Mon–Thurs: 8am –7pm, Fri: 8am - 6pm; Sat: 8am – 1pm
586 Lower North East Rd. Campbelltown SA 5074
Contents
Schedule 1 | Standard and duties - 21
Date |
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Parties
Provider | KINETIC REHABILITATION & PERFORMANCE PTY LTD (ABN 55 163 726 501) Address: 586 Lower North East Road, Campbelltown SA 5074 Email: info@kineticrp.com.au (the Provider) |
Recitals and Consent to Treatment
Operative provisions
of any of them; and
Losses means any loss, damage, debt, cost, charge, expense, fine, outgoing, penalty, diminution in value, deficiency or other liability of any kind or character (including legal and other professional fees and expenses on a full indemnity basis) that a party pays, suffers or incurs or is liable for, including all:
Personal Information has the meaning given in the Privacy Act.
Privacy Act means the Privacy Act 1998 (Cth).
Relevant IP means all Intellectual Property Rights that the Provider makes, develops or conceives (whether alone or in conjunction with someone else, and whether during or outside normal working hours) in the course of, or arising out of, the provision of the Services and/or Provider’s engagement with the Client, including any Intellectual Property Rights so made, developed or conceived:
Representatives means, in respect of a person, the employees, officers, consultants, agents and professional advisers of that person.
Services means the services that the Provider has agreed to provide to the Client under the terms of this agreement pursuant to the Client In-Take Form or as otherwise agreed to in writing.
Stamp Duty means any stamp, transaction or registration duty or similar charge imposed by any Governmental Agency and includes any interest, fine, penalty, charge or other amount in respect of the above, but excludes any GST.
Start Date means the date of this agreement or such other date as the parties may agree in writing.
Tax Acts means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth).
Tax or Taxation means:
Works means all programs and programming and literary, dramatic, musical and artistic works within the meaning of the Copyright Act.
Interpretation
1.2 The following rules of interpretation apply in this agreement unless the context requires otherwise:
(a) headings in this agreement are for convenience only and do not affect its interpretation or construction;
(b) no rule of construction applies to the disadvantage of a party because this agreement is prepared by (or on behalf of) that party;
(c) where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
(d) a reference to a document (including this agreement) is a reference to that document (including any schedules and annexures) as amended, consolidated, supplemented, novated or replaced;
(e) references to recitals, clauses, subclauses, paragraphs, annexures or schedules are references to recitals, clauses, subclauses, paragraphs, annexures and schedules of or to this agreement;
(f) in each schedule to this agreement, a reference to a paragraph is a reference to a paragraph in that schedule;
(g) a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
(h) an expression importing a natural person includes any individual, corporation or other body corporate, partnership, trust or association and any Governmental Agency and that person’s personal representatives, successors, permitted assigns, substitutes, executors and administrators;
(i) a reference to writing includes any communication sent by post, facsimile or email;
(j) a reference to time refers to time in Adelaide, South Australia and time is of the essence;
(k) all monetary amounts are in Australian currency;
(l) a reference to a “liability” includes a present, prospective, future or contingent liability;
(m) the word “month” means calendar month and the word “year” means 12 calendar months;
(n) the meaning of general words is not limited by specific examples introduced by “include”, “includes”, “including”, “for example”, “in particular”, “such as” or similar expressions;
(o) a reference to a “party” is a reference to a party to this agreement and a reference to a “third party” is a reference to a person that is not a party to this agreement;
(p) a reference to any thing is a reference to the whole and each part of it;
(q) a reference to a group of persons is a reference to all of them collectively and to each of them individually;
(r) words in the singular include the plural and vice versa; and
(s) a reference to one gender includes a reference to the other genders.
2.1 The Client hereby engages the Provider on a non-exclusive basis to provide the Services to the Client, and the Provider hereby accepts that engagement and agrees to provide the Services to the Client, in accordance with the terms of this agreement.
2.2 The Provider’s engagement with the Client will:
(a) commence on the Start Date; and
(b) continue indefinitely unless and until it is terminated in accordance with clause 11.
Nature of relationship
2.3 The Provider is an independent contractor of the Client and nothing in this agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the parties.
