eduLAB Pty. Ltd, ABN 79 629 762 689, is a company registered in Australia at Level 14, 309 Kent Street, Sydney NSW 2000, Australia. eduLAB specialises in the supply of virtual computer labs for educational and training purposes. If you do not agree to the Terms and Conditions, you do not have the right to access the products and services of eduLAB Pty. Ltd.
This agreement may be changed at any time. When it is changed, your contract is not changed. The version provided by eduLAB Pty Ltd at the time the Customer entered into the service agreement with eduLAB Pty. Ltd continues to be valid. The new version is valid for any new projects commenced with a customer.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context indicates otherwise, the following words shall have the following meanings:
1.1.1 “Service” means the eduLAB platform offered by the Service Provider that the User and/or Customer use. The Service is further detailed in the original order form obtained/received by the Customer prior to the commencement of the agreement.
1.1.2 “Service Provider” means the organisation that provides eduLAB products and services that the User uses.
1.1.3 “User(s)” means a person/an individual who uses the Service with the Customer’s knowledge, authorisation or permission.
1.1.4 “Customer” means the education institution is placing an order to use eduLAB products and services for educational purposes.
1.1.5 “Agreement” means this Service Agreement.
1.1.6 “Unit Commencement Date” means the date in which the Customer agrees to begin offering the unit.
1.1.7 “Unit End Date” means the date in which the term for the purchased unit ends. The duration of a term shall not exceed 3 months.
1.1.8 The “Add-ons” refers to any additional software product eduLAB assisted the Customer to purchase through the Service Provider.
1.1.9 “Claim” includes any demand, claim, action, proceeding, loss (including consequential loss), damages, costs, expenses, requisition objection, alleged right of indemnity incurred or suffered by, or brought or made or recovered against a matter, no matter how arising (whether or not presently ascertained) in the immediate future or contingent (whether criminal or civil, in contract, tort or otherwise).
1.1.10 ASQA refers to the Australian Skills Quality Authority
1.1.11 TEQSA refers to Tertiary Education Quality and Standard Agency
1.1.12 “Confidential Information” refers to the items one Party to this Agreement (“Discloser”) discloses to the other (“Recipient”) and means all information in whatsoever form:
18.104.22.168 that is marked or identified as “Confidential”, “Secret”, “Not to be Disclosed” or “Private”;
22.214.171.124 which the Discloser orally designates as “Confidential” at the time of disclosure provided Discloser confirms such designation in writing within seven (7) calendar days;
126.96.36.199 is non-public, sensitive information disclosed by Discloser;
188.8.131.52 the Recipient Party knows or ought to know is confidential; and
184.108.40.206 includes but is not limited to Intellectual Property Rights, trade secrets, ideas, concepts, know-how and marketing information such as customer lists, financial information and business plans. But it does not include any information which prior to the date of this Agreement was lawfully in the public domain or which the Discloser has published, circulated or announced publicly or was developed by the Recipient independently of the Discloser.
1.1.13 “Customer Data” means any data submitted, stored, sent or received via the Platform by the Customer, or any User.
1.1.14 “GST Law” means the same as defined in the A New Tax System (Goods and Platform Tax) Act 1999 (Cth).
1.1.15 “Intellectual Property (Rights)” means any intellectual property including all copyright, patents, trademarks, design rights, trade secrets, circuit layouts, domain names, knowhow and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.
1.1.16 “Law” includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced.
1.1.17 “Liability” means any debt, obligation, cost (including legal costs, deductibles or increased premiums), expense, loss, damage, compensation, charge or liability of any kind, including those arising from third party claims, those that are prospective or contingent and those the amount of which is not ascertained or ascertainable, and whether arising under breach of contract, in tort (including negligence), restitution, pursuant to statute or otherwise at law or in equity.
1.1.18 “Loss” means any cost, expense, loss, damage or liability whether direct, indirect or consequential (including pure economic loss), present or future, ascertained or unascertained, actual, prospective or contingent, or any fine or penalty and includes legal costs.
1.1.19 “Party” means a party to this Agreement.
1.1.20 “Personal Information” means information about an individual whose identity is apparent or can reasonably be ascertained from that information.
