Terms of Service

1. Application of these Terms

1.1 This Agreement constitutes all the terms and conditions on which the User can use the Platform and access the Services. These terms and conditions form a binding legal agreement between the User and Goheadhunt Pty Ltd (ACN 646 868 608) (Goheadhunt).

1.2 This Agreement commences on the User’s first use of the Platform and continues for as long as the User uses the Platform until this Agreement is terminated.

2. Definitions and interpretation

2.1 Definitions

In this Agreement, unless the context requires otherwise:

Agreement or User Agreement means this agreement together with any schedules and annexures and any subsequent written variation(s) signed by the Parties.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Australia.

Candidate means a User of the Platform that has signed up as a candidate on the Platform.

Commencement Date means the date that the User signs up to the Platform.

Confidential Information means:

(a) the terms of this Agreement and its subject matter;
(b) any information of Goheadhunt which is designated by Goheadhunt as confidential or of a confidential or sensitive nature, which is marked or denoted as confidential or which a reasonable person to whom that information is disclosed or to whose knowledge the information comes would consider confidential;
(c) any information which is disclosed by Goheadhunt to the User, directly or indirectly, or otherwise comes to the knowledge of that party in relation to or in connection with this Agreement, whether that information is in oral, visual, or written form or is recorded or embodied in any other medium.

Corporations Act means the Corporations Act 2001 (Cth).

Employer means a User of the Platform that has signed up as an employer on the platform.

GST Law means the definition given to that term in the A New Tax System (Goods & Services Tax) Act 1999 (Cth).

Insolvency Event means the occurrence of any one or more of the following events in relation to a Party:

(a) it is insolvent as defined by section 95A of the Corporations Act as disclosed in its accounts or otherwise, states that it is insolvent, is presumed to be insolvent under an applicable law (including under section 459C (2) or section 585 of the Corporations Act) or otherwise is, or states that it is, unable to pay all its debts as and when they become due and payable;
(b) any step is taken to appoint a receiver, a receiver and manager, a liquidator or a provisional liquidator or other like person to it or any of its assets, operations, or business;
(c) an administrator is appointed to it under sections 436A, 436B or 436C of the Corporations Act;
(d) a controller (as defined in section 9 of the Corporations Act) is appointed to it or any of its assets;
(e) an application is made to a court for an order, or an order is made, that it be wound up, declared bankrupt or that a provisional liquidator, receiver or receiver and manager be appointed, and that application is not withdrawn, struck out or dismissed within 15 Business Days of it being made;
(f) any step is taken to enter into an arrangement or composition with one or more of its creditors, or an assignment for the benefit of one or more of its creditors;
(g) it proposes a winding-up, dissolution or reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors;
(h) it is taken to have failed to comply with a statutory demand under section 459F (1) of the Corporations Act;
(i) a notice is issued under section 601AA or section 601AB of the Corporations Act [and not withdrawn or dismissed within 15 Business Days;
(j) a writ of execution for its property which is not dismissed within 15 Business Days;
(k) it ceases to carry on business or threatens to do so, other than in accordance with the terms of this Agreement; or

anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the events set out in the above paragraphs of this definition.

Intellectual Property means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs and unregistered designs, rights to use, and protect the confidentiality of, confidential information (including know-how, trade secrets, and datasets), technology and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now or in the future, anywhere in the world.

Moral Rights means the rights conferred by Part IX of the Copyright Act 1968 (Cth) and any similar rights existing or that may come to exist anywhere in the world, including:

(a) a right of attribution of authorship;
(b) a right not to have authorship falsely attributed; and
(c) a right of integrity.

Party means the User or Goheadhunt and Parties means them both.

Personnel means an employee, director, officer, agent, representative, contractor, or sub-contractor of a party.

Platform means the Goheadhunt website or application (including any mobile application) provided to the User.

Platform Terms means this Agreement.

Services mean the services provided by Goheadhunt to the Users with respect to the Platform, as set out in clause 3.

Term has the meaning set out in clause 1.2.

User means a user of the Platform and includes Employers and Candidates.

User Content means Intellectual Property owned by or licenced to the User, including information and data provided to Goheadhunt by the User, including information related to the User and description of Quote.