The Provider must, in providing the Services, comply with the standards and duties set out in Schedule 1.
Pricing
4.1 In consideration for the provision of the Services by the Provider, the Client will pay the Provider in arrears the relevant fee as set out under the Fee Schedule provided either at the time of the appointment or when the Client makes their booking (the Fees). The Provider will invoice the Client for all relevant Charges following completion of the Services to the reasonable satisfaction of the Client.
Hourly Rates
4.2 Hourly rates shall be proportionately charged for work for any work outside of the agreed Services.
4.3 The Provider must keep and maintain accurate records of the number of hours of Services in respect of which the hourly rate applies and provide the Client with a copy of such records upon reasonable notice as may be requested by the Client from time to time.
4.4 The hourly rate may only be changed by way of an amendment to this agreement pursuant to clause 14.7.
Reimbursement of Expenses
4.5 The Client will pay all reasonable expenses properly and necessarily incurred by the Provider in the course of providing the Services, provided that:
(a) the Provider:
(i) obtains the Client’s written consent before incurring the expenses;
(ii) provides the Client with acceptable documentation for the expenses incurred; and
(iii) complies with any applicable expenses policy of the Client in force from time to time, provided that a copy of the policy has been provided to the Provider by the Client prior to the relevant expense being incurred; and
(b) the Client will not be required to reimburse the Provider for any amount of GST that the Provider has paid, or is liable to pay, in relation to any supply acquired by the Provider from any third party if the Provider has received, or is entitled to receive, an Input Tax Credit for that GST.
Timing of payments
5.1 The Client must pay the Provider the total Charges in full on the day of their consultation or appointment, unless the Client has an approved insurance claim, of which the Client must pay no later than 20 Business Days after the Client’s receipt of the relevant invoice properly issued pursuant to clause 4.
5.2 The Client may provide a written request to the Provider if it feels that it is unable to comply with clause 5.1. However, the Client acknowledges and agrees that they are personally liable for all invoiced Fees and Charges.
5.3 For the avoidance of doubt, the Client agrees that for any Services provided in connection with an insurance claim, whether by way of Compulsory Third Party insurance or Return To Work SA insurance, and that insurance claim be rejected, the Client remains personally liable for full payment of all invoiced Fees and Charges.
Method of payment
5.4 All amounts to be paid by a party to another party under or in connection with this agreement must be paid in cash, credit card, electronic health rebates (via Health Industry Claims and Payments Services (‘HICAP’)) or by way of bank cheque or electronic funds transfer into the account nominated by the other party.
5.5 Payments may be made by way of telephone, direct debit or in-person at the Provider’s business premises.
No set-off or deduction
5.6 All amounts payable under or in connection with this agreement must be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever, whether or not any such set-off, counterclaim, withholding, deduction or lien arises under this agreement (unless otherwise required by law).
5.7 If a party is required by law to make a deduction or withholding in respect of any sum payable under or in connection with this agreement to another party, it must, at the same time as the sum that is the subject of the deduction or withholding is payable, make a payment to the other party of such additional amount as is required to ensure that the net amount received by the other party will equal the full amount that would have been received by it had no such deduction or withholding been required to be made.
5.8 If the Client does not pay the Provider in accordance with the terms of this agreement, the Provider may:
(a) terminate this agreement and take immediate recovery action against the Client for all unpaid Fees and Charges, including any cancellation fees and all reasonable costs, disbursements and administrative expenses incurred by the Provider in the course of taking recovery action against the Client, including legal fees; and
(b) register a charge or caveat against the title of any real property of which the Client is the registered proprietor as security for payment of the Provider’s Fees and it is a term of this agreement that the Client consents to such charge or caveat being registered and/or removed at the Client’s cost.
Definitions regarding GST
6.1 In this clause 6:
(a) expressions that are not defined, but which have a defined meaning in the GST Law, have the same meaning as in the GST Law;
(b) any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 6; and
(c) any consideration that is specified to be inclusive of GST must not be taken into account in calculating the GST payable in relation to a supply for the purpose of this clause 6.
