Terms & Conditions

The Company provides the FRED online platform for booking entertainment related services and purchasing goods for events. Use of FRED is subject to these Terms of Service.

DEFINITIONS

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

(a) ABN means Australian Business Number.

(b) Agreement means these Terms of Service.

(c) Booking means a confirmed booking for an event related service made by a Customer via FRED, including without limitation entertainment services, or equipment hire.

(d) Booking Request means a request for a Booking made by a Customer via FRED.

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

(f) Company means Cheers FRED Pty Ltd ABN 22 622 245 989.

(g) Commission Fee means the Fee charged by the Company to a Provider for each Order or Booking made via FRED.

(h) Customer means a registered user of FRED that uses the features of FRED made available to Customers.

(i) Equipment & Materials means any equipment and materials necessary for the services subject to a Booking.

(j) Fee means a fee charged by the Company for use of FRED and includes (without limitation) a Commission Fee and/or Service Fee.

(k) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(l) Item means an item or product available for purchase from a Provider independently from a Booking, and excludes Equipment & Materials.

(m) Listing means a Provider’s listing of available services, Items and Bookings, or public profile on FRED.

(n) Location means the address where a Booking is to take place.

(o) Order means a confirmed order to purchase an Item from a Provider.

(p) Platform means:

i FRED digital platform accessible from www.cheersfred.com; and/or

ii Any FRED mobile application.

(q) Privacy Act means the Privacy Act 1988 (Cth).

(r) Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at: www.cheersfred.com/site/policy.

(s) Provider means a registered user of FRED, that uses the features associated with a Provider account, or any party identified as the “Provider” under this document.

(t) Provider’s Charges means the price charged by the Provider for a Booking or Order, excluding any Fees.

(u) Service Fee means the fee charged by the Company to a Customer for arranging an Order or Booking via FRED.

(v) Site means www.cheersfred.com.

(w) Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(x) Terms of Service means these terms and conditions of using FRED, as updated from time-to-time, which can be found at www.cheersfred.com/site/terms.

(y) User means any registered Customer or Provider that uses FRED, or unregistered end user.

(z) User Content means images, information, documents or other data that is uploaded or input into FRED by the User or that forms part of the User’s Intellectual Property.

2 USING FRED

2.1 General

(a) To use the full features of FRED, the User must login to FRED and have set up their account. Most features of FRED will be unavailable to Users that are not logged into an account.

(b) The User agrees that all use of FRED, and all Bookings and Orders made through FRED, are subject to these Terms of Service.

(c) When a Provider accepts a Booking from a Customer, or the Customer places an Order, that forms an independent agreement between the Provider and the Customer on the terms set out in this Agreement.

(d) Anyone over the age of 18 may use FRED to request and book Bookings in the regions in which Providers operate.

(e) The Customer acknowledges that each Booking or Item is provided independently by the Provider, and that the Company does not provide any of the Items in an Order, or services in a Booking directly to the Customer.

2.2 Features

(a) FRED enables Customers to:

i View Listings;

ii Request and make Bookings with Providers;

iii Place Orders;

iv Communicate with Providers;

v Make payments to Providers;

vi Rate Providers and Bookings; and

vii Manage their FRED account (including history of services and payments).

(b) FRED enables Providers to:

i Manage their Listing;

ii Receive requests from Customers for Bookings;

iii Accept Orders;

iv Communicate with Customers;

v Accept and reject Booking Requests;

vi Manage accepted Bookings;

vii Accept payments for completed Bookings;

viii Manage their FRED account;

ix Rate Customers.

3 USING FRED

3.1 Listings

(a) A Provider shall be able to create a Listing for any Bookings or Items that it makes available to Customers.

(b) FRED may limit the area of Listings that a Provider may provide Bookings based on the Provider’s location.

(c) The Provider must not create a Listing to offer Bookings in an area where the Provider is unable to provide its services.

(d) The Provider is responsible for ensuring the accuracy of all information described in a Listing.

(e) The Company makes no representation as to the accuracy of any information contained in a Listing, including with regard to any goods or service.

