INTRODUCTION

The Company provides the Easypeazy online marketplace for children’s activities. Use of Easypeazy is subject to these Terms of Service.

definitions

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

  • ABN means Australian Business Number.
  • Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.
  • Attendee means the person that takes part in, or attends a Booking, and generally refers to a child or dependent of the Customer.
  • Booking means a booking for services offered by a Provider, and includes any Items sold as part of a booking where implied by context.
  • Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney, Australia.
  • Company means Eazypeasy Pty Ltd ABN 23 622 230 086.
  • Corporations Act means the Corporations Act 2001 (Cth).
  • Customer means a registered user of Easypeazy that uses the features associated with a Customer account.
  • Easypeazy means the Easypeazy digital platform accessible from:
    • http://www.Easypeazy.com.au,
    • http://www.Eazypeazy.net.au;
    • http://www.Eazypeazy.com.nz; and/or
    • http://www.Eazypeazy.com
    • Any Easypeazy mobile application.
  • Fee means a fee charged by the Company for use of Easypeazy.
  • GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  • Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
  • Individual means a person with Information about them in Easypeazy, and generally refers to a User or Attendee (or the parent or legal guardian of an Attendee where implied by context).
  • Item means an item or product sold to a Customer as part of a Booking.
  • Listing means a Provider’s profile or listing page, offering Bookings within Easypeazy.
  • Personal Information has the same meaning as in the Privacy Act.
  • Privacy Act means the Privacy Act 1988 (Cth).
  • Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at https://easypeazy.com.au/terms-conditions/
  • Provider means a registered user of Easypeazy that uses the features associated with a Provider account.
  • Site means http://www.easypeazy.com.au, http://www.eazypeasy.com, http://www.eazypeasy.com.au, http://www.eazypeasy.com.nz, http://www.eazypeasy.net.au and any other URL where the Company makes Easypeazy available from time-to-time.
  • Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  • Terms of Service means the terms and conditions of using Easypeazy, as updated from time-to-time, which can be found at:https://easypeazy.com.au/terms-conditions
  • TPS means an online third-party service provider with whom a User holds an account.
  • User means any registered Provider or Customer that uses Easypeazy, or unregistered user.
  • User Content means images, information, documents or other data that is uploaded or input into Easypeazy by the User or that forms part of the User’s Intellectual Property.

 