Consideration is exclusive of GST
6.2 Unless expressly stated otherwise, any sum payable, or amount used in the calculation of a sum payable, under this agreement has been determined without regard to GST and must be increased on account of any GST payable under this clause 6.
Receiving Party to pay additional amount
6.3 If GST is imposed on any supply made under or in accordance with this agreement, the recipient of the supply (Receiving Party) must pay to the supplier (Providing Party) an additional amount equal to the GST payable on the supply, subject to the Receiving Party receiving a valid tax invoice, or a document that the Commissioner will treat as a tax invoice, in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time and in the same manner as payment for the supply is required to be made in accordance with this agreement.
Fines, penalties and interest
6.4 The amount recoverable on account of GST under this clause 6 by the Providing Party will include any fines, penalties, interest and other charges incurred as a consequence of any late payment or other default by the Receiving Party under this clause 6.
Reimbursement
6.5 If any party is required to pay, reimburse or indemnify another party for the whole or any part of any cost, expense, loss, liability or other amount that the other party has incurred or will incur in connection with this agreement, the amount must be reduced by the amount for which the other party can claim an Input Tax Credit, partial Input Tax Credit or other similar offset.
Adjustment events
6.6 If, at any time, an adjustment event arises in respect of any supply made by a party under this agreement, a corresponding adjustment must be made between the parties in respect of any amount paid to the Providing Party by the Receiving Party pursuant to clause 6.3 and payments to give effect to the adjustment must be made and the Providing Party must issue an adjustment note.
7.1 Subject to clauses 7.3 and 7.4, a Disclosee must:
(a) keep all Confidential Information confidential;
(b) not use or exploit any Confidential Information in any way except in the proper performance of the Services in accordance with this agreement;
(c) not disclose or make available any Confidential Information in whole or in part to any third party;
(d) not copy, reduce to writing or otherwise record any Confidential Information except in the proper performance of the Services in accordance with this agreement (and any such copies, reductions to writing and records will be the property of the Discloser); and
(e) ensure that any and all Authorised Third Party Disclosees:
(i) comply with the obligations in this agreement as if each of them was a party to this agreement in the place of the Disclosee; and
(ii) do not do, or omit to do, anything which, if done or omitted to be done by the Disclosee, would constitute a breach of this agreement by the Disclosee.
7.2 The Disclosee shall be responsible for, and liable to the Discloser in respect of, the actions or omissions of any and all of its Authorised Third Party Disclosees in relation to the Confidential Information as if they were the actions or omissions of the Disclosee.
Exceptions
7.3 The Disclosee may disclose Confidential Information to those of its Representatives who have an actual need to know the Confidential Information but only in the proper provision of the Services and performance of its duties under this agreement and provided that it informs such Representatives of the confidential nature of the Confidential Information before such disclosure.
7.4 Subject to clause 7.5, the obligations in clause 7.1 will not apply to any Confidential Information which (as shown by appropriate documentation and other evidence in the relevant Disclosee’s possession):
(a) was already known to the Disclosee on a non-confidential basis prior to the time of its first disclosure by the Discloser to the Disclosee, unless it came to be so known as a direct or indirect result of having been:
(i) unlawfully obtained by the Disclosee, whether from a third party or otherwise; or
(ii) received by the Disclosee from a third party that owed a confidentiality obligation to the Discloser in respect of that information at the time of such receipt, in circumstances in which the Disclosee knew, or ought reasonably to have known after due enquiry, that the third party owed that confidentiality obligation to the Discloser;
(b) is or becomes generally available to the public, unless it became so generally available as a direct or indirect result of having been disclosed by any person:
(i) in circumstances that constitute a breach of this agreement by the Disclosee (for the avoidance of doubt, including any breach by the Disclosee of its obligations under clause 7.1(e) to ensure that its Authorised Third Party Disclosees comply with the obligations in this agreement as if they were parties to this agreement in the place of the Disclosee); or
(ii) that owed a confidentiality obligation to the Discloser in respect of that information at the time of such disclosure, in circumstances in which the Disclosee knew, or ought reasonably to have known after due enquiry, that the person owed that confidentiality obligation to the Discloser;
(c) is, after the time of its first disclosure by the Discloser to the Disclosee, lawfully received by the Disclosee from a third party and the Disclosee reasonably believed, after due enquiry, that the information was not so received as a direct or indirect result of a breach by any person of a confidentiality obligation owed to the Discloser;
(d) is required by law or court order to be disclosed, provided that the Disclosee must:
(i) promptly notify the Discloser in writing in advance of any such disclosure, if reasonably practicable; and
(ii) reasonably assist the Discloser in obtaining confidential treatment for, or avoiding or minimising such disclosure of, the relevant Confidential Information to the extent reasonably requested by the Discloser;
(e) is independently developed by the Disclosee without any direct or indirect use of, reference to, or reliance on any Confidential Information; or
(f) is authorised for release or use by the written pre-approval of the Discloser but only to the extent of such written pre-approval.
