disclose any information regarding this agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms.
- No Party is prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
12.12. Dispute Resolution
- The Parties intend to settle any dispute arising out of this agreement by negotiations using reasonable endeavours. If any such dispute cannot be settled in this intended manner after twenty-eight (28) calendar days, the Parties will appoint a Queensland Law Society approved mediator and make at least one attempt to mediate the dispute within fifty-six (56) calendar days of the dispute arising. If the mediation is not successful in resolving the dispute, the Parties may exercise their rights to resolve the dispute in the courts, in accordance with clause 13.13.
12.13. Law and jurisdiction
- This agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in Queensland, Australia.
- The Parties submit to the non-exclusive jurisdiction of the courts of Queensland.
12.14. Counterparts
Electronic signature of this agreement is permitted, and accepted by all parties as forming a binding agreement. This agreement may be executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument. Delivery of an executed signature page of a counterpart or in Portable Document Format (PDF) sent by electronic mail shall take effect as delivery of an executed counterpart of this agreement.
Executed as an agreement.