1.1.21 “Privacy Laws” means the Privacy Act 1988 (Cth) and the Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and the EU General Data Protection Regulation (GDPR).
1.1.22 “Tax Invoice” means an invoice that is GST compliant.
1.1.23 “Work” means any literary, dramatic, musical or artistic work of eduLAB pursuant to Part III of the Copyright Act 1968 (Cth) and any Part IV subject matter such as cine-films, sound recordings, publications, television broadcasts including any rights in performances.
1.2 In this Agreement unless the context otherwise requires:
1.2.1 the singular includes the plural and vice versa;
1.2.2 a reference to an individual person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
1.2.3 a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to this document and references to this document include any such recital, clause, schedule, annexure or exhibit;
1.2.4 a recital, schedule, annexure or a description of the Parties forms part of this document;
1.2.5 a reference to any Party to this document or any other document or arrangement includes that Party’s executors, administrators, substitutes, successors and permitted assigns;
1.2.6 where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
1.2.7 a reference to “dollars” or “$” is to Australian currency;
1.2.8 a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
1.2.9 headings are for convenience and reference only and do not affect interpretation.
2.1 eduLAB agrees to supply the Platform to a Customer in accordance with the Terms and Conditions of this Agreement.
2.2 A Customer’s access to and use of the Platform is limited only to those Users that are provided with unique login details and is non-transferable.
2.3 The relationship between the Parties is that of principal and independent contractor.
2.4 This Agreement does not create a partnership, franchise, agency, joint venture, fiduciary or employment relationship between the Parties.
3.1 The Agreement commences when the Agreement is signed by both Parties. The Agreement term ends on the last Unit End Date identified in the Agreement.
4.1 The Customer will pay eduLAB the Fees in accordance with the Schedule.
4.2 The Master Lab Setup Fee applies to every new lab as per the fee schedule unless the Customer designs the master lab.
4.3 eduLAB reserves the right to vary the Fees at any time. eduLAB will provide the Customer with notice of any variation to the Fees.
5.1 The Master Lab Setup Fee will be invoiced prior to the design service is arranged.
5.2 The Master Lab Setup service will be scheduled and implemented after the payment is made.
5.3 The Master Lab Setup Fee is not applicable when Customer designs the master lab for the initial deployment.
5.4 The lab cost per user per lab will be consolidated monthly and billed to Customers by the 15th in the following month.
5.5 The Customer must pay the Fees specified in eduLAB’s Tax Invoice within 7 days from the invoice date to gain access and continue to use eduLAB services.
5.6 Non-payment of fees will incur the suspension of the lab services for deployed users.
5.7 eduLAB will provide the Customer with Tax Invoices in accordance with GST Law.
6. CANCELLATION AND REFUND
6.1 There is no refund of fees when labs are accessed by the User.
6.2 The cancellation of the eduLAB order can be made prior to the Master Lab Setup service has not been scheduled and delivered. In this case, a full refund of paid Master Lab Setup Fees will be made to the Customer.
6.3 The refund request can only be made by the legal representative of the Customer by completing the Refund Request Form.
6.4 Except as required by Australian Consumer Law, the Fees paid by the Customer are final and non-refundable. eduLAB will only offer a refund of the Fees if eduLAB is unable to facilitate the lab the Customer ordered and paid for.
7. SERVICE PROVIDER’S RESPONSIBILITIES
7.1 eduLAB will perform the Services in a professional, competent and diligent way.
7.2 eduLAB will make reasonable efforts to ensure that the eduLAB Platform is maintained and that new releases or updates are integrated to the Platform outside of business hours.
8. CUSTOMER’S RESPONSIBILITIES
8.1 The Customer must use the Platform in accordance with the Terms and Conditions of this Agreement and any applicable Laws and, the customer is responsible to obey with each software agreement used and installed in the customer’s eduLAB environment.
8.2 The Customer shall be responsible for all Users that access the Platform, including for protecting the confidentiality of User Login Information including any passwords (“Login Information”) and applications used.
