Site Terms and Conditions - General
This Site is owned and operated by Integria Healthcare (Australia) Pty Ltd ACN 096 496 212 with outsourced technical assistance. By accessing this Site you agree to the Terms and Conditions set out below. Please read them carefully before using the Site.
1. Definitions and Interpretation
1.1 In these Terms and Conditions unless inconsistent with the context or subject matter:
"Claim" means any claim, action, demand or proceeding however arising (including under contract, statute, common law or equity) in respect of any Loss or alleged Loss;
"Fees" means the relevant fees, if any, as set out on the Site to be paid by You to have access to and receive the services provided on the Site;
"Goods" means any Practitioner Products or Retail Products;
"GST" has the meaning given to it in the GST Act;
"GST Act" means the A New Tax System (Goods and Services Tax) Act 1999(Cth);
"Integria" means Integria Healthcare (Australia) Pty Ltd ABN 70 096 496 212 and its controlled entities, including but not limited to Integria Healthcare (Warwick) Pty Ltd ABN 62 705 230 033 and Integria Healthcare (Ballina) Pty Ltd ABN 17 002 833 141;
"Intellectual Property Rights" means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, service marks, trade marks, designs, patents, know-how, circuit layouts, software, business and domain names, inventions and other results of intellectual activity;
"Loss" includes (without limitation) the following, whether direct or indirect, special or consequential in nature:
(a) loss, damage, costs (including legal costs on a solicitor and own client basis), action or expense of any kind;
(b) to the extent not covered in the preceding subclause, loss of profits, opportunity, use, revenue, goodwill, bargain, production, sales turnover, income, reputation (or damage to it), employment, corruption or destruction of data, loss relating to or in connection with any other contract, business or anticipated savings, reduction in value, any delay or financing costs or increase in operating costs, or any other financial or economic loss; and
(c) anything referred to in the preceding subclauses relating to or arising out of or in connection with:
(i) personal injury (including death or disease) to the Patient;
(ii) personal injury (including death or disease) to any third party;
(iii) loss of or damage to the property of Us, the Patient or any third party; or
(iv) a breach or non-compliance by Us or the Patient with any law;
"MyPatient Ordering" means the part of the Site known as "MyPatient Ordering";
"Party/ies"means Us and/or You and/or the Practitioner and/or the Patient, as the case may be;
"Patient" means a patient of a Practitioner who uses MyPatient Ordering or any other person who uses MyPatient Ordering that is not a Practitioner;
"Practitioner" means a qualified health care practitioner authorised to prescribe Practitioner Products;
"Practitioner Product" meansany product that may only be prescribed by a Practitioner pursuant to any legislation or regulations that may be in force in Australia from time to time;
"Rebate" means an amount calculated in accordance with clause 17.3;
"Retail Product" means any product that is not a Practitioner Product;
"Site" means any site owned by Us and all parts and pages of it and for the avoidance of doubt includes MyPatient Ordering;
"Software" means any software which is required by, relevant to, or used in conjunction with the Site including but not limited to all object and source codes, copyright, inventions, discoveries, novel designs whether or not registrable as designs or patents, including any invention of or development or improvements to equipment, technology, methods or techniques relating to the software;
"Student" means any person who accesses the Site who we, in our sole discretion, designate as being a "student";
"Terms and Conditions" means these terms and conditions;
"Us" means Integria and "We" or "Our" shall be interpreted accordingly; and
"You" means the person or entity that accesses the Site and for the avoidance of doubt includes both Patients and Practitioners and "Your" shall be interpreted accordingly.
