Service Agreement Terms and Conditions

1.    OVERVIEW
1.1    This Agreement is between Animalia Classroom (herein referred to as ‘Name’, ‘We’, ‘Us’ or ‘Service Provider’) and the                     Client (herein also referred to as ‘You’ or ‘Your’).
1.2    This Agreement consists of these General Terms & Conditions (T&Cs) and the Proposal along with any subsequent                         Proposal between the parties from time to time (Agreement).
1.3    If there is any inconsistency between the T&Cs and the Proposal, the content of the Proposal will prevail to the extent of                 the inconsistency.
1.4    Subject to the nature of the Services being provided, additional special conditions may apply as set out in the Proposal.
1.5    Any variation to the Proposal must be mutually agreed upon in writing.
1.6    The Agreement will start on the Commencement Date and continue for the Term, unless terminated prior to that date in               accordance with these Terms.

2.    CLIENT OBLIGATIONS
2.1    The Client acknowledges that they:
     a)    have full power, capacity and authority to enter into and perform their obligations under the Agreement;
     b)    have read and understood the T&Cs and the Proposal prior to signing the Agreement; and
     c)    have sought professional and/or legal advice should they require clarification on any aspect of the Agreement.
2.2    Information and materials
     a)    The Client will provide the Service Provider with all necessary information related to the workshop(s), including timing,                    and any specific details required for the workshop(s) as set out in the Proposal.
     b)    If applicable, the Client will ensure that any technical equipment and facilities required for the workshop(s) are in working              order.
2.3    Sponsors and association
     a)    The Client will tell the Service Provider, before the Workshop Date, of any sponsor, exhibitor, product or organisation                      whose branding will appear alongside the Service Provider’s name, image or likeness, or in the room during the workshop.
     b)    The Service Provider may decline to have their name, image or likeness associated with a particular sponsor, exhibitor,                    product or organisation by giving the Client written notice, and the Client will not use that association after receiving the                notice.
2.4    Support
     a)    The Client will
             i)    designate a point of contact to assist the Service Provider on the day of the workshop, if necessary.
             ii)    provide any necessary logistical support, such as travel arrangements or accommodations, if agreed upon and as set                      out in the Proposal.
2.5    Payment
            The Client will ensure payments of Fees will be made on time and as set out in this Agreement.
2.6    Promotion
     a)    If applicable, the Client may promote the Service Provider’s workshop(s) through marketing channels agreed upon in                      advance. Such promotion includes but not limited to social media, emails, school newsletters and other agreed upon                      methods, as specified in advance.
     b)    The Client shall seek the Service Provider’s approval for any promotional materials or content that directly involves the                    Service Provider, including but not limited to, business profiles and/or descriptions, branding and photographs. The                        Service Provider retains the right to request modifications or withhold approval if such materials do not align with their                    professional image or messaging.
2.7    Communication
           The Client will maintain open and effective communication with the Service Provider, promptly addressing any questions,               concerns, or requests for information.
2.8    Compliance with agreed upon Proposal
           The Client will facilitate the timely completion of the Services by adhering to the Key Dates set out in the Proposal.
2.9    Third party agreements
           If applicable, the Client will fulfil any obligations related to third-party agreements or services that are integral to the                       progress of the Services.
2.10    Respect for intellectual property
          The Client will respect the Service Provider’s Intellectual Property and Intellectual Property Rights and agree to use the                    Final Content for the Agreed Purpose as set out in this Agreement.

3.    SERVICE PROVIDER OBLIGATIONS
3.1    Standards and delivery
         We agree to perform the Services and provide the Services, Deliverables and Final Content to the best of our ability and in           accordance with the Key Dates as set out in the Proposal.
3.2    Workshop delivery
     a)    The Service Provider will
            i)    prepare and deliver a professional and engaging workshop(s) on the agreed-upon topic(s).
            ii)    use their best efforts to ensure workshops are informative and meet the Client’s expectations.