8.3 Use of a User’s Login Information by any other person may result in the immediate cancellation of the Services. The Customer must notify eduLAB immediately of any unauthorised use of Login Information or any breach of security of which the Customer is aware. eduLAB will not be liable for any loss or damage arising from the Customer’s failure to comply with their responsibilities under this section.
8.4 The Customer will not use the Platform in connection with any commercial endeavours except for the purposes specifically endorsed or approved by eduLAB.
8.5 The Customer will not use the Platform for any illegal or unauthorised use which includes collecting email addresses by electronic or other means for the purpose of sending unsolicited email or unauthorised framing or linking. eduLAB may remove from the Platform commercial advertisements, affiliate links and other forms of solicitation without notice to the Customer and the Customer agrees that any automated use of the Platform is prohibited.
8.6 The Customer ensures that the payment information provided to eduLAB is accurate, current and is in the name of the Customer, or that the Customer has authorisation to use the payment information of another person for Fees. The Customer agrees that where a request for the payment of the Fees is returned or denied for whatever reason, the Customer is liable for any costs of that transaction including banking fees and charges associated with the return or denied payment.
8.7 The Customer must provide assistance and information to eduLAB in a timely manner as reasonably required by eduLAB, in order to facilitate its obligations in sufficient time under this Agreement.
8.8 The Customer is solely responsible for the accuracy of the information that the Customer submits in relation to Login Information. If the Login Information changes, the Customer must promptly update the Login Information to reflect those changes. The Customer is responsible for maintaining, protecting and making backups of Login Information and eduLAB will not be liable for any failure by the Customer to store and update Login Information, or for any loss of or corruption of the Login Information.
8.9 The Customer must notify eduLAB immediately in writing if:
(a) there are any changes in the number of Users using the Platform; or
(b) if the Customer wishes to change or update the details of a User.
9. USE OF THE PLATFORM
9.1 The Customer agrees that use of the Platform is for educational and personal use only and must not be used for commercial purposes. The Customer must not sell, licence, sub-license, rent, resell, reproduce, duplicate or exploit the Platform for any commercial purpose.
9.2 The Customer acknowledges that a stable Internet connection is required to access and use the Platform.
9.3 The Customer must use compatible devices and software to use and access the Platform.
9.4 The Customer must ensure that Users know of the Customer obligations under this Agreement including the Customer’s responsibility to maintain the security of Login Information.
10. AVAILABILITY OF PLATFORM AND PENALTIES
10.1 The eduLAB Platform is guaranteed to have 99.9% uptime availability, except for periods of scheduled downtime.
10.2 The Customer acknowledges that scheduled downtime to the Platform may affect the availability or functioning of the Platform.
10.3 The Customer agrees that during unscheduled and unexpected downtime, the Platform may be inaccessible or partly disabled for any reason, including without limitation due to malfunctions, repair or because of a network interruption or failure.
10.4 The Customer agrees that eduLAB will not be held liable or responsible for any interruption to the availability of the Platform, except as provided for in this Agreement.
11. CUSTOMER DATA AND PRIVACY
11.1 The Parties agree to comply with all applicable Law governing:
11.1.1 data protection, and
11.1.2 practices and procedures to protect Personal Information in accordance with the Privacy Laws.
11.2 The Customer agrees that it is responsible and liable for any Customer Data (including data uploaded by Users) that is uploaded or otherwise transmitted via the Platform.
11.3 The Customer grants to eduLAB a limited, non-exclusive, royalty-free right and irrevocable licence to:
11.3.1 use, copy, display, perform, distribute, disseminate, transmit, translate, edit, cache and create derivative works of the Customer Data and,
11.3.2 use the Customer Data for the research, development and data analytics of its Services.
11.4 The Customer agrees and warrants that:
11.4.1 The Customer is the sole and exclusive owner of all the Customer Data made available through the Platform, whether by a User or the Customer and otherwise has all rights, licenses, permissions, consents and releases and approvals necessary to grant to eduLAB a licence to use the Customer Data pursuant to clause 9.4;
11.4.2 the posting, uploading, publication, submission or transmittal of the Customer Data or eduLAB’s use of the Customer Data (or any portion thereof) on, through or by means of the Platform or otherwise will not infringe, misappropriate or violate a third party’s Intellectual Property Rights, or result in the violation of any applicable law (including Privacy Laws).