(f) Each User that creates a Listing, must verify whether they are the owner of the business to which the Listing relates by providing any information the Company reasonably requests.

(g) The Provider is responsible for ensuring that it is qualified to provide any services it advertises in a Listing, or otherwise offers to Customers by holding any certifications or licenses required by law, including (without limitation):

i Working with Children Check;

ii Licence to sell alcohol, Responsible Service of Alcohol certificate or any other similar accreditation to serve alcohol;

iii Registration and accreditation as a food business.

3.2 Making a Booking

(a) FRED may allow:

i Providers to advertise available Booking times and accept Bookings and payment via a Listing; and

ii Customers to confirm a Booking by making payment via the Listing.

(b) The Provider is responsible for ensuring that all Booking times advertised on a Listing are up-to date and accurate.

(c) The Provider may set any additional conditions on a Booking, by describing them in the Listing. Such conditions may include the Provider’s Charges payable for each Booking, and other rules that may apply to a Booking, but cannot include alternative payment terms or cancellation policies.

(d) Such conditions will be additional to the terms of this Agreement. If there is any conflict between the Provider’s terms and conditions, and this Agreement, this Agreement will prevail.

(e) Each Customer must comply with the conditions of a Booking set by the Provider.

(f) To arrange a Booking, the Customer may make a Booking Request from within FRED.

(g) The Customer must provide sufficient information about their event as part of a Booking Request to enable the Provider to confirm a Booking, including:

i Time, date and Location of the event; and

ii Category or scope of services the Provider is requested to provide.

(h) Providers and Customers may communicate with each other via FRED in relation to a Booking Request or Booking.

(i) Booking Requests not confirmed within 24 hours will be cancelled.

(j) The Company does not guarantee that a Provider will accept any Booking Request.

3.3 Undertaking the Booking

(a) The Provider agrees to arrive at the Location on time (being the time specified by the Customer).

(b) The Provider will undertake the Booking to a professional standard, for the duration and/or outcome booked in the Booking.

(c) Where a Booking is not completed to a satisfactory standard the Customer may log a complaint with the Company, which the Company will investigate to determine the value of any refund (if any). The Company will determine whether a Booking was provided to a satisfactory standard for the purposes of calculating the value of any refund.

(d) Where the Provider’s Charges includes the provision of Equipment & Materials, the Provider will ensure they have those with them. Otherwise, the Customer must ensure they have all necessary Equipment & Materials for the Provider to perform the Booking, in accordance with the “Setup Requirements” section in the Listing.

(e) Except where the Location is also the Provider’s premises, the Customer must ensure that it provides the Provider with a safe working environment. Without limitation, the Customer agrees to safely restrain all animals, ensure that all electrical equipment is in safe working order (and approved for use); there are no dangerous environments (e.g. live exposed electricity).

3.4 Cancelling a Booking

(a) The Customer may cancel any booking in FRED no less than 1 week prior without penalty or charge.

(b) If the Customer cancels a Booking between 1 week and 4 days prior to a Booking, the Company will provide a refund calculated in accordance with any schedule described within FRED.

(d) Cancellations made with less than 3 days’ notice will incur a cancellation fee equal to the full amount payable by the Customer for the Booking, including the Provider’s Charges, and Service Fee.

(e) Where a Provider is unable to attend a Booking, the Company shall not be liable to the Customer, and the Company shall provide a refund of any funds paid for the Booking.

(f) Any dispute that arises from a Provider cancelling a Booking must be dealt with between the Customer and the Provider. However the Customer should notify the Company of a cancellation by the Provider.

(g) The Company may suspend the account of any Provider that cancels three or more Bookings, after being notified by Customers.

(h) The Provider must reimburse the Company the value of any Provider’s Charges and/or Commission Fee that the company provides to a Customer as a refund, in the event that the Provider cancels a Booking.

3.5 Payment for Bookings and Orders

(a) An order to purchase an Item is not confirmed until the Customer completes payment via FRED (Order).

(b) A booking for a service is not confirmed until the Customer completes payment via FRED (Booking).

(c) The Customer must provide credit card details at the time they submit a Booking Request. The Customer will not be charged until a Booking has been confirmed with a Provider.