1.2 Interpretation

In this Agreement, unless the context requires otherwise:

(a) words in the singular include the plural and vice versa;
(b) headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this Agreement;
(c) a reference to a clause, paragraph, schedule, or annexure is a reference to a clause, paragraph, schedule, or annexure, as the case may be, of this Agreement;
(d) if any act which must be done under this Agreement is to be done on a day that is not a Business Day, then the act must be done on or by the next Business Day;
(e) a reference to any legislation includes subordinate legislation and all amendments, consolidations, or replacements from time to time;
(f) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity;
(g) the words “includes” and “including” or words of similar effect are not words of limitation;
(h) no clause of this Agreement shall be interpreted to the disadvantage of a party merely because that party drafted the clause or would otherwise benefit from it;
(i) a reference to a party includes the party’s successors, assigns and persons substituted by novation;
(j) a reference to a covenant, obligation, or agreement of two or more persons binds or benefits them jointly and severally;
(k) a reference to time and date is to local time and dates in Victoria, Australia; and
(l) unless specified otherwise, a reference to “$” or “dollars” refers to Australian dollars.

2. Services

2.1 Subject to the User’s compliance with this Agreement, Goheadhunt will:

(a) provide the Services to the User on the terms of this Agreement; and
(b) grant the User a licence to use the Platform during the Term.

2.2 Subject to the User’s compliance with this Agreement, the Platform will enable the User to:

(a) access recruitment services;
(b) communicate with Employers or Candidates in relation to recruitment services (Chat);
(c) if the User is a Candidate:
- (i) create an online profile through a digital form (eResume);
- (ii) nominate professional/personal references whom Employers can then confidentially contact and communicate with via the Platform;
- (iii) upload documents, including but not limited to certificates and transcripts from educational institutions, resumes, cover letters and portfolios of work;
- (iv) specify preferences for employment roles and locations; and
- (v) attend virtual interviews;
(d) if the User is an Employer:
- (i) add additional Users from the same Employer organisation provided that the Employer maintains and ensures the currency, accuracy and completeness of that and all other information uploaded onto the Platform;
- (ii) search for Candidates;
- (iii) watch pre-recorded interviews by Candidates;
- (iv) evaluate Candidates using evaluation forms;
- (v) check references and other material submitted by Candidates; and
- (vi) generate shortlists of Candidates to obtain Candidates’ contact information.

2.3 The User acknowledges and agrees that:

(a) Goheadhunt merely provides the Platform to facilitate and enable the performance of the Services;
(b) Goheadhunt does not guarantee the legality, authenticity or bona fides of Users on the Platform, or the accuracy of the content submitted to the Platform by Users;
(c) the Users are solely liable and responsible for any agreements or arrangements between Candidates and Employers arranged via the Platform or as a result of or in connection with the Services; and
(d) Goheadhunt is not party to any agreements, arrangements, undertakings or offers between the Candidate and Employer, nor is Goheadhunt an agent or provider of recruitment or related or similar services itself.

2.4 The Employer User agrees that Goheadhunt may disclose to any third party the existence of this agreement and any arrangements between the Employer User and Goheadhunt including to other prospective Employer Users, prospective Candidates, investors and advisors and any other party deemed appropriate by Goheadhunt. The Employer User agrees that such disclosure may be made via the Goheadhunt website, in investor documents, marketing materials and social media platforms. The Employer User grants Goheadhunt a royalty free, irrevocable, worldwide licence to use the Employer User branding and trademarks for the purposes described in this clause subject to Goheadhunt first providing notification to the Employer User of each instance of use.

3. User accounts

3.1 To access and use the Services, the User must register for either a Candidate or Employer user account as relevant.
3.2 The User agrees that it is solely responsible for maintaining the confidentiality of its account details, including its password. When the User registers an account with us, please note that its Personal Information will be accessible by us.
3.3 The User acknowledges and agrees that specified User Content provided by Employee Users to Goheadhunt will be accessible by Employer Users of the Services under and accordance with this Agreement and within the access parameters selected by the relevant Candidate User through the Platform.
3.4 Goheadhunt reserves and retains the right at any time and from-time-to-time to screen and verify the User, its business, identity and compliance in its sole discretion. The User agrees to submit to such screening and verification, and to provide to Goheadhunt at the User’s cost, immediately upon request, complete, accurate and current information confirming its identity and eligibility to use the Services, including company records, permits, approvals, copies of photo identification (such as drivers licence and passport) or other identifying documentation.
3.5 The User understands that Goheadhunt may, in its absolute discretion, investigate, take legal action, suspend part or all of the Services, terminate or cancel its access to the Services and/or its account, at any time, including if Goheadhunt has reasonable grounds to consider that the User has violated these Terms or is likely to do so.