11.5 The Customer is responsible for creating backups of Customer Data. eduLAB may in its sole discretion, delete or remove the Customer Data that breaches the Terms and Conditions of this Agreement or the Terms and Conditions of any third-party software components. eduLAB will not be liable for any loss or corruption of the Customer Data, or for any costs associated with backing-up or restoring the Customer Data.
12. INTELLECTUAL PROPERTY
12.1 The Works (‘Copyright Material’) in the Platform are subject to copyright and owned by the copyright owner. The Copyright Material on the Platform is protected by copyright under the laws of Australia and through international treaties.
12.2 Except for third-party software components, all rights (including copyright) in the Services and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, software, code, scripts, design elements and interactive features) are owned or controlled by eduLAB.
12.3 All trademarks, service marks and trade names are owned, registered or licensed by eduLAB who grants to the Customer a worldwide, non-exclusive, royalty-free, revocable license to:
12.3.1 use the Platform pursuant to these Terms and Conditions;
12.3.2 copy and store the Platform and the material contained in the Platform in the Customer’s electronic device’s cache memory; and
12.3.3 print pages from the Platform for the Customer’s non-commercial use.
The license operates for the Customer to electronically access and use the Services solely for the supply and purchase of the Services through the Platform, in accordance with the Terms and Conditions. eduLAB may terminate this licence at any time, if the Customer uses the Platform or the Services, except as permitted by these Terms and Conditions.
12.4 eduLAB does not grant the Customer any other rights whatsoever in relation to the Platform or the Services. All other rights are expressly reserved by eduLAB.
12.5 eduLAB retains all rights, title and interest in and to the Platform and all related Services. Nothing the Customer does on or in relation to the Platform will transfer any:
12.5.1 business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright; or
12.5.2 a right to use or exploit a business name, trading name, domain name, trade mark or industrial design; or
12.5.3 a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process).
12.6 The Customer/Client may not, without the prior written permission of eduLAB and the permission of any other relevant rights owners, broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Platform or third-party software components for any purpose, unless otherwise provided by these Terms and Conditions. This prohibition does not extend to materials on the Platform which are marked freely available for re-use or are in the public domain.
12.7 The Platform and its content may not be copied, reproduced, publicly displayed, translated or distributed in any way (including mirroring) to any other computer, server, website or other medium for publication or distribution, without eduLAB’s express prior written consent.
13. WARRANTIES AND REPRESENTATIONS
13.1 eduLAB makes no representations or warranties of any kind, express or implied, concerning the Platform or the third-party software components.
13.2 The Platform is provided for the specified Services only. The Customer acknowledges that specific results cannot be guaranteed. It is the Customer’s sole responsibility to determine that the Platform or any part of the Platform, meets its needs or is otherwise suitable for the purposes for which the Platform is used.
13.3 To the maximum extent permitted by law, eduLAB makes no representation, provides no express warranty or guarantee, and excludes all Liability and any implied warranties (whether implied by statute or otherwise) relating to the supply of the Platform or the accuracy of any system, program or any other information, representation or thing depicted on or associated with the Platform.
13.4 eduLAB makes no warranties or representations regarding the Platform, or that the Platform will be uninterrupted or error-free and assumes no liability or responsibility for any:
13.4.1 errors, defects, mistakes, or inaccuracies of content;
13.4.2 unauthorised access to or use of the Platform servers, and any Personal Information or financial information stored therein;
13.4.3 interruption or cessation of transmission to or from the Platform;
13.4.4 bugs, viruses, harmful components, trojan horses, or the like which may be transmitted to or through the Platform by any third party (including third-party software components);
13.4.5 errors or omissions in any data or content or for any loss or damage of any kind incurred because of the use of any content posted, emailed, transmitted, or otherwise made available via the Platform;
13.4.6 human action or inaction of any computer system, phone line, hardware, software or program malfunctions, or any other errors, failures or delays in computer transmissions or network connections through the Customer’s access to or use of the Platform;
13.4.7 quality, accuracy, completeness and validity of any information or materials in connection with the Platform.