USING EASYPEASY

  1. General
    • To use all features of Easypeazy, the User must log into Easypeazy and have set up their account. Many features will are only available to users that are signed in to Easypeazy.
    • The User agrees that all use of Easypeazy is subject to these Terms of Service.
    • Anyone over the age of 18 may use Easypeazy. People under 18 years of age must not use Easypeazy without their parent or legal guardian’s consent.
    • The Company may suspend the account or restrict the access of any User that breaches the terms of this Agreement.
    • The Company may restrict accessibility to Easypeazy to such locations, as the Company shall determine from time-to-time. The Company is under no obligation to make Easypeazy available in a particular area or location.
    • Some aspects of Easypeazy may be provided by the Company manually, including (without limitation):
      • Creating or managing a User account or Listing;
      • Collecting Information for a Booking;
      • Scheduling calendar invites;
      • Sending booking confirmations;
      • Marketing;
      • Arranging rebates; or
      • Arranging payment.
  2. Features
    • Easypeazy may allow a Customer to:
      • Browse and search Listings;
      • Make Bookings;
      • Communicate with other Users;
      • Such other features Easypeazy may make available from time-to-time.
    • Easypeazy may allow a Provider to:
      • Create and manage a Listing;
      • Offer Booking times, and accept payment for Bookings;
      • Communicate with other Users;
      • Such other features Easypeazy may make available from time-to-time.
  3. Providers and Listings
    • A Provider shall be able to create a Listing for any child related services (without limitation):
      • Classes or tuition;
      • Before and after school care;
      • Camps;
      • Entertainment;
      • Regular extra curricular activities; and
      • Any other related service.
  4. Each Provider is responsible for ensuring the accuracy of all information described in a Listing.
  5. The Company makes no representation as to the accuracy of any information contained in a Listing, including with regard to any Item or service.
  6. In order to operate a Provider account, the relevant User:
    • Warrants that it is authorised by the relevant business to do so; and
    • Must provide the Company with such evidence as the Company may require in order to verify whether it is the owner (or otherwise authorised by the owner) of the relevant business.
  7. The Provider is responsible for ensuring that it has all necessary qualifications, accreditations, licences or other credentials necessary to provide the goods or services subject to a Booking, including (without limitation) ensuring each person within the business that is required to have one holds Working with Children’s Check.
  8. The Company may refuse to grant access to a User to operate a Provider account or create a Listing, or remove a Provider account or Listing if:
    • The Company determines that the Provider is not qualified to offer Bookings; or
    • The Company determines that the quality of services offered by the Provider are of low quality or not fit for purpose.
  9. Conduct. The User acknowledges and accepts that:
    • The Company accepts no responsibility for the conduct of any User of Easypeazy.
    • The Company accepts no responsibility for any interaction between Users, whether that interaction occurs via Easypeazy or not (including meeting in person for a Booking).
    • The Company makes no warranty or representation as to the accuracy of any information provided by any User.
    • The Company makes no warranty as to the character or credentials of any User.
  10. Lodging a Complaint.
    • If a User believes that another user’s behaviour is threatening, discriminatory, or deliberately offensive, the User may lodge a complaint to the Company via email at support@easypeazy.com.au.
    • The Company may suspend or delete the account of any User that Easypeazy determines conducts itself inappropriately.
    • The Company will advise the User of a suspended or deleted account of the decision to do so, but is under no obligation to identify a complainant.
    • The Company’s decision whether or not to suspend or remove a User account is at its absolute discretion. The Company’s decision shall be final and not subject to review.