3.3    Materials
     a)    The Service Provider will provide any required materials, such as slides or handouts, in advance of the workshop(s), if                      applicable.
     b)    The Service Provider warrants to be the owner of the copyright in the materials or otherwise has the appropriate licence                to use the materials in connection with this Agreement.
3.4    Professionalism
     a)    The Service Provider will:
            i)    arrive at the workshop venue at least 30 minutes prior to their nominated start time and be fully prepared for the                              engagement.
     b)    The Service Provider agrees to conduct themselves in a professional and respectful manner while at the venue. This                         includes, but is not limited to:
            i)    treating venue staff, students, and all individuals present with courtesy and respect.
            ii)    complying with any venue-specific codes of conduct or rules as provided by the venue owner or operator.
            iii)    refraining from engaging in any behaviour that could disrupt the client and its services or damage the reputation of                        the Client or the venue.
3.5    Promotion
     a)    The Service Provider grants the Client the right to use the Service Provider’s personal name, business name, logo, image,              and likeness for promotional purposes related to the workshop(s). Any such use shall be in accordance with applicable                    laws and ethical standards.
     b)    The Service Provider may also promote their workshop(s) through their own marketing channels, which may include                        mentions on their website and social media profiles. The Service Provider shall provide the Client with any promotional                  materials they wish to use in connection with their workshops.
3.6    Compliance
           The Service Provider will adhere to any specific guidelines, themes, or requirements set forth by the Client, provided that               the Service Provider retains editorial control over the content, opinions and manner of delivery of their presentation,                       subject to the topic and audience agreed in the Proposal.
3.7    Use of AI Tools 
     a)    The Service Provider may use AI Tools to assist in development, brainstorming process, suggestions and editing                              assistance. All resources are developed, reviewed and finalised by Animalia Classroom. 

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4.    MUTUAL OBLIGATIONS
4.1    Each party agrees that:
     a)    they will hold and maintain the insurances set out in the Proposal, provide evidence of those insurances in the form of a                  certificate of currency, to the other party on reasonable request, and comply with all Applicable Laws;
     b)    the other party will not be liable for any failure to carry out any obligation under this Agreement to the extent it is caused              by the failure of the other party to comply with its obligations under the Agreement; and
     c)    if delays occur for reasons beyond the parties’ control, such as due to a Force Majeure Event or the failure of third parties              to meet their obligations, rendering the Key Dates in need of being rescheduled, the parties will use their best efforts to                reschedule Dates accordingly.

5.    FEES
5.1    Fees
     a)    The total scope of the Services is as set out in the Proposal, along with the Key Dates for delivery. If Services                                    outside the scope are required, these will be quoted separately.
     b)    The Service Provider will issue the Client with a Tax Invoice for the Fee outlined in the Proposal, and the                                            Client will pay the Fee in accordance with the process set out in the Proposal on receipt of a valid Tax Invoice.
     c)    All amounts payable or other consideration provided in respect of amounts payable in relation to this Agreement are                      exclusive of GST unless otherwise stated.
     d)    All Fees will be payable by you in accordance with the payment method nominated on our invoice within the time frames              specified on the invoice or otherwise on the Payment Dates set out in the Proposal. You will receive a Tax Invoice from us                prior to payment being due in each instance.
     e)   The Client agrees to cover any reasonable out-of-pocket expenses incurred by the Service Provider in the course of                         delivering the Services to the Client. These additional expenses will be approved by the Client in writing prior to being                   incurred.
     f)    The Proposal will set out who books and pays for travel, the class of air travel, the standard and number of nights of                         accommodation, ground transfers, parking and any per diem. Where the Client books travel or accommodation directly, it             will do so to the standard set out in the Proposal.
     g)   If the Client changes the Workshop Date(s) or cancels the engagement, the Client remains responsible for any travel,                     accommodation or other costs already incurred that are non-refundable or cannot be transferred.
     h)   If the Client does not pay the Service Provider any portion of the Fees within the stipulated timeframe, the Service                           Provider may charge you late Fees as set out in the Proposal. If unpaid Fees are recovered through an external agency,                   the Client acknowledges and agrees that they will be responsible for the costs involved in the recovery.

6.    CANCELLATIONS AND REFUNDS
6.1    Notice period
     a)    Either party must provide a minimum notice period of 7 days before the scheduled workshop date in the workshop of                    cancellation or rescheduling. Both parties agree to provide prompt and transparent communication regarding                                  cancellations or rescheduling, as well as adherence to the specified notice period.
     b)    If notice is provided within this specified timeframe, the cancellation or rescheduling process shall proceed as outlined in              the Agreement.
     c)    If notice is provided outside of the timeframe specified above, the party providing late notice shall be liable for any                        additional costs or expenses incurred by the other party due to the late notice, in addition to the terms outlined in the                    Agreement.
6.2    Cancellation fees
     a)    Unless the Proposal sets out a different cancellation fee, if the Client cancels the engagement for a reason other than a                  Force Majeure Event or a breach by the Service Provider, the Client will pay the following, calculated by reference to the                number of days between the date the Client gives written notice and the Event Date: if more than 7 days, no further Fees              are payable; if 2-7 days, 50% of the Fees are payable; and less than 2 days (48 hours), 100% of the Fees are payable.
     b)    In each case the Client also remains responsible for any travel, accommodation or other costs already incurred by the                    Service Provider that are non-refundable or cannot be transferred to another engagement.
     c)    The parties agree that these amounts are a reasonable protection of the Service Provider’s legitimate interests and are                    not out of all proportion to those interests. Those interests include holding the Workshop Date exclusively for the Client,                turning away other bookings for that date, preparation and customisation already carried out, and the practical difficulty                of replacing a booking for a specific date at short notice.
     d)    If the Service Provider cancels the engagement for a reason other than a Force Majeure Event or a breach by the Client,                no cancellation fee is payable by the Client and the Client is entitled to a refund of all Fees, in accordance with the                          provisions of this Agreement relating to termination.
6.3    Non-compliance and force majeure
     a)    Neither party will be liable for any failure to perform their obligations in relation to the Services, or meet the Key Dates to              the extent that it is caused by the non-compliance of the other party in relation to your obligations under the Agreement                or a Force Majeure Event.
     b)    If either party is delayed or prevented from performing their obligations in relation to the Services or meeting the Key                    Dates, either due to the other party’s non-compliance with their obligations or a Force Majeure Event, the impacted party              reserves the right to request the rescheduling of the Key Dates.
     c)    If the impacted party is unable to reschedule the Key Dates due to a Force Majeure Event, this shall not be deemed a                    breach of the Agreement.
6.4    Refunds and force majeure
            If rescheduling is not possible or acceptable to both parties, the Service Provider will refund any Fees or deposits paid by              the Client for the engagement, less any non-refundable costs the Service Provider has reasonably incurred and the value                of any part of the Services already performed.
6.5    Client cancellation due to venue issues
            If the Client cancels the engagement due to venue-related issues and cannot reschedule in accordance with the sub-                      clause of this clause headed Rescheduling:
     a)    In this case, the Client agrees to compensate the Service Provider as per the agreed-upon Fees and payment terms. The                Service Provider will receive their full payment for the engagement including reasonable travel expenses incurred which                  are directly related to the Services.
6.6    Cancellation due to breach of obligations
            If either party breaches their obligations under this Agreement, the non-breaching party reserves the right to cancel the                engagement. In such cases:
     a)    If the Service Provider is the breaching party, the Service Provider shall refund any Fees or deposits paid by the Client in                advance. Additionally, the Service Provider shall be responsible for covering any non-refundable travel expenses directly                related to the engagement that have been incurred, if applicable.
     b)    If the Client is the breaching party, the Client shall compensate the Service Provider as per the agreed-upon Fees and                    payment terms. The Client shall also be liable for any outstanding Fees and shall forfeit any Fees already paid. If the                        Service Provider has incurred reasonable travel expenses directly related to the Services that are non-refundable, the                      Client shall also be liable for those expenses.
6.7    Rescheduling
         In the event of a cancellation where both parties agree to reschedule the engagement, the parties will work together to                 determine a mutually agreed-upon date and time to ensure that the workshop is not impacted. Any additional costs                       incurred due to the rescheduling will be discussed and agreed upon by both parties.

7.    INTELLECTUAL PROPERTY
7.1    Licence grant, for both parties’ pre-existing intellectual property
     a)    To the extent that a party is required to use any of the other party’s Intellectual Property (IP) for the purpose of performing              their obligations under this Agreement, each party grants to the other a revocable, non-transferable, non-exclusive,                        royalty-free licence to use the other party’s IP for that sole purpose.
     b)    The licence granted by each party to the other to use IP for the purpose set out in the Agreement is conditional on the                  recipient not sub-licensing, publishing, selling, or otherwise allowing it to be used by third parties, and also not modifying              it in any way except as otherwise agreed.
7.2    Content created by the Service Provider
            The Client acknowledges and agrees that any intellectual property rights, including but not limited to copyrights, trade                  marks, and any other rights, in materials, content, presentations, or deliverables created or provided by the Service                          Provider for the workshop (Facilitator Materials) shall remain the exclusive property of the Service Provider.
7.3    Licence to the Client
           Notwithstanding the above, the Service Provider hereby grants the Client a non-exclusive, royalty-free, worldwide licence               to use, reproduce, distribute, display, solely for the purpose of the workshop(s). This licence shall be valid for the duration             of the workshop and any related promotional activities. The Client agrees not to modify the Facilitator Materials in any                   way, for any reason, without prior consent of the Service Provider and further agrees not to sublicence, publish, sell or                     otherwise provide the Facilitator Materials to third parties except as agreed in writing and as set out in the Proposal.
7.4    Option to assign intellectual property
     a)    The Service Provider, at their sole discretion, may choose to assign, transfer, or licence the intellectual property rights in                  the Facilitator Materials to the Client upon full payment of all Fees owed by the Client.
     b)    Until full payment is received, the Service Provider retains ownership of the Intellectual Property Rights and any other                      content created as part of the Services and grants the Client a non-exclusive, revocable licence to use the Intellectual                      Property and any other content solely for the purpose of evaluating the Services provided.
     c)    Upon receipt of full payment, ownership of the Facilitator Materials will automatically transfer to the Client, and the                          Service Provider shall promptly provide (if necessary) any documentation or transfer of rights to evidence such transfer at                the Client’s expense.
7.5    Client’s licence restrictions
           The Client shall not sublicense, sell, or transfer the licence granted herein to any third party without the prior written                       consent of the Service Provider.
7.6    Rights after termination
           In the event of termination of this Agreement, the Client’s licence to use the Facilitators Materials shall cease, except for                 any materials provided to the Client before termination and for which they have paid the Fees, which the Client may                       continue to use as specified in this Agreement.
7.7    Recognition
     a)    The parties agree that unless otherwise expressly agreed in the Proposal, both parties retain the right to reproduce,                        publish and display their involvement in the Services, together with a reference to the other party (including the other                    party’s name, business name, logo and any trade marks), in portfolios, on websites, and other media (including social                      media) or exhibits, for the sole purpose of recognising the workshop(s) and the Services provided.
     b)    The Client agrees to credit the Service Provider with performance of the Services wherever reference to them may                          appear, and creation of the Deliverables wherever they may be reproduced and ensure that any third party to whom the                Client grants access to the Deliverables does the same.
7.8    Recording and streaming
     a)    Where the Proposal permits a Recording, the Client may use the Recording only for the purposes and for the period set                out in the Proposal. The Client must not sell the Recording, include it in a paid product, course or membership, provide it              to a third party, or edit it in a way that changes the meaning of what the Service Provider said.
     b)    The Service Provider owns the copyright in the presentation and the Facilitator Materials. Where the Client, or a person                  engaged by the Client, makes the Recording, the Client may own copyright in the Recording itself as a film or sound                      recording, but that ownership does not give the Client any right to use the presentation or the Facilitator Materials                          except as set out in the Proposal and this Agreement.
     c)    The Client will ensure that any person it engages to record, film or photograph the workshop, and any platform on which                the Recording is hosted, is bound by the same restrictions as those set out in this sub-clause and in the sub-clause                          headed Artificial intelligence and AI Output.
7.9    Artificial intelligence and AI Output
     a)    The Client must not use, and must not permit any third party to use, the Facilitator Materials, the Final Content or the                    Service Provider’s name, voice, image or likeness to train, fine tune or test an AI Tool.
     b)    The Client must not create, or permit the creation of, any synthetic audio, video, image or text that imitates the Service                  Provider or purports to be the Service Provider, including any avatar, voice clone or digital replica.
     c)    The Client must not use an AI Tool to generate a transcript, summary, translation or other derivative of the workshop(s) for              publication or distribution without the Service Provider’s prior written consent. This does not prevent an attendee from                  taking notes for their own personal use.
     d)    The Service Provider may use AI Tools to assist in preparing the Facilitator Materials and in delivering the Services. Any AI              Output incorporated into the Facilitator Materials forms part of the Facilitator Materials.
     e)    The Client acquires no rights in the Service Provider’s AI Tools, prompts, prompt libraries, workflows or methodologies.
     f)    If any element of the AI Output cannot attract Intellectual Property Rights, the Service Provider grants the Client a licence             to use and reproduce that element for the Agreed Purpose, on the same terms as the licence granted in the sub-clause of             this clause headed Licence to Client.
     g)    The Service Provider will take reasonable steps to avoid infringing a third party’s Intellectual Property Rights when using                  an AI Tool, but does not warrant that AI Output is unique or accurate, that Intellectual Property Rights subsist in it, or that              it will not attract a third party claim.
     h)    This sub-clause survives termination or expiry of the Agreement.
7.10    Moral rights
     a)    The Service Provider does not consent to, and does not waive their Moral Rights in respect of, any other act or omission                that would otherwise infringe their Moral Rights.
     b)    Moral Rights belong to the individual facilitator. 
7.11    Third party materials
            You acknowledge that all Third Party Materials are the exclusive property of their respective owners, and where such                        materials are required to perform the Services, you agree to pay the costs associated with their use.

8.    TERMINATION
8.1    Termination by the Service Provider
     a)    We may terminate the Agreement with immediate effect if:
             i)    you do not pay the Fees by the Payment Dates or within the timeframe specified in the Proposal or applicable Tax                           Invoice;
             ii)    you otherwise breach any obligation under the Agreement;
     b)    Upon termination for the Client’s breach, the Client shall immediately cease any further use or distribution of any content,               including the Final Content provided by the Service Provider.
     c)    The Client acknowledges that in the event of termination due to their breach, they shall remain liable for the outstanding                Fees owed to the Service Provider, as well as any additional costs or damages incurred as a result of the breach.
8.2    Termination by the Client
     a)    The Client may terminate this Agreement by providing written notice to the Service Provider in the event of a material                    breach by the Service Provider such as a failure to deliver the Services as agreed in the Proposal and the Service Provider                has not remedied the same within 7 days of the date of written notice.
     b)    Upon termination for the Service Provider’s breach, the Service Provider shall promptly refund any Fees paid by the Client              for Services not yet provided.
8.3    Termination by either party for breach
Either party may terminate the Agreement immediately if the other party:
     a)    is unable to meet their obligations due to a Force Majeure Event for a period exceeding 30 days;    
     b)    commits a material breach of the Agreement that is capable of remedy, and fails to remedy it within 7 days;
     c)    commits a material breach of the Agreement that is not capable of remedy; or
     d)    enters liquidation or administration or becomes insolvent or bankrupt.

9.    WARRANTIES AND INDEMNITIES
9.1    The parties warrant that they have full power, capacity and authority to enter into and fully perform their respective                         obligations under the Agreement.
9.2    The Service Provider warrants:
     a)    that they have the necessary skills, expertise, and qualifications to provide the services outlined in this Agreement.
     b)    that all materials, content, or deliverables provided to the Client do not infringe upon any intellectual property rights,                    obligations of confidentiality or other right of property of any third party.
9.3    The information provided by the Service Provider through the Services does not constitute professional business, financial             or legal advice, regardless of whether they are licensed professionals of any type. The Service Provider cannot be held                   liable for any action taken by you in reliance on the information they provide. You agree to consult with the relevant                         licensed professional or professionals prior to taking any action.
9.4    The Client warrants:
     a)    that they have the legal authority and permissions, including any necessary permits, to engage the Service Provider for                  the workshop(s).
     b)    that they will provide accurate and timely information and support required for the successful execution of the                                engagement.
9.5    The Services are provided on an “as is” basis, without representation, warranty or condition of any kind (either express or               implied). Nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or                     imposed by any law that cannot be lawfully excluded, restricted or modified.
9.6    Any express or implied warranty or condition relating to the Agreement or its subject matter that are not contained in the               Agreement are excluded to the maximum extent permitted by law.
9.7    Where the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our                     liability for failure to comply with a consumer guarantee under the Australian Consumer Law is limited, at our option, to                 supplying the Services again or paying the cost of having the Services supplied again.
9.8    Each party agrees to indemnify and hold harmless the other party, their respective affiliates, officers, directors, agents, and             employees from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable legal costs,             arising out of or relating to any breach of this Agreement, negligent acts or omissions, wilful misconduct, or any actual or               alleged infringement or misappropriation of any Intellectual Property Rights by either party or their respective affiliates,                 officers, directors, agents, or employees.
9.9    Neither party will be liable to the other for any loss or damage suffered by a third party in connection with this Agreement.
9.10  Neither party will be liable to the other for any Consequential Loss, whether foreseeable or not and however caused,                     except for confidentiality and indemnification obligations.
9.11  The liability of a party under this Agreement (including under indemnity) will be reduced to the extent that the acts or                     omissions of the other party contributed to or caused the liability.
9.12  Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of             anything done by the other party under or in connection with the Agreement.
9.13  The liability of each party to the other party (including under indemnity) is mutually capped to the total Fees paid or                       payable by the Client under the Agreement in connection with the engagement to which the liability relates.
9.14  This clause survives termination or expiry of this Agreement.

10.    CONFIDENTIALITY AND PRIVACY
10.1    Each party agrees that, unless it has the prior written consent of the other party, it will:
     a)    keep the Confidential Information of the other party confidential at all times;
     b)    ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and
     c)    where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a                reasonable timeframe.
10.2    These obligations of confidentiality do not apply to any disclosure that:
     a)    is for the purpose of performing the Agreement or exercising a party’s rights under the Agreement; 
     b)    is required by Applicable Law; or
     c)    relates to Confidential Information that is publicly available through no fault of the receiving party, or was rightfully                          received from a third party without restriction and without the breach of any obligation of confidence.
10.3    Any Confidential Information supplied to us that incorporates personal information will be dealt with in accordance with                 our Privacy Policy, which is available on our website.
10.4    Attendee information
     a)    Where the Client gives the Service Provider personal information about workshop attendees, the Client warrants that it is              permitted to disclose that information and that the attendees have been told their information may be shared with the S                Service Provider.
     b)    The Service Provider will use attendee information only for the purposes set out in the Proposal, and will not add an                        attendee to a marketing list without that attendee’s consent.
10.5    This clause survives termination or expiry of this Agreement.

11.    MISCELLANEOUS
11.1    Relationship of parties
           We are independent contractors, and the relationship between you and us does not constitute that of a partnership, joint               venture or employer and employee.
11.2    Non-disparagement
     a)    Each party agrees not to make or publish any statement about the other in a public forum, such as social media or an                      online review platform, that is false, misleading or deceptive, defamatory, or made in bad faith, at any time during or                      following the Term. Nothing in this clause prevents a party from expressing an honest opinion about their experience,                    making a disclosure required by Applicable Law, reporting a matter to a regulator, court or industry body, or enforcing its              rights under the Agreement. Where one party is dissatisfied, the issue must be dealt with in accordance with the provision              of this Agreement relating to disputes. If either party breaches this clause, the non-breaching party has two options:
                  i)    The non-breaching party may initiate the dispute resolution process as outlined in the sub-clause of this clause                                headed Disputes to resolve the matter amicably.
                  ii)    The non-breaching party may pursue legal action to seek remedies, including injunctive relief and damages, as                                 allowed by applicable laws.
      b)    The choice between these options will be at the sole discretion of the non-breaching party.
11.3    Conflict of interest
           Each party warrants that they are free to enter into this Agreement and that it shall not violate the terms of any other                       agreement between that party and a third party.
11.4    Disputes
     a)    In the event of any dispute arising under or in connection with this Agreement during the Term, the parties shall first seek              to resolve the matter amicably through direct negotiation. Both parties agree to engage in good faith efforts to settle any              dispute promptly. If the dispute cannot be resolved within thirty (30) days following the date of a written notice of dispute,              either party may propose to enter into alternative dispute resolution (ADR).
     b)    ADR may include mediation or arbitration conducted by a neutral and recognised entity, pursuant to its rules and                            procedures. The parties shall mutually agree upon the choice of ADR method and the governing rules. Any decision or                  award resulting from such ADR shall be final and binding and may be entered as a judgment in any court of competent                  jurisdiction.
     c)    Each party shall bear its own costs in connection with the ADR process, and the parties shall equally share the fees and                  expenses of the mediator or arbitrator unless otherwise agreed by the parties or as directed by the arbitrator or mediator              according to applicable rules.
     d)    Except where urgent interim relief is sought from a court, neither party may initiate formal legal proceedings until the                    ADR process has been concluded.
11.5    Notices
           Where a party gives notice, it must be done in writing to the email address specified in the Proposal, or by post to the                     residential or business address specified in the Proposal. For email, the notice will be considered delivered on the date it               was sent, unless a delivery failure notice was received. For registered or express post, the notice will be considered                         delivered within 5 Business Days of being sent.
11.6    Entire agreement
           This Agreement constitutes our entire agreement with you about the subject matter. It supersedes all previous                                 agreements, understandings and negotiations, whether written or verbal.
11.7    Governing law
           The formation, construction, performance and enforcement of the Terms will be in accordance with the laws in force in                   South Australia. You and We submit to the non-exclusive jurisdiction of the courts of that jurisdiction.
11.8    Execution and counterparts
           The Agreement will become binding when any one or more counterparts of a Proposal, individually or taken together, are             signed by the parties. The Agreement may be executed by way of electronic signature, including by clicking “I consent”                 or similar. If the Agreement is executed in this way, it will be considered an original that has been properly executed.
11.9    Amendment or variation
           We reserve the right to amend or vary the Agreement and we will notify you of the changes. You can choose to terminate               if you do not accept the amendments and/or variations. If you continue to engage our services, you are deemed to have               accepted the amendments and/or variations to these Terms.
11.10  Validity
           If any provision of the Agreement is held invalid or unenforceable, it will either be severed from the Agreement or                           replaced by a valid or enforceable provision. If applicable, any new provision will take effect immediately. All other                           provisions will remain in effect throughout.
11.11  Assignment
           Neither party is permitted to assign the Agreement or otherwise deal with any benefits or rights under it without the other             party’s prior written consent (not to be unreasonably withheld).
11.12  Interpretation
           All headings are for ease of reference and do not affect the interpretation of the Agreement. Words in the singular include             the plural and vice versa, and references to “including” and similar words do not imply any limit.

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DEFINITIONS
In the Agreement, the following terms have the stated meaning unless a contrary intention appears.​​