13.5 eduLAB does not warrant that the Platform will meet the Customer’s requirements or that transmissions or the Customer’s Data will be secure.
13.6 Each Party warrants that:
13.6.1 it has been duly organised, properly registered as a legal entity and is validly existing under the laws of the jurisdiction of its organisation;
13.6.2 it has full power to enter into and perform its obligations under this Agreement and has taken all necessary corporate and other action to approve and authorise the transactions contemplated by this Agreement;
13.6.3 this Agreement constitutes its valid and binding obligations enforceable in accordance with its Terms and Conditions; and
13.6.4 all relevant consents (if any) to its entering into this Agreement have been obtained and neither the entering into nor the performance by it of its obligations under this Agreement will constitute or result in any breach of any contractual or legal restriction binding on it.
13.7 The Parties warrant that:
13.7.1 they have read and understood this Agreement, and
13.7.2 they have obtained such legal advice as they consider necessary to understand their obligations under this Agreement.
14. LIMITATION OF LIABILITY
14.1 To the extent permissible at law, eduLAB is not liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, any Claims or Losses for loss of use, data (including Customer Data) or profits, arising out of or in any way connected with the provision of or failure to provide the Platform whether based on the Terms and Conditions of this Agreement, negligence, strict liability or otherwise.
14.2 This Agreement is to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible eduLAB limits its liability as follows, at eduLAB’s option:
14.2.1 for any claims relating to this Agreement to the Fees payable under this Agreement for the preceding two (2) months;
14.2.2 in the case of products including any digital products (a) the replacement of the products or the supply of equivalent products; (b) the repair of the products; (c) the payment of the cost of replacing the products or of acquiring equivalent products or (d) the payment of having the products repaired;
14.2.3 in the case of services, the supply of the services again or the payment of the cost of having the services supplied again.
14.3 This clause survives the termination or expiry of this Agreement for whatever reason.
15.1 The Customer agrees to indemnify eduLAB, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
15.1.1 all liability, claims, losses, damages, expenses and costs (including own solicitor’s costs) caused by or arising out of or in connection with Customer Data;
15.1.2 any direct or indirect consequences of the Customer or User accessing, using or transacting on the Platform or attempts to do so;
15.1.3 any dealings between the Customer and Users or other third-party (including third-party software components);
15.1.4 any failure or omission, whether negligent or otherwise, of the Customer to observe the Terms and Conditions of this Agreement or any terms and conditions of third-party software components.
15.2 This clause survives the termination or expiry of this Agreement for whatever reason.
16.1 This Agreement will continue to apply unless terminated by either eduLAB or the Customer as set out below.
16.2 This Agreement will automatically terminate on the last Unit End Date identified in this Agreement.
16.3 The Customer or eduLAB may terminate this Agreement by notifying the other Party in writing at least four (4) weeks prior to the end of the last Unit End Date.
16.4 eduLAB may at any time terminate this Agreement with the Customer if:
16.4.1 the Customer (or User) has breached any provision of this Agreement;
16.4.2 eduLAB is of the view that the Customer is making unauthorised or improper use of the Platform;
16.4.3 eduLAB is required to do so by law;
16.4.4 The Customer defaults on payment of Fees and such default is not rectified within 28 days of notice.
16.5 eduLAB in its sole discretion reserves the right to discontinue the Platform at any time and may suspend or deny the Customer’s access to all or any portion of the Platform without notice if the Customer’s conduct impacts eduLAB’s name or reputation or violates the rights of any other party.
17. TERMINATION CONSEQUENCES
17.1 Termination of this Agreement will not affect any other accrued rights or remedies of a Party.
17.2 Except as required by Law, any Fees paid by the Customer are final and non-refundable.
18. DISPUTE RESOLUTION
18.1 If a dispute arises out of or relates to this Agreement, neither Party may commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought):
18.1.1 Compulsory process. A Party shall not start arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement (Dispute) unless it has complied with this clause.
18.1.2 Notification. A Party claiming that a Dispute has arisen shall notify each other Party to the Dispute giving details of the Dispute.
18.1.3 Initial period – efforts to resolve the Dispute. During the 90-calendar day period after a notice is given, (or longer period agreed in writing by the parties to the Dispute -Initial Period) each Party to the Dispute (Disputant) covenants with the other to cooperate and take all reasonable steps necessary to attempt to resolve the Dispute.
18.1.4 Confidentiality. All communications concerning negotiations made by the Disputants arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of the applicable law of evidence.
220.127.116.11 Mediation. If the Disputants are unable to resolve the Dispute within the Initial Period, each Disputant agrees that the Dispute must be referred for mediation, at the request of any Disputant, to:
18.104.22.168.1 A mediator agreed on by the Disputants; or
22.214.171.124.2 If the Disputants are unable to agree on a mediator within seven days after the end of the Initial Period, request that an appropriate mediator be appointed by a person appointed by the Chair of Resolution Institute (ACN 008 651 232), or the Chair’s designated representative and the Resolution Institute Mediation Rules shall apply to the mediation.
18.1.5 Role of a mediator. The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a Disputant unless that Disputant has so agreed in writing.
18.1.6 Information. Any information or documents disclosed by a Disputant under this clause must be kept confidential and may not be used except to attempt to resolve the Dispute.
18.1.7 Costs of mediation. Each Disputant must pay its own costs. The Disputants must pay equally the costs of any mediator engaged.
18.1.8 Location, timing and attendance. The mediation will be held in Sydney, Australia, within 30 days after expiry of the Initial Period. Each Disputant agrees to attend the mediation by a representative having full authority to resolve the dispute. At the mediation, each Disputant may be represented by one or more legal representatives.
18.1.9 Failure to resolve. If the dispute fails to resolve at mediation or if one of the Disputants fails or refuses to attend the mediation, the mediator will be requested to inform each Disputant in writing that the mediation has been terminated without resolution (Mediation Termination Notice). Upon receipt of the Mediation Termination Notice, the dispute resolution process will be terminated. A Party to a dispute will only be entitled to pursue other remedies available to it at law or otherwise, after receipt of the Mediation Termination Notice.
Both Parties agree to keep the Confidential Information of the other Party confidential and to use such information only for the purposes of performance of their respective obligations under this Agreement.
20.1 Entire Agreement. This Agreement embodies the entire understanding and agreement between the Parties as to the subject matter of this Agreement.
20.2 Relationship. Nothing in this Agreement will constitute or be deemed to constitute a partnership, joint venture or agency between the Parties.
20.3 Severability. If any part or provision of the Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision.
20.4 Force Majeure. Notwithstanding any other provision of this Agreement, no Party need act if it is impossible to act due to force majeure, meaning any cause beyond its control (including war, riot, natural disaster or law taking effect after the date of this Agreement).
20.5 Waiver. If either Party waives any breach of the terms of this Agreement, this will not constitute a waiver of any other breach. No waiver of any right or remedy will be effective unless in writing.
20.6 Implied Terms. Any implied term under the law that can be excluded is expressly excluded, and no term is to be implied as being a term of this Agreement unless by law it cannot be excluded.
20.7 Assignment. Neither Party may assign or transfer any rights to any other person without the other Party’s prior written consent, which shall not be unreasonably withheld.
20.8 Amendment. This Agreement may only be varied in writing by the Parties.
20.9 Joint and several. Any term warranty representation or obligation which binds or benefits two or more persons under this Agreement binds or benefits those persons jointly and separately.
20.10 Further assurance. Each Party must promptly execute all documents and do all things that another Party from time to time reasonably requests to effect, perfect or complete this Agreement and all transactions incidental to it.
20.11 Legal costs. The Parties must each pay their own costs and other expenses relating directly or indirectly to the negotiation, preparation and execution of this Agreement and all documents incidental to it.
20.12 Successors and assigns. A person includes the trustee, executor, administrator, successor in title and assign of that person. This clause must not be construed as permitting a Party to assign any right or obligation under this Agreement other than as provided in this Agreement.
20.13 Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of New South Wales and, the Parties hereby submit to the non-exclusive jurisdiction of the courts of New South Wales in relation to any claim or matter arising from or in connection to this Agreement.
20.14 Counterparts. This document may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.