TERMS OF SALE

  • Bookings
    • Easypeazy may allow:
      • Providers to advertise available Booking times and accept Bookings via a Listing; and
      • Customers to confirm a Booking by making payment via the Listing.
    • The Provider is responsible for ensuring that all Booking times and available spaces with a class or session, are advertised on a Listing are up-to date and accurate. The Provider must advise the Company directly if necessary to ensure the Listing remains accurate.
    • The Provider may set any additional conditions on a Booking, by describing them in the Listing (including via a link to the Provider’s website). Such conditions may include (without limitation):
      • The Provider’s terms and conditions;
      • The fees payable for each Booking;
      • Cancellation policy;
      • Refund policy;
      • Any other rules that may apply to a Booking.
    • The Provider is solely responsible for the additional conditions it includes in a Listing in accordance with clause 2.1(c).
    • The Customer must comply with the conditions of a Booking set by the Provider.
    • The Customer is responsible for each Attendee for whom they make a Booking.
    • Where the Booking includes the provision of an Item, the Provider must:
      • Provide that Item to the Customer or Attendee at the time the Booking takes place; and
      • Ensure that the Item is of merchantable quality and fit for purpose.
  • Payment for Bookings
    • A Booking for an appointment, class, camp or session is not confirmed until the Customer completes payment via Easypeazy.
    • Payments must be made by credit card, or as otherwise specified on the Site using the Easypeazy payment gateway.
    • Once the Customer has made payment for a Booking, the Easypeazy may request any additional Information, as may me necessary for the Provider to provide the Booking. Such Information shall be provided to the Provider.
    • The Company may take a Fee from the payment in consideration for facilitating the transaction prior to forwarding the balance of the payment to the Provider.
    • The amount of any applicable Fee deducted shall be in accordance with the rates described on the Site from time-to-time.
    • The Company will pay the balance of any payment to the Provider once funds have been received.
    • The Provider must include the following costs in the value of any payment it agrees to with a Customer for each Booking, including:
      • Items;
      • GST (if applicable);
      • The value of any Fee; and
      • Any other duty or tariff that may apply to the transaction.
    • Where a payment includes GST, the Company will provide:
      • The Customer with a Tax Invoice for its payment; and
      • The Provider with a recipient created Tax Invoice for each payment it makes to the Provider.
  • No Warranty.
    • The Company makes no warranty or representation as to:
      • The reputation or credentials of any Provider, or any person within a Provider; or
      • The quality, safety or fitness for purpose of any Item or service provided subject to a Booking.
    • The Company takes no responsibility for any harm or loss suffered by a Customer, Attendee or Provider as a result of (without limitation):
      • Anything that transpires during a Booking;
      • Failure for a Booking to occur;
      • Loss or damage caused by an Attendee at a Booking;
      • Loss or damage to property, or harm to the person of an Attendee or Customer caused by a Provider.
    • If a Customer or Attendee suffers loss or harm as a result of any Item or service purchased from a Provider via Easypeazy, the Customer agrees that:
      • The Customer shall have no recourse against the Company; and
      • The relevant Provider remains responsible for any such loss or harm under Australian Consumer Law.
  • No Inappropriate Items.
    • No User may make available for sale, or advertise any Item or service that the Company in its sole discretion determines is inappropriate or offensive.
    • The Company may remove any User Content that suggests that a user is selling or seeking to purchase an Item or service that the Company determines is inappropriate.
  • Dispute Resolution. In addition to the dispute resolution provisions contained in clause 8.12:
    • The Company reserves the right to suspend a Provider’s account if the Company receives a complaint about a Provider.
    • The Company may reinstate a suspended account at its sole discretion.
  • Fees, payments & refunds
    • Fees
      • Each Fee applies in accordance with such features and/or services purchased or subscribed for by the User in accordance with the pricing described on the site, or as otherwise agreed with the Company, but in default shall be:
        • Providers shall pay a transaction fee based on a percentage of the transaction value for each transaction;
        • Customers shall not pay any Fees on a transaction, or their use of Easypeazy.
      • The User agrees to make payment in advance for all Fees due at such frequency, or on such dates as the User has subscribed for.
      • All payments shall be made via the online payment gateway within Easypeazy, or in such other manner as the Company may direct from time-to-time.
      • The Company reserves the right to introduce or change any Fees from time-to-time by giving the User written notice. Any new or changed Fees will apply at the next transaction after the User has been given such notice.
      • If a User does not accept a change to any Fees, then it can simply terminate its Account.
    • Currency
      • All Fees are payable in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or Euros).
    • GST
      • For Users in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the User with a Tax Invoice for any payments.
    • Refunds
      • If a Customer believes it is entitled to a refund for a Booking, the Customer acknowledges that it must seek such a refund directly from the relevant Provider (including the value of any Fee).
        • Despite a Provider’s cancellation and refund policy, the Company may at its discretion provide a refund or credit of some or all of the payment for a Booking where, by no fault of the Customer or Attendee, the Booking does not take place.
      • The Provider shall reimburse the full amount of any refund the Company provides a Customer.
      • Notwithstanding clauses (b), no other refunds are provided except where required under law.

USER CONTENT

  • The User acknowledges and agrees that:
    • Easypeazy may enable the User to create User Content, but that by doing so the User shall not acquire an interest to any Intellectual Property owned by the Company, which may exist in Easypeazy.
    • User Content is the sole responsibility of the person that provided the User Content to Easypeazy.
    • The User indemnifies the Company for any User Content that is illegal, offensive, indecent or objectionable that the User makes available using Easypeazy.
    • The Company may suspend accessibility to User Content via Easypeazy that the Company determines is illegal, offensive, indecent or objectionable in its sole discretion.
    • To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content.
    • The User warrants that it has all necessary Intellectual Property Rights to use User Content, and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property Rights by using User Content on Easypeazy.
    • In order to provide the services afforded by Easypeazy, where the User Content includes the User’s brand, logo or other intellectual property, it grants the Company a worldwide, revocable license to use the User Content, for the term of this Agreement.
  • Information
    • The Customer acknowledges and accepts:
      • Where an Individual is a child, the Customer must obtain permission from the Individual’s parent or legal guardian prior to making Information available to the Company and Providers via Easypeazy in accordance with this agreement.
      • The Company collects the following information on Attendees:
        • Full Name;
        • Date of Birth;
        • Any allergies/medical issues;
        • Emergency contact name;
        • Emergency contact number;
        • Such other information necessary to make a Booking.
      • The Company may share the Information provided by the Customer with the Provider as part of making a Booking;
      • Under no circumstances will the Company be responsible to an Individual for a Provider’s use of Information;
      • Any information shared by the Company with a Provider may be retained by the Provider for the purposes of:
        • Providing the services subject to the Booking;
        • Updating their administrative records and/or compliance purposes; or
        • Such other purpose as may be agreed between the Individual and the Provider;
      • All information about an Individual is used and controlled by the Individual (Customer on behalf of a Individual that is a child) or Provider, not the Company;
      • All information input into Easypeazy about an Individual is provided with that Individual’s consent, or the parent or legal Guardian’s consent if the Individual is a child;
      • The Customer must ensure that all Personal Information they enter into Easypeazy is true and accurate, and agrees to update that information in order to ensure that it is current;
      • The Provider authorised by the Individual to receive the Information and other personal information may have its own policy governing access to this information and the use of Easypeazy.
    • The Provider acknowledges and accepts:
      • The Provider is solely responsible for ensuring that its use of Easypeazy and storage of Information provided by the Company is compliant with all relevant laws and/or any agreement with each Individual, or the parent or legal guardian of the Individual;
      • The Provider must ensure that its own privacy policy and other statements about how it handles Information are accurate in respect of the Provider’s use of Easypeazy.
      • It shall not store or record any Information that it can access through Easypeazy unless it is fully compliant with the Privacy Act;
      • It shall not disclose any Information about an Individual to any other person or party other than as authorised by the Individual, or the parent or legal guardian of the Individual;
      • It shall ensure all Information it has access to through its use of Easypeazy is kept and used in accordance with applicable privacy laws in the Provider’s jurisdiction.
  • Relationship
    • The parties agree that the Provider is an independent contractor to the Customer. Each Customer and Provider is responsible to each other with respect to each Order or Booking. The parties acknowledge and agree that:
      • The Provider is not an employee or subcontractor of the Company, and the Provider does not provide any goods services to Customers on behalf of the Company;
      • The Company is only the Provider’s agent for the purpose of advertising and arranging Bookings, and receiving payments from the Customer;
      • The Provider is not an employee of the Customer or the Company; and
      • The Company is not an agent of the Customer.
  • Third Party Login and Integration
    • Registration & Login.
      • A User may be able to register as a User, access Easypeazy and use integrated features by connecting their account with certain third party services (TPS) (e.g., Facebook, Twitter etc.).
      • As part of the functionality of Easypeazy the User may connect their profile with a TPS by:
        • Providing their TPS login information to the Company through Easypeazy; or
        • Allowing the Company to access their TPS in accordance with its terms & conditions of service.
      • When connecting to Easypeazy using a TPS the User warrants that they are not in breach any of the TPS’ terms & conditions of service.
    • Ongoing Availability.
      • The User agrees that User access to Easypeazy may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and Easypeazy.
      • The User may disconnect the connection between Easypeazy and the TPS at any time.
      • The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.
    • Data from TPS.
      • Where a User connects and or registers their account using a TPS, the User authorises the Company to use data from that TPS to create the User’s profile within Easypeazy.General conditions
        • Licence
          • By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Easypeazy for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
          • The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
          • The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.
        • Modification of Terms
          • The terms of this Agreement may be updated by the Company from time-to-time.
          • Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using Easypeazy.
        • Software-as-a-Service
          • The User agrees and accepts that Easypeazy is:
            • Hosted on servers managed by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