7.5 The exceptions in clause 7.4 shall not apply to any specific Confidential Information merely because it is included in more generally non-confidential information, nor to any specific combination of Confidential Information merely because individual elements, but not the combination, are included in non-confidential information.
8.1 Subject to clause 8.2, on and from the date of this agreement, each party must not:
(a) make, express, transmit, speak, write, verbalise or otherwise communicate in any way (directly or indirectly, in any capacity or manner) any remark, comment, message, information, declaration, communication or other statement of any kind (whether verbal, in writing, electronically transferred or otherwise) that might reasonably be construed to be critical of, or derogatory or negative towards, any other party or any Representative of any other party; or
(b) cause, further, assist, solicit, encourage or knowingly permit any other person to do so, or support or participate in any other person doing so,
and must take all reasonable steps to prevent its Representatives from doing so.
8.2 Clause 8.1 shall not prohibit any party from making any statement or disclosure as required by law or court order, provided that such party must:
(a) promptly notify the other party in writing in advance of any such statement or disclosure, if reasonably practicable; and
(b) reasonably assist the other party in obtaining confidential treatment for, or avoiding or minimising the dissemination of, such statement or disclosure to the extent reasonably requested by any party.
9.1 The parties agree that all Relevant IP will be owned by, and vest in, the Provider.
Social Media and Website IP
9.2 Should the Client provide consent, whether verbally or in writing, to the Provider about the taking and use of photographs, images or videos of the Client, the Client hereby consents for such media to be shared on the Provider’s website or any of its social media platforms.
9.3 The Provider will not share any confidential information about the Client or the Client’s treatment, or such other information that the Client does not wish to share without their consent.
Assignment
9.4 The Client hereby assigns, transfers and conveys to the Provider all current and future right, title and interest in all Relevant IP and acknowledges that all future Relevant IP will vest in the Provider on and from creation.
Client’s duty to assist the Provider
9.5 The Client must do anything necessary, including executing any documents, for the purpose of effecting, perfecting and/or protecting the Provider’s title to any Relevant IP, in Australia or in such other countries as the Provider may require at its discretion.
Permitted use
9.6 The Client may not use or reproduce any Relevant IP or any other Intellectual Property Rights of the Provider or any of the Provider’s customers, clients or suppliers without the Provider’s prior written approval, except in the proper provision of the Services and performance of its duties under this agreement.
Disclosure of Relevant IP
9.7 The Client must immediately disclose in writing to the Provider any Intellectual Property Rights that the Client makes, develops or conceives that might reasonably be regarded as Relevant IP.
Non-infringement
9.8 In providing the Services, the Client must not infringe any rights in any Intellectual Property of any third parties and must not, without proper authorisation, make any use of, or bring into the Provider’s computer systems or onto the Provider’s premises, any Intellectual Property of any third party.
Indemnity
10.1 The Client shall have personal liability for, and hereby irrevocably indemnifies and covenants to hold the Provider harmless from and against, any and all Losses that may be suffered by the Provider and which arise, directly or indirectly, in connection with any breach of this agreement by the Client and/or any negligent or other tortious conduct in the provision of the Services.