1.2 In these Terms and Conditions, unless inconsistent with the context or subject matter:
(a) a reference to a person includes any other legal entity;
(b) a reference to a legal entity includes a person;
(c) words importing the singular number include the plural number;
(d) words importing the plural number include the singular number;
(e) the masculine gender must be read as also importing the feminine or neuter gender;
(f) a reference to a party includes the party's heirs, executors, successors and permitted assigns;
(g) headings are for reference purposes only and must not be used in interpretation;
(h) where any word or phrase is given a defined meaning any other part of speech or other grammatical form concerning the word or phrase has a corresponding meaning;
(i) a reference to a statute includes all regulations and subordinate legislation and amendments;
(j) references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and includes e-mail and fax;
(k) a reference to a monetary amount is a reference to an Australian currency amount;
(l) an obligation of two or more parties binds them jointly and each of them severally;
(m) an obligation incurred in favour of two or more parties is enforceable by them severally;
(n) references to time are to local time in New South Wales;
(o) where time is to be reckoned from a day or event, the day or the day of the event must be excluded;
(p) a reference to a business day means a day that is not a Saturday, Sunday or public holiday in Sydney;
(q) if any time period specified in this agreement expires on a day which is not a business day, the period shall expire at the end of the next business day;
(r) a reference to a month means a calendar month.
These Terms and Conditions as well as any other terms and conditions, policies or other documents published by Us from time to time, as well as any terms of trade that are in existence from time to time, apply to You.
3.1 Your use of this Site is by non-exclusive licence granted by Us strictly in accordance with these Terms and Conditions.
3.2 You acknowledge and agree with Us that You will not, as a result of being granted a non-exclusive licence, acquire any rights (including without limitation Intellectual Property Rights) in the Software, or the Site other than the non-exclusive rights granted in accordance with these Terms and Conditions.
3.3 The Site is available only to, and may only be used by, individuals who can form legally binding contracts under their applicable law. Without limiting the foregoing, Our services are not intended to be used by persons under 18 years of age. If you do not qualify, please do not use Our services.
3.4 In order to use this Site, You require the equipment and connections necessary to access the World Wide Web.
3.5 You are responsible for:
(a) the provision of any such connection or access to the World Wide Web;
(b) the payment of any fees associated with such connection or access (such as those charged by an internet service provider or other online service); and
(c) the provision of all equipment necessary for you to make any such connection to the World Wide Web, including a computer and a modem.
4. GRANT OF ACCESS TO THE SITE
4.1 Subject to meeting the relevant registration requirements for the Site and payment of the Fees, We may grant to You a non-exclusive, non-transferable licence to use the Site on these Terms and Conditions.
4.2 If You are granted a non-exclusive, non-transferable licence to use the Site, You will be given an individual user name and password to access the Site.
5. PAYMENT OF FEES
5.1 For all payments of Fees as set out on the Site, payment is required at the time specified on the Site unless otherwise indicated.
5.2 If we use a third party supplier for the payment of the Fees You will be directed to this third party supplier when attending to payment of the Fees and all payments are subject to the third party supplier's terms and conditions and policies and you should read these before proceeding with Your payment.
6. USE OF SITE
6.1 This clause applies if You are granted access to the Site in accordance with clause 4.
6.2 In relation to the Site You must not:
(a) make the details of Your user name or password available to any unauthorised third party;
(b) download and store electronically, reproduce, transmit, display, copy, distribute or use the Software or any materials contained in the Site except for research or personal use or as otherwise authorised by Us;
(c) sub-license, rent, lease, transfer or attempt to assign the rights in the Site or the Software to any other person and any dealing in contravention of this sub-clause shall be ineffective;
(d) make the Site available on a network;
(e) use the Site or the Software except as permitted by these Terms and Conditions;
(f) allow any other person to use the Site other than in accordance with these Terms and Conditions;
(g) upload any files that contain viruses, Trojan horses, worms, time bombs, corrupted files or any other similar software or programs that may damage the operation of the Site or another's computer or property of another; or
(h) input any material which is subject to Intellectual Property Rights of Us or any third party.
6.3 You must keep Your user name and password and any other account names, tokens or log in identifications required to access the Site secure and confidential. You must notify Us immediately of any unauthorised use of Your username or password or any other breach of security.
7. SYSTEM INTEGRITY AND USER CONDUCT
7.1 Without limiting Clause 6, You must not use the Site or any other communication medium of Ours, including Facebook and any other social media platform, to:
(a) impersonate or otherwise misrepresent Your identity or affiliation with any other person or entity;
(b) input, upload, post, disclose or transmit any material that is defamatory, obscene, indecent, lewd, pornographic, violent, abusive, insulting, threatening, harassing or misleading or deceptive;
(c) input, upload, post, disclose or transmit any material which is subject to Intellectual Property Rights of Us or any third party or breaches any duty of confidence or contractual obligation owed to Us or any third party;
(d) input, upload, post, disclose or transmit any material that is unlawful or violates any law;
(e) send junk, obscene, indecent, offensive or threatening electronic mail or electronic mail in contravention of the Spam Act 2003(Cth) to any person or company;
(f) falsify or delete any attributions, legends, or other proprietary designations of origin or source of any content of the Site;
(g) conduct, display, or forward surveys, contests, pyramid schemes, or chain letters;
(h) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
(i) attempt to gain unauthorised access to the Site or computer systems or networks connected to the Site through any means;
(j) commit forgery (or attempted forgery), harass any individual, or harm minors in any way;
(k) collect, store, input, upload, post, disclose or transmit personal information or data about others, including, without limitation, tax file number information and email addresses;
(l) breach thePrivacy Act 1988(Cth) or the Australian Privacy Principles; or
(m) contravene or breach any applicable state, Commonwealth or international law, convention or regulation.
7.2 You acknowledge and agree that You must not:
(a) use the Site for any purpose other than the purpose for which it was designed and intended;
(b) commit or permit any act which may interfere with the use of the Site by any other user;
(c) tamper with, hinder the operation of or make unauthorised modifications to the Site or any part thereof;
(d) copy, republish, frame, download, transmit, rent, lease, loan, sell, distribute, licence or sublicense the Software or any content within the Site or any part thereof; or
(e) damage, modify, alter, adapt, disassemble, reverse engineer, decompile or amend the Software or any content within the Site or any part thereof in any way.
7.3 You acknowledge and agree that any material contributed by You on our Site, Facebook or other media may be removed by Us at Our discretion and We shall accept no liability for any loss or damage caused by or in connection with such removal.
7.4 You must not without prior written consent of Us which shall be given, given with conditions or withheld at Our absolute discretion:
(a) affix or otherwise display Your name or logo on the content of the Site in a way that suggests a direct or indirect association with Us and/or any content provider to the Software or the Site;
(b) use another user's username or password.
8. LINKS & ADVERTISING
8.1 This Site may contain links to third party websites. Those websites are not under the control of Us and We are not responsible for the content of the links contained in those websites or any webcasting or other transmission received from any such websites.
8.2 Neither We nor Our officers, directors, employees, agents, or related bodies corporate recommend or endorse the content of any third party websites which may be linked to or from the Site, or products or services of any third party organisations mentioned or described on this Site or linked to or from this Site. You acknowledge that you enter any third party websites at Your own risk.
8.3 The Site may contain advertisements for third parties' goods and/or services. The third party advertisers are responsible for the accuracy of all representations made in those advertisements. Neither We nor Our officers, directors, employees, agents or related bodies corporate recommend or endorse the goods or services that may be advertised on the Site, nor do they offer the goods or services for sale or make any other representation whatsoever about them. If you choose to order a product or service advertised by a third party on the Site, you do so at Your own risk.
8.4 You may link the Site from any other website not owned or operated by Us without prior written consent from Us, however, You acknowledge and agree that We reserve the right to block or otherwise disallow such links at Our discretion.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 The information, names, text materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, and control features of the Site (the "Content") is protected by Intellectual Property Rights.
9.2 The Content, the Software, and the Site are protected by copyright laws and other Intellectual Property Rights. You acknowledge that We are the owner of these rights, with Our affiliates or other third party licensors.
9.3 All product and company names and logos contained within the Site are the trade marks, service marks or trading names of their respective owners, including Us.
9.4 You acknowledge and agree that no right, title or interest in any of the Intellectual Property Rights in the Content, the Software, or the Site is transferred or granted to You, other than the rights granted expressly by these Terms and Conditions.
9.5 You agree that:
(a) without limiting any other term, Clause 7 applies to the Content;
(b) any Intellectual Property Rights created, formulated or discovered by You through the use or access to the Software, or the Site will be the sole and exclusive property of Us including but not limited to any content and/or work or material created, formulated or developed by You and submitted by You through the use or access to the Software or the Site;
(c) You will promptly sign all documents and do all things necessary to register, vest or transfer any interest or ownership in the Intellectual Property Rights created under to Us.
10. ENGAGEMENT AND FEES
10.1 Your use of the Site or Your completion of any forms or tables on the Site does not automatically create a relationship of any sort between You and Us, including that of client and agent.
10.2 Any Fees indicated on the Site are subject to change without prior notice.
11. INFORMATION PROVIDED & PRIVACY
(a) You authorise Us to use, store or otherwise process any information including personal information which relates to and/or identifies You, including, but not limited to, Your name, company or business name, email address, other social media information such as Facebook and postal address (the "Personal Information"), to the extent reasonably necessary for the provision of the Site by Us, Our successors (including the purchaser of the whole or part of Our business), associates, sub-contractors or other third parties;
(b) You must ensure that the Personal Information You provide to Us and that all registration details (where applicable) contain Your correct name, address, e-mail address and other requested details; and
(c) by accepting these Terms and Conditions, You agree to the processing and disclosure of the Personal Information for the purpose of us providing the Site. If You would like to review or modify any part of Your Personal Information then You should contact Us.
12.1 We will keep in confidence Your Personal Information and will not disclose that information to any person without Your written consent.
12.2 Clause 12.1 will not apply to:
(a) any information which has been published other than through a breach of this clause; and
(b) information which We are required to disclose by the Australian Taxation Office, a court of competent jurisdiction, any government body or applicable regulatory authority or any other person or bodies having a right, duty or obligation to request such information and then only in pursuance of such right, duty or obligation.
12.3 This clause will remain in effect not withstanding termination or expiry of Your use of the Site.
13.1 We do not warrant that:
(a) the Software, or the Site will provide any function for which it is not specifically designed;
(b) the Software or the Site will provide any minimum level of performance;
(c) the Software or the Site will be virus free or free of performance anomalies or be operational without interruption.
13.2 You warrant to Us that at the time of entering into the Site, You were not relying on any representation made by Us.
13.3 Except as expressly provided to the contrary, and to the extent permitted by law, We make no representations or warranties of any kind, express or implied as to the operation of Your access to or the results of Your access to the Software or the Site (including any related or linked websites) or the correctness, accuracy, timeliness, or completeness or reliability of the information, content, materials or products included on the Site.
14. DISCLAIMER AND LIMITATION OF LIABILITY
14.1 This Site is provided by Us on an "as is" basis without any express or implied warranty of any kind.
14.2 The Software or the Site may contain inaccuracies or typographical errors.
14.3 The World Wide Web exists across open public networks that are neither secure nor private. Accordingly, You acknowledge and accept the risk that any communication to or from the Site may be intercepted, used or modified by third parties.
14.4 We may change any of the material on the Site at any time without notice and We make no commitment to update any material on the Site.
14.5 You are responsible for assessing the reliability, accuracy, completeness, timeliness, suitability, quality, physical state or for a particular purpose of the material on or accessible through the Site.
14.6 You accept all risks and responsibility for all loss, damage, costs and other consequences resulting from Your use of the Site or the material on or accessible through the Site.
14.7 You release Us and Our officers, directors, employees, agents or related bodies corporate from its liability for any loss or damage including without limitation, loss of information, indirect, special, punitive or consequential losses or damages arising out of the use or inability to use or reliance on the material or information available on or accessible through the Site, even if We have been advised of the likelihood of such damages and whether or not caused by any negligent act or omission.
14.8 Without limiting clause 14.7, You release us from any loss or damage (including indirect, special or consequential loss or damage) arising from the use of, or reliance on the Software or the Site, whether or not caused by any negligent act or omission including but not limited to:
(a) Your reliance on the Software or the Site;
(b) the statements or actions of any employee or agent of Us;
(c) any unauthorised access to or alteration of Your transmissions or data;
(d) any information that is sent or received or not sent or received;
(e) any failure to store or loss of data or files or other content;
(f) Your fraudulent, negligent or otherwise unlawful behaviour;
(g) any delay or interruption of the Software or the Site;
(h) any loss incurred as a result of a third party obtaining Your access details, either with or without Your knowledge;
(i) any loss or damages in relation to the supply of services on or in relation to this Site and any advertisement placed on the Site or information made available on the Site.
15. RELEASE AND INDEMNITY
15.1 You agree to release and hold harmless and indemnify and keep indemnified Us, and Our officers, directors, shareholders, employees, consultants, agents, and related bodies corporate from and against all losses, damages, expenses and costs suffered by You (including solicitor client costs on a full indemnity basis) and all third-party claims, liability, losses, damages, expenses and costs arising from any claim, demand, suit, action or proceeding by any person in relation to or in connection with Your use of the Site, the Software, the Content or Your failure to comply with these Terms and Conditions, or from Your violation of any applicable law or the access to the Site by a third party, either with or without Your knowledge.
You acknowledge and agree that these Terms and Conditions apply to updates, supplements, add on components, or internet based services components of the Software and the Site together with any other terms along with the update, supplement, add on component or internet based services components which We provide.
17. MyPATIENT ORDERING
(a) This clause 17 governs the use of MyPatient Ordering by Practitioners and the relationship of all users.
(b) In the event of inconsistency between this clause 17 and any other clause in these Terms and Conditions, this clause 17 shall prevail to the extent of the inconsistency.
(a) The prices for Goods specified on MyPatient Ordering are subject to variation without notice by Us at any time prior to the time the Goods are purchased by a Patient.
(b) The prices for Goods specified on MyPatient Ordering are exclusive of GST (if any) unless otherwise indicated.
(c) Subject always to clause 17.2(a), Practitioners may from time to time to select a price above the standard wholesale price that should be paid by a Patient for Goods. Should the Patient subsequently purchase Goods at that increased price nominated by the Practitioner, the Practitioner will be entitled to a Rebate in accordance with clause 17.3.
(a) Rebates will be calculated in accordance with the method prescribed by Us which is published on the Site from time to time. For the avoidance of doubt the method of calculating Rebates may be changed by Us at any time without notice by publication of a new method of calculation on the Site.
(b) Should a Practitioner be entitled to a Rebate, the Rebate will be credited to the Practitioner's account with Us in order to offset any amount owed by the Practitioner to Us. To the extent the Practitioner's account with Us is in credit, the Rebate will be paid to the Practitioner by Us:
(i) if a written agreement exists between the Practitioner and Us which contains terms as to payments by Us to the Practitioner, in accordance with the terms of that written agreement; or
(ii) if no such written agreement exists, or if any written agreement that does exist does not contain terms as to payments by Us to the Practitioner, within 60 days of the date the Practitioner becomes entitled to the Rebate.
(c) Should a Rebate be payable by Us to a Practitioner, the Rebate will be paid by way of electronic funds transfer to the Practitioner's nominated bank account.
(d) The Practitioner will pay to Us, on demand, on a full indemnity basis, all amounts that We may, in Our absolute discretion, expend or incur (including legal costs on a solicitor and own client basis) as a result of the Practitioner defaulting on any of the terms contained in these Terms and Conditions.
(a) The Practitioner warrants that in the event he or she prescribes a Practitioner Product to a Patient through MyPatient Ordering:
(i) he or she is a qualified practitioner;
(ii) he or she has prescribed the Practitioner Product in the context of a consultation;
(iii) he or she has obtained the permission of the Patient to provide Us with the Patient's details and upload the Patient's details onto MyPatient Ordering and prescribe the Patient Practitioner Products and recommend Retail Products through MyPatient Ordering.
(b) If a Patient purchases a Practitioner Product then the Patient agrees and acknowledges that:
(i) it has been prescribed the Practitioner Product by a Practitioner in the context of a consultation and not by Us;
(ii) We are not a Practitioner and therefore cannot and do not verify whether the Practitioner Product is suitable or safe for the Patient to purchase and use;
(iii) We are in no way responsible for any Loss that arises or is suffered