4. Compliance

4.1 The User acknowledges and agrees that its details, as set out in clauses 5.1 and 6.1 below, will be listed publicly on the Platform. The Candidate retains the right to hide its eResume from view by Employers, pursuant to clause 5.4.
4.2 Goheadhunt reserves the right to reject the User from creating or maintaining a profile on the Platform and/or to remove the User from being listed on the Platform if it considers it has a reasonable basis for doing so. Goheadhunt may elect to notify the User that is has taken such action, but it is under no obligation to do so.
4.3 The User acknowledges and agrees that:
- (a) Goheadhunt is solely a platform for finding and connecting Employers and Candidates; and
- (b) Goheadhunt makes no guarantee as to the currency, accuracy, and completeness of any of the information provided by either the Employer or the Candidate on the Platform.

5. Candidate Obligations

5.1 The Candidate agrees to provide Goheadhunt with all necessary and appropriate, and current, accurate and complete information required from time-to-time by Goheadhunt to list and maintain the Candidate on the Platform, including but not limited to the Candidate’s:
(a) full name;
(b) contact email address;
(c) contact phone number;
(d) city, state and country of address; and
(e) citizenship/visa status.
(f) date of birth;
(g) gender identification;
(h) special assistance requirements;
(i) work experience;
(j) education;
(k) references;
(l) certification(s);
(m) languages and written or verbal proficiency in such languages;
(n) technical and writing skills; and
(o) communication and interpersonal skills.
5.2 The Candidate must ensure that the information it lists on the Platform is up to date, accurate, free from error, appropriate for provision via the Platform and comply with all Go headhunt’s policies from time to time.
5.3 The Candidate acknowledges and agrees that by creating an eResume, the eResume will be published on the Platform and accessible for viewing by Employers.
5.4 The Candidate may elect to hide their eResume from view by specific Employers (Excluded Employers) on the Platform. Any such election remains anonymous to the Excluded Employers.
5.5 The Candidate agrees that it is solely liable for the content and representations made in the Candidate’s eResume. The Candidate agrees that Goheadhunt is not liable in any way, for any content in the eResume and the Candidate indemnifies Goheadhunt from all liability relating to such content or information contained in the eResume.
5.6 The Candidate agrees that it is solely liable for ensuring that the contact details of any references listed on their eResume or on the Platform have been informed and consent to such disclosure by the Candidate, prior to the listing. Goheadhunt is not liable for any failure by the Candidate to properly inform or receive actual consent by the references.

6. Employer Obligations

6.1 The Employer agrees to provide Goheadhunt with all information required by Goheadhunt from time-to-time to list the Employer on the Platform, including but not limited to the Employer’s:
- (a) business or company name;
- (b) trading name;
- (c) ABN/ACN, as applicable;
- (d) contact details of a primary contact person, including name, email address and phone number; and
- (e) applicable nominated payment intermediaries and the process for payment of the Fees.
6.2 The Employer has access to an evaluation form on the Platform which allows the Employer to evaluate any given Candidate based on certain selection criteria (Evaluation Form). The Employer acknowledges that the Evaluation Form is not visible by Candidates or other Employers.
6.3 The Employer acknowledges and agrees that its use of the Platform and the Services is subject to the fees as set out in the Pricing Page (Fees).
6.4 The Employer may select between any of the available subscription plans, as set out on the Pricing Page (Subscription Plan). The Subscription Plan will set out the availability, and terms and conditions of a trial period during which the Employer may use selected Services before committing to, and paying for, a Subscription Term. The provision of a free trial period will be at the sole discretion of Goheadhunt. The standard trial will run for 7 days and will enable the Employer to access and navigate through the portal and candidates. During a standard trial, Employers will be unable to shortlist candidates. All other terms and conditions mentioned will apply to the trial period. Some subscription plans will come with the option to purchase an Add-on Package, as set out on the Pricing Page. Bespoke trials can be arranged which may give Employers the ability to shortlist.
6.5 The Employer may renew the Subscription Plan before or at the end of the relevant subscription term for the Subscription Plan as set out on the Pricing Page (Subscription Term), and Goheadhunt will invoice the relevant Fees to the Employer’s account upon renewal of the Subscription Term.
6.6 If the Employer does not wish to renew the Subscription Plan for an additional Subscription Term the Subscription Plan will expire at the end of the then current Subscription Term.
6.7 The Employer may cancel its Subscription Plan at any time on the Platform and cancellation will be effective at the end of the then current Subscription Plan. Cancellation of the Subscription Plan will result in loss of access to the Services and the Platform at the end of the Subscription Plan. The Employer may re-subscribe to the Platform at any time and pay the relevant Fees for a new Subscription Plan.