Indemnities continuing
10.2 Each indemnity contained in this agreement is an additional, separate, independent and continuing obligation that survives the termination of this agreement despite any settlement of account or other occurrence and remains in full force and effect until all money owing, contingently or otherwise, under the relevant indemnity has been paid in full and no one indemnity limits the generality of any other indemnity.
Limitation of liability
10.3 To the maximum extent permitted by law, the Provider and its Representatives expressly:
(a) (Disclaimer of warranties) disclaim all conditions, representations and warranties (whether express or implied, statutory or otherwise) in relation to the Services, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Without limitation to the foregoing, the Provider and its Representatives make no representation, and provide no warranty or guarantee, that:
(i) the Client will achieve any particular results from the provision of the Services;
(ii) any particular individuals will perform the Services on behalf of the Provider; or
(iii) the Services will be:
(A) error-free or that errors or defects will be corrected; or
(B) meet the Client's requirements or expectations; and
(b) (Limitation of liability) limit their aggregate liability in respect of any and all Claims for any Losses that the Client and/or any of its Representatives may bring against the Provider under this agreement or otherwise in respect of the Services to the following remedies (the choice of which is to be at the Provider's sole discretion):
(i) re-supply of the Services;
(ii) payment of the costs of supply of the Services by a third party; or
(iii) the refund of any amounts paid by the Client to the Provider under this agreement in respect to the Services,
even if the Provider has been advised of the possibility of such Losses,
and the Client acknowledges and agrees that the Provider holds the benefit of this clause 10.3 for itself and as agent and trustee for and on behalf of each of its Representatives.
Force majeure
10.4 To the maximum extent permitted by law, the Provider and its Representatives expressly exclude liability for any damage and/or delay in the performance of any obligation of the Provider under this agreement where such damage or delay is caused by circumstances beyond the reasonable control of the Provider and the Provider shall be entitled to a reasonable extension of time for the performance of such obligations, and the Client acknowledges and agrees that the Provider holds the benefit of this clause 10.4 for itself and as agent and trustee for and on behalf of each of its Representatives.
Remedies for breach
10.5 Each party acknowledges and agrees that, in the event of any breach by the other party of the provisions of clause 7 (Confidentiality), clause 8 (Non-disparagement) or clause 9 (Intellectual Property) damages may not be an adequate remedy and the first-mentioned party may, in addition to any other remedies, obtain an injunction restraining any further violation by the other party and other equitable relief, without the necessity of showing actual damage and without any security being required, together with recovery of costs. Any Claims asserted by such other party against the first-mentioned party shall not constitute a defence in any such injunction action, application or motion.
Cancellation Policy
11.1 If the Client is unable to attend an appointment with the Provider, the Client must provide notice, by way of telephone message, to the Provider no later than twelve (12) hours prior to a scheduled appointment.
11.2 The Provider, in its sole discretion, may charge the Client the full amount of the Fees:
(a) when a cancellation or rescheduling request occurs within twelve (12) hours before an appointment; or
(b) in the absence the Client’s attendance.
Termination for breach
12.1 The Provider may terminate this agreement immediately by notice to the Client if an Event of Default occurs in respect of the Client, or if the Client commits any material or persistent breach of this agreement.
Effect of termination
12.2 In the event of any termination of this agreement in any circumstances and for any reason whatsoever:
(a) the Client will remain liable to pay all Charges accrued up to and including the date of termination, whether or not invoiced prior to the date of termination; and
(b) the Provider will send to the Client a final invoice for the balance of any unbilled Charges accrued up to and including the date of termination and clause 5 will apply in respect thereof.
Partially completed deliverables
12.3 Upon the cessation of the Provider’s engagement under this agreement, subject to payment of all outstanding Charges by the Client in accordance with the terms of this agreement, the Provider will deliver to the Client any and all partially completed deliverables that are included within the scope of the Services.
Ipso facto legislation
12.4 If any provision of this agreement is otherwise unenforceable by virtue of the operation of the Treasury Laws Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth), upon the occurrence of an Insolvency Event in respect of a particular party, notwithstanding any other provision of this agreement, to the maximum extent permitted by law:
(a) time is of the essence in respect of all obligations of that party under this agreement (whether falling due for performance before, upon or after the occurrence of that Insolvency Event); and
(b) any breach of this agreement by that party (whether occurring before, upon or after the occurrence of that Insolvency Event), however minor, will (alone or, severally, in combination with the occurrence of that Insolvency Event) be deemed to be a material breach of this agreement,
and, if any such material breach has occurred or occurs, the parties acknowledge and agree that such provision will instead be enforceable by virtue of the occurrence of that material breach.
Accrued rights
12.5 Termination of this agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination.
Survival
12.6 The obligations of the parties under clause 7 (Confidentiality), clause 8 (Non-disparagement), clause 9 (Intellectual Property), clause 10 (Liability and remedies) and this clause 11 will survive the termination of this agreement.
13.1 A notice given to a party under this agreement must be:
(a) in writing in English;
(b) sent to the address, fax number or email address of the relevant party as set out in the list of parties that starts on page 3 of this agreement (or such other address, fax number or email address as the relevant party may notify to the other party from time to time); and
(c) delivered/sent either:
(i) personally;
(ii) by commercial courier;
(iii) by pre-paid post;
(iv) if the notice is to be served by post outside the country from which it is sent, by airmail;
(v) by e-mail.
13.2 A notice is deemed to have been received:
(a) if delivered personally, at the time of delivery;
(b) if delivered by commercial courier, at the time of signature of the courier’s receipt;
(c) if sent by pre-paid post, 48 hours from the date of posting;
(d) if sent by airmail, five days after the date of posting;
(e) if sent by e-mail, 4 hours after the sent time (as recorded on the sender’s e-mail server), unless the sender receives a notice from the party’s email server or internet service provider that the message has not been delivered to the party,
except that, if such deemed receipt is not within business hours (meaning 9:00 am to 5:30 pm on a Business Day), the notice will be deemed to have been received at the next commencement of business hours in the place of deemed receipt.
13.3 To prove service, it is sufficient to prove that:
(a) in the case of post – that the envelope containing the notice was properly addressed and posted;
(b) in the case of email – the email was transmitted to the party’s email server or internet service provider.
14.1 Each party must (at its own expense, unless otherwise provided in this agreement) promptly execute and deliver all such documents, and do all such things, as any other party may from time to time reasonably require for the purpose of giving full effect to the provisions of this agreement.
Third parties
14.2 This agreement is made for the benefit of the parties to it and their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
Costs
14.3 All costs and expenses in connection with the negotiation, preparation and execution of this agreement, and any other agreements or documents entered into or signed pursuant to this agreement, will be borne by the party that incurred the costs.
Entire agreement
14.4 This agreement contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to this agreement other than those expressly stated in it or necessarily implied by statute.
Severability
14.5 If a provision of this agreement is invalid or unenforceable in a jurisdiction:
(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and
(b) that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.
No waiver
14.6 No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under this agreement will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under this agreement.
Amendment
14.7 This agreement may not be varied except by written instrument executed by all of the parties.
Assignment
14.8 A party must not assign or otherwise transfer, create any charge, trust or other interest in, or otherwise deal in any other way with, any of its rights under this agreement without the prior written consent of the other party.
Counterparts
14.9 This agreement may be executed in any number of counterparts, each of which is an original and which together will have the same effect as if each party had signed the same document.
Electronic exchange
14.10 Delivery of an executed counterpart of this agreement by facsimile, or by email in PDF or other image format, will be equally effective as delivery of an original signed hard copy of that counterpart.
14.11 If a party delivers an executed counterpart of this agreement under clause 14.10:
(a) it must also deliver an original signed hard copy of that counterpart, but failure to do so will not affect the validity, enforceability or binding effect of this agreement; and
(b) in any legal proceedings relating to this agreement, each party waives the right to raise any defence based upon any such failure.
Governing law and jurisdiction
14.12 This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of South Australia, Australia.
14.13 The parties irrevocably agree that the courts of South Australia, Australia have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this agreement or its subject matter or formation (including non-contractual disputes or claims).
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Schedule 1 | Standard and duties
The Provider will, in providing the Services:
