Terms and Conditions

GENERAL

1. GOVERNING LAW AND JURISDICTION
   This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
2. WAIVER
   No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
3. SEVERANCE
   Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
4. JOINT AND SEVERAL LIABILITY
   An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
5. ASSIGNMENT
   A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
6. ENTIRE AGREEMENT
   This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
7. INTERPRETATION
   – (singular and plural) words in the singular includes the plural (and vice versa);
   – (gender) words indicating a gender includes the corresponding words of any other gender;
   – (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
   – (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
   – (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
   – (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
   – (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
   – (headings) headings and words in bold type are for convenience only and do not affect interpretation;
   – (includes) the word “includes” and similar words in any form is not a word of limitation;
   – (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
   – (currency) a reference to $, or “dollar”, is to Australian currency, unless otherwise agreed in writing.