7. User disputes

7.1 The User agrees that it is solely liable for managing and responding to any enquiries, complaints, issues, and disputes relating to any employment arrangement agreed upon between a Candidate and Employers (Enquiry or Enquiries).
7.2 For the avoidance of doubt, the User agrees and acknowledges that Goheadhunt is not responsible or obliged to respond to any Enquiries and bears no responsibility for any loss or other consequence, whether legal or otherwise, in relation to a dispute between Users, whether of a legal or other nature.

8. User obligations and warranties

8.1 The User warrants and represents to Goheadhunt that it:
- (a) has legal capacity, power, and authority to enter into and be bound by this Agreement;
- (b) will comply with any directions given to it by Goheadhunt from time to time;
- (c) has and will utilise the necessary skills, experience, and expertise to perform the User Services in accordance with this Agreement;
- (d) will comply with any other agreements, terms and conditions and policies provided and amended by Goheadhunt from time to time;
- (e) will not, and will ensure that its Personnel will not, represent itself to be affiliated with, or an employee of Goheadhunt;
- (f) will not advertise or promote any third-party competitors of the Platform or Goheadhunt;
- (g) will perform the User Services with due care, skill, and diligence in a professional and ethical manner and to Go headhunt’s satisfaction and comply with the reasonable directions of Goheadhunt; and
- (h) will act lawfully and in performing is obligations under this Agreement, will comply with any applicable licenses, laws, regulations, industry standards or codes of conduct, health, and safety requirements; and
- (i)holds, will maintain, and comply with all valid and up to date licences, permits, consents or other permissions as required by law, to operate its business, offer for sale and sell its Goods.
8.2 The User agrees that it will immediately notify Goheadhunt of any changes to its location or hours of operation, business structure or any change in ownership of the business (including any Change of Control as defined in the Corporations Act.

9. Intellectual Property

9.1 The User agrees that Goheadhunt and its licensors own or hold the Intellectual Property rights to the Platform, User lists, User details, and all related materials and data, except for User Content (Goheadhunt IP).
9.2 The User must not copy, modify, publish, adapt, sub-licence, translate, sell, distribute, transmit, perform, display, reverse engineer, decipher decompile or otherwise disassemble any portion of the Goheadhunt IP or our Services.
9.3 The User grants to Goheadhunt an irrevocable, non-exclusive, transferable, sublicensable, royalty-free, perpetual, worldwide license and right to use, publish, modify, alter, reproduce, and make derivative works from the User Content for the purposes of Goheadhunt performing its obligations under this Agreement and providing the Platform to the Users.

10. Termination

10.1 Termination for threatened material breach
Without affecting any other right or remedy available to it, Goheadhunt may terminate or suspend this Agreement with immediate effect if it has reasonable grounds to consider that the User, has, or is likely to, commit a material breach this Agreement.

10.2 Termination for breach
Either party may terminate this Agreement with immediate effect by giving written notice to the other if:
- (a) either party commits a material breach of any term of this Agreement and either:
  - (i)the breach is irremediable; or
  - (ii)the breach is remediable, and the breaching (or allegedly breaching) party fails to remedy that breach within a period of 20 Business Days after the other party has, or is deemed to have, received written notice requesting it to do so,
- (b) an Insolvency Event occurs in relation to either party (and the Corporations Act does not prevent the non-defaulting party from terminating this Agreement because of that Insolvency Event); or

10.3 Goheadhunt may terminate this Agreement immediately by written notice to the User, if any warranty given by the User in this Agreement, including in clause 10 of this Agreement, is found to be untrue, incorrect, inaccurate or misleading.