(d) Payments must be made by credit card, or as otherwise specified on the Site using the FRED payment gateway.

(e) The Company shall charge the following Fees in relation to each transaction facilitated by FRED:

i A Service Fee shall be charged to the Customer; and

ii A Commission Fee shall be charged to the Provider.

(f) The amount of any applicable Fee shall be charged in accordance with the rates described in the FAQ section of the Site from time-to-time.

(g) The Customer shall pay the Service Fee in addition to the Provider’s Charges agreed to between the Provider and the Customer when processing a payment via FRED.

(h) The Company will pay the balance to the Provider once:

i The Provider has completed the Booking (if applicable); and

ii The Company has deducted the Service Fee and Commission Fee from a payment received by the Company from a Customer.

(i) The Provider must include the following costs in the value of any Provider Charges it agrees to with a Customer, including:

i Shipping Costs (Items only);

ii Equipment & Materials (Bookings only)

iii GST (if applicable);

iv The value of any Fee (including the Commission Fee); and

V Any other duty or tariff that may apply to the transaction.

(j) Notwithstanding a complaint about the Provider, the Company will deposit the Provider’s Charges less Commission Fee to the Provider’s nominated (and valid) Australian bank account or PayPal account (as elected by the Provider) within 10 Business Days after the Provider attended the Booking or completing the Order.

(k) The Company will provide each User with a Tax Invoice relevant to a payment transaction (if required).

(l) The Provider shall provide a Tax Invoice for each payment it receives (if required).

3.6 Expenses & Taxation

(a) The Provider is responsible for all expenses incurred in undertaking a Booking, or satisfying an Order (including providing all Equipment & Materials, if that is part of the Booking) and shall not be entitled to seek reimbursement from the Company unless expressly agreed by the Company in writing.

(b) The Provider may be required to travel to undertake a Booking. The Provider will not be entitled to reimbursement of such travel expenses or any additional payment for such travel.

(d) ABN or GST registration is not a pre-requisite to be a Provider. However if the Provider does hold an ABN or is registered for GST, it must provide the Company with details of such, on request by the Company.

3.7 Shipping

(a) The terms for shipping any Orders shall be in accordance with a Listing, or as otherwise agreed between the Customer and the Provider.

(b) The Customer is responsible for providing the Provider with the correct shipping address and any special instructions.

(c) The Company recommends that Users ship Items using a registered and trackable shipping method. The Provider must provide a Customer with any tracking details that may apply to the Order.

(d) The Provider shall remain responsible for the shipment of any goods until a Customer receives them.

(e) The Customer shall assume all risk in the Items at the time that they arrive at the Customer’s address for delivery.

(f) Customers and Providers may arrange pickup of an Order at their own risk.

3.8 No Warranty

(a) The Company makes no warranty or representation as to the quality, safety or fitness for purpose of any Item or Booking.

(b) The Company takes no responsibility for any harm or loss suffered by a Customer as a result of using any Item or attending a Booking. If a customer suffers loss or harm as a result of any Item or Booking purchased from another user via FRED, the Customer agrees that:

i The Customer shall have no recourse against the Company; and

ii The relevant User remains responsible for any such loss or harm under Australian Consumer Law.

3.9 Conduct.

The User acknowledges and accepts that:

(a) The Company accepts no responsibility for the conduct of any User of FRED.

(b) The Company accepts no responsibility for any interaction between Users, whether that interaction occurs via FRED or not (including a personal meeting in relation to a Booking).

(d) The Company makes no warranty as to the character or credentials of any User.

3.10 No Inappropriate Items

(a) 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.

(b) 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.

3.11 Dispute Resolution

In addition to the dispute resolution provisions contained in clause 7.12:

(a) A Customer that receives an unsatisfactory Item must notify the Provider within 7 days of receiving the Item.

(b) Any dispute that arises in relation to an Item must be resolved between the Customer and the relevant Provider in accordance with the terms of agreement between the Customer and the Provider (including on a Listing), and in accordance with Australian Consumer Law (if applicable).

(d) The Company may reinstate a suspended account at its sole discretion.

3.12 Fee Avoidance

(a) Any purchase of an Item that occurs as a result of the Item being advertised on FRED, or otherwise negotiated via FRED, must be paid for via FRED.

(b) In no circumstance may Users arrange for payment by any means other than using FRED’s payment gateway.

(c) Failure to conduct payment via FRED shall be a breach of this Agreement and may result in the Company suspending or deleting the relevant Users’ accounts.

(d) The Company may charge the Provider the value of any Fee that the Company would have received, had the Order been paid for via FRED.

3.13 Complaints

(a) Notwithstanding a cancellation, a Customer may log a complaint about a Provider’s services or conduct:

i Within 2 business days following a Booking, or receiving an unsatisfactory Item; or

ii No earlier than 20 Business Days after the date an Order was confirmed in the event it has not been received.

(b) The Company will notify the Provider of a complaint logged against them.

(c) The Customer and Provider must each provide the Company with all evidence the Company may reasonably require in order to determine the outcome of a complaint. All such evidence must be provided within 5 business days of the Company’s request.

(d) The Company shall review all evidence provided by the Provider and/or Customer within 5 business days of receiving all requested evidence, and make their determination whether to provide a refund or not.

(e) The Company’s decision shall be made at its sole discretion, and is not subject to review.

(f) The Company may suspend the account of any Provider that receives one or more complaints that the Company determines are valid.

(g) The Company may review correspondence between Users conducted via FRED for the purposes of investigating a Complaint.

3.14 Ratings and Reviews

(a) Users may use the rating system inside FRED to rate and provide reviews on each other with regard to a Booking or Order.

(b) The User agrees to provide accurate information and to not give a User an unreasonable rating or poor review.

(c) If the Customer is unsatisfied with the standard of a Booking or Order, the Customer must first discuss the matter with the Company, and the Company shall endeavour to resolve the matter.

(d) If a User believes a rating or review is inaccurate or unreasonable, the User may notify the Company, and the Company will facilitate a resolution with the User that made the rating or review.

(e) The Company may amend or remove any rating or review that the Company determines, in its sole discretion, is inaccurate, inappropriate or unreasonable.

4 Fees, payments & refunds

4.1 Fees

(a) Each Fee applies in accordance with such features and/or services purchased by the User in accordance with the pricing described on www.cheersfred.com, or as otherwise agreed with the Company.

(b) All payments shall be made via the online payment gateway within FRED, or in such other manner as the Company may direct from time-to-time.

(c) The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply to the next transaction the User conducts via FRED.

(d) If a User does not accept a change to any Fees, then it can terminate its Account.

4.2 Currency

(a) All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or Euros).

(b) Transactions processed in other currencies may attract conversions fees, transaction fees or other bank fees, which must be paid for by the User.

4.3 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 for which GST applies.

4.4 Refunds

(a) No refunds of Fees are offered other than as required by law.

(b) If a Customer believes it is entitled to a refund for an Order or Booking, the Customer acknowledges that it must seek such a refund directly from the relevant Provider.

5 Direct contracting between customers and providers

5.1 Without the written consent of the Company, the Provider shall not directly contract to provide services to a Customer outside of FRED (and thereby exclude the Company) within 12 months of the last day that the Provider attended a Booking for the relevant Customer. Where such a direct relationship is formed without the consent of the Company, the Provider agrees to pay to the Company 20% of the Provider’s Charges that would have applied had those services been undertaken as Bookings.

5.2 The Company will issue a Tax Invoice to the Provider for all such fees payable to the Company under clause 5.1.

6 Relationship

6.1 The parties agree that the Provider is an independent contractor to the Customer. Each Provider and Customer is responsible to each other with respect to each Booking. The parties acknowledge and agree that:

(a) The Provider is not an employee or subcontractor of the Company, and the Provider does not provide any services to Customers on behalf of the Company;

(b) The Company only provides FRED for the purpose of Provider’s and Customers arranging Bookings and Orders, and processing payments for such between themselves;

(d) The Company is not an agent of the Customer.

7 General conditions

7.1 Licence

(a) By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use FRED for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

(b) 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.

(c) 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.

7.2 Modification of Terms

(a) The terms of this Agreement may be updated by the Company from time-to-time.

(b) 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 FRED. The User will be deemed to have accepted the modified Terms if it continues using FRED following provision of notice.

7.3 Software-as-a-Service

(a) The User agrees and accepts that FRED is:

i Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the servers operated by the Company and is not available ‘locally’ from the User’s systems; and

ii Managed and supported exclusively by the Company from the servers operated by the Company and that no ‘back-end’ access to FRED is available to the User unless expressly agreed in writing.

(b) 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 FRED.

7.4 Support

(a) The Company provides user support for FRED via the email address inquiry@cheersfred.com

(b) The Company shall endeavour to respond to all support requests within 5 Business Days.

7.5 Use & Availability

(a) The User agrees that it shall only use FRED for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

(b) The User is solely responsible for the security of its username and password for access to FRED. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its FRED account.

i Access to FRED may be prevented by issues outside of its control; and

ii It accepts no responsibility for ongoing access to FRED.

7.6 Privacy

(a) 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 customers.

(b) The Privacy Policy does not apply to how a 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.

(c) FRED 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.

7.7 Data

(a) Security. The Company takes the security of FRED 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.

(b) Transmission. 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.

(d) Backup. 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 Client Data from any period of time unless so stated in writing by the Company.

7.8 Intellectual Property

(a) Trademarks. 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.

(b) 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 FRED.

(c) The FRED Application. The User agrees and accepts that FRED is the Intellectual Property of the Company and the User further warrants that by using FRED the User will not:

i Copy FRED or the services that it provides for the User’s own commercial purposes; and

ii Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in FRED or any documentation associated with it.

(d) Content. Notwithstanding User Content, all content submitted to the Company, whether via FRED 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 FRED.

7.9 Disclaimer of Third Party Services & Information

(a) The User acknowledges that FRED Is dependent on third-party services, including but not limited to:

i Banks, credit card providers and merchant gateway providers;

ii Telecommunications services;

iii Hosting services;

iv Email services; and

v Analytics services.

(b) The User agrees that the Company shall not be responsible or liable in any way for:

i Interruptions to the availability of FRED due to third-party services; or

ii Information contained on any linked third party website.

7.10 Liability & Indemnity

(a) The User agrees that it uses FRED at its own risk.

(b) The User acknowledges that FRED does not provide Bookings on its own behalf.

(c) The User acknowledges that the Company is not responsible for the conduct or activities of any Provider and that the Company is not liable for such under any circumstances.

(d) 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 FRED, including any breach by the User of these Terms.

(e) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, 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 FRED, 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, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.

(f) 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:

i The re-supply of services or payment of the cost of re-supply of services; or

ii The replacement or repair of goods or payment of the cost of replacement or repair.

7.11 Termination

(a) Either party may terminate this Agreement by giving the other party written notice.

(b) 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.

(c) Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 5, 7.6, 7.8, 7.9, 7.10, 7.12, 7.13 and 7.14 survive termination of this Agreement.

7.12 Dispute Resolution

(a) If any dispute arises between the Company and a User in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i Includes or is accompanied by full and detailed particulars of the Dispute; and

ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b) Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) of the parties must meet (virtually or otherwise) and seek to resolve the Dispute.

(c) 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.

(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

7.13 Electronic Communication, Amendment & Assignment

(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

(b) 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.

(c) 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.

(d) 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.

(e) Notices must be sent to the parties’ most recent known contact details.

(f) The User may not assign or otherwise create an interest in this Agreement.

(g) The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.

7.14 General

(a) Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.

(b) 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.

(c) 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.

(d) Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

(e) Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

(f) 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.

(g) Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

(h) 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.

(i) Interpretation. Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:

i The singular includes the plural and the opposite also applies.

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

iii A reference to a clause refers to clauses in this Agreement.

iv A reference to legislation is to that legislation as amended, reenacted or replaced, and includes any subordinate legislation issued under it.

v Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

vi A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

vii A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

viii 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.

ix A reference to dollars or $ is to an amount in Australian currency unless otherwise explicitly specified.