            • Managed and supported exclusively by the Company from the servers managed by the Company and that no ‘back-end’ access to Easypeazy is available to the User unless expressly agreed in writing.
          • As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Easypeazy.
        • Support
          • The Company provides user support for Easypeazy via the email address support@Easypeazy.com.
          • The Company shall endeavour to respond to all support requests within 1 Business Day.
        • Use & Availability
          • The User agrees that it shall only use Easypeazy for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
          • The User is solely responsible for the security of its username and password for access to Easypeazy. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Easypeazy account.
          • The User agrees that the Company shall provide access to Easypeazy to the best of its abilities, however:
            • Access to Easypeazy may be prevented by issues outside of its control; and
            • It accepts no responsibility for ongoing access to Easypeazy.
          • Privacy
            • The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and other Providers.
            • The Privacy Policy does not apply to how the Provider handles personal information. If necessary under the Privacy Act, it is the Provider’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.
            • Easypeazy may use cookies (a small electronic tracking code) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.
          • Data
            • The Company takes the security of Easypeazy and the privacy of its Users very seriously.  The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
            • The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards.  It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
            • The Company stores data on servers based in Australia, operated by Amazon Web Services according to accepted industry standards.
            • The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes.  The Company does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Company.
          • Intellectual Property
            • The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
            • Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.  The User warrants that it shall not infringe on any third-party rights through the use of Easypeazy.
            • The Easypeazy Application. The User agrees and accepts that Easypeazy is the Intellectual Property of the Company and the User further warrants that by using Easypeazy the User will not:
              • Copy Easypeazy or the services that it provides for the User’s own commercial purposes; and
              • Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Easypeazy or any documentation associated with it.
            • All content submitted to the Company, whether via Easypeazy or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Easypeazy.
          • Disclaimer of Third Party Services & Information
            • The User acknowledges that Easypeazy is dependent on third-party services, including but not limited to:
              • Banks, credit card providers and merchant gateway providers;
              • Telecommunications services;
              • Hosting services;
              • Email services; and
              • Analytics services.
            • The User agrees that the Company shall not be responsible or liable in any way for:
              • Interruptions to the availability of Easypeazy due to third-party services; or
              • Information contained on any linked third party website.
          • Liability & Indemnity
            • The User agrees that it uses Easypeazy at its own risk.
            • The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
            • The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Easypeazy, including any breach by the User of these Terms of Service.
            • In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, injury, illness, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Easypeazy, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, injury, illness or business interruption of any type, whether in tort, contract or otherwise.
            • Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law.  To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
              • The re-supply of services or payment of the cost of re-supply of services; or
              • The replacement or repair of goods or payment of the cost of replacement or repair.
            • Termination
              • Either party may terminate this Agreement by giving the other party written notice.
              • Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.
              • Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 8.6, 8.8, 8.9, 8.10, 8.12, 8.13 and 8.14 survive termination of this Agreement.
            • Dispute Resolution
              • If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
                • Includes or is accompanied by full and detailed particulars of the Dispute; and
                • Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
              • Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.
              • Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
              • Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
              • Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
            • Electronic Communication, Amendment & Assignment
              • The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
              • The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.
              • The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
              • A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
              • Notices must be sent to the parties’ most recent known contact details.
              • The User may not assign or otherwise create an interest in this Agreement.
              • The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.
            • General
              • Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.
              • Prevalence.To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.
              • Disclaimer.  Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
              • Relationship.  The relationship of the parties to this Agreement does not form a joint venture or partnership.
              • Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
              • Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
              • Governing Law. This Agreement is governed by the laws of New South Wales, Australia.  Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
              • Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.