11. Effect of termination

11.1 Immediately upon termination of this Agreement, the User must:
- (a) immediately cease using the Platform and any Goheadhunt IP;
- (b) to the extent that return is possible, return to Goheadhunt, Goheadhunt’s Confidential Information and all copies of it; or
- (c) to the extent that return is not possible, destroy all copies of Goheadhunt’s Confidential Information; and
- (d) deliver to Goheadhunt, all property belonging to Goheadhunt that is in its possession or control.

12. Confidentiality

12.1 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.
12.2 A party must not disclose any Confidential Information of the other party to anyone else except as permitted under this Agreement.
12.3 The User agrees to not use the name of Goheadhunt in its publicity releases, advertising, or promotion unless Goheadhunt has given its prior written consent (which shall not be unreasonably withheld).
12.4 The obligations of confidentiality in this clause 14 will not apply to information which:
- (a) is generally available in the public domain except where such availability is as a result of a breach of this Agreement;
- (b) Goheadhunt may wish to disclose to a prospective purchaser or investor;
- (c) was known prior to the disclosure of the information by the other party; or
- (d) is required to be disclosed by law or court order.

13. Limitation of liability

13.1 The User acknowledges and agrees that Goheadhunt is a technology platform provider and that liability for the provision of Services is the sole responsibility of the User. The User acknowledges that the Platform may not operate at all times and that its functionality may change. The User agrees that Goheadhunt has no liability to it if the Platform does not operate or loses or changes functionality.
13.2 Subject to the other terms of this clause 15, Goheadhunt excludes any liability to the User, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with this agreement, including any profits, sales or business, production, agreements or contracts, business opportunity, anticipated savings, cost of substituting the Goods or damage to goodwill, reputation or use or corruption of the Platform, software, data or information.
13.3 To the maximum extent permitted by law, the User agrees that Goheadhunt’s total aggregate liability to User under or in any way connected with this Agreement, or the performance or non-performance of this Agreement, whether under the law of contract, tort or otherwise, is limited to the Goheadhunt Fees paid by the User under this Agreement in the twelve (12) month period immediately preceding the date on which the relevant claim arose.
13.4 To the maximum extent permitted by law, the User will not be entitled to commence any action or claim whatsoever against Goheadhunt in respect of this Agreement, or the performance or non-performance of this Agreement, whether under the law of contract, tort or otherwise, after the expiration of one (1) year from the date on which the cause of action first arose.
13.5 To the maximum extent permitted by law, Goheadhunt expressly excludes any conditions, warranties, guarantees, representations, undertakings, rights, remedies, liabilities, or other terms, under the general law or by statute in favour of the User under this Agreement, except as expressly set out in this Agreement.
13.6 Nothing in this Agreement purports to exclude, restrict or modify or have the effect of excluding, restricting, or modifying the application of any provisions of the Australian Consumer Law which cannot be excluded, restricted, or modified.

14. Indemnity

14.1 The User indemnifies Goheadhunt and its Personnel, and will keep all of them indemnified and holds Goheadhunt and its Personnel harmless, against all actions, claims, charges, costs (including legal costs on a full indemnity basis), expenses, losses, damages, and other liability that they may sustain or incur, directly or indirectly, arising out of or in connection with:
- (a) an actual breach, or a suspected breach (in the opinion of Goheadhunt), of this Agreement by the User or its Personnel (including a breach of any warranty);
- (b) any act or omission of the User or its Personnel, including any negligent, unlawful, wilful, or fraudulent act or omission, in connection with this Agreement;
- (c) any loss of or damage to any property or injury to or death of any person caused by any negligent or fraudulent act or omission or wilful misconduct of the User or any of its Personnel; and
- (d) any claim that Goheadhunt infringes the intellectual property rights or other rights of any person.

15. Dispute resolution

15.1 Dispute resolution procedure
- (a) If a dispute arises out of or relates to this Agreement, a party must not commence any court or other proceedings relating to the dispute unless it has first complied with the following procedure:
  - (i) the party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute;
  - (ii) on receipt of that notice by that other party, the parties must endeavour in good faith to resolve the dispute using informal dispute resolution techniques such as mediation, expert evaluation, arbitration, or similar methods agreed by them;
  - (iii) if the parties do not agree within ten (10) days of receipt of the notice (or such further period as the parties agree in writing) as to:
    1. the dispute resolution method and procedures to be adopted;
    2. the timetable for all steps in those procedures; and
    3. the selection and compensation of the independent person required for such method,

the parties must mediate the dispute in accordance with the Mediation Rules of the Law Institute of Victoria.

15.2 Other proceedings
Nothing in this Agreement will prejudice the right of a party to seek injunctive or declaratory relief in respect of a dispute or any matter arising under this Agreement.

16. Notices

16.1 In this Agreement, Notices includes any approvals, consents, instructions, orders, directions, statements, requests and certificates or other communications that may be given, or are required to be given, under this Agreement.
16.2 Unless expressly stated otherwise in this agreement, all Notices:
- (a) must be:
  - (i) in writing;
  - (ii) signed — if the party is a company, then the Notice must be signed by the company’s directors or solicitors; and
  - (iii) left at the address, sent by prepaid ordinary post, or given in any other way permitted by law.
- (b) take effect from the time they are received unless a later time is specified.

17. General

17.1 Amendments: The Platform is subject to updates and changes and as such, parts of this Agreement may need to be amended or varied. Goheadhunt may amend or vary this Agreement, in its sole discretion, by notice in writing to the User. The User may, within 14 days’ of receiving such notice, elect to terminate the Agreement if it does not agree with such amendments by notice in writing to Goheadhunt. If Goheadhunt does not receive such notice of termination within the specified timeframe, the User is deemed to have accepted and agreed to be bound to such amendments and variations as at the date of receiving the notice of such amendment or variation.
17.2 Assignment: The User must not assign, transfer, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of Goheadhunt. Any purported dealing in breach of this clause is of no effect. A change in control (as defined in the Corporations Act) of the User constitutes a deemed assignment.
17.3 Costs: Each party must pay its costs of entering into and negotiation of this Agreement.
17.4 Entire agreement: This Agreement is the entire agreement between the parties and supersedes all and any communications, negotiations, arrangements, and agreements, whether oral or written, between the parties in respect of the matters that are the subject of this Agreement.
17.5 Force majeure: If by reason of any fact, circumstance, matter, or thing beyond the reasonable control of Goheadhunt either is unable to perform in whole or in part any obligation under this Agreement then:
- (a) Goheadhunt is relieved of that obligation under this Agreement to the extent and for the period that it is unable to perform such obligation; and
- (b) Goheadhunt will not be liable to the User for failure to perform such obligation to the extent and for the period of non-performance contemplated by this clause.
17.6 No representations or warranties: The parties hereby acknowledge that no representations or warranties have been made other than those expressly recorded in this Agreement and that, in respect of this Agreement or any part of it including the transactions contemplated pursuant to this Agreement, no party has relied or will rely upon any representations or information, whether oral or written, previously provided to, or discovered by it.
17.7 Relationship: Except as expressly stated in this Agreement, nothing in this Agreement is intended to create a relationship of partnership, joint venture, agency, or employer-employee between the parties. Neither party has authority to create, assume or otherwise enter into any agreement that imposes rights or obligations on the part of the other party.
17.8 Powers, rights, and remedies: Unless otherwise stated in this Agreement, the powers, rights and/or remedies of a party under this Agreement are cumulative and are in addition to any other powers, rights, and remedies of that party. Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a party may have at any time against the other party to this Agreement or any other person.
17.9 Severance: If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
17.10 Survival: The following clauses are continuing obligations and will continue after termination or expiry of this Agreement: 2 (Definitions and interpretation), 10 (User Obligations and Warranties), 13 (Effect of termination), 14 (Confidentiality), 15 (Limitation of Liability), 16 (Indemnity), 17 (Dispute Resolution) and 19 (General).
17.11 Time of the essence: The parties agree that time is of the essence with respect to the User’s obligations under this Agreement.
17.12 Waiver: A failure by either party to take action to enforce its rights does not constitute a waiver of any right or remedy under this Agreement unless it is in writing signed by the party granting the waiver.
17.13 Jurisdiction: The parties irrevocably submit to the exclusive jurisdiction of the courts of the state of Queensland, Australia.
17.14 Governing law: This Agreement will be governed by and construed and interpreted in accordance with the laws of Queensland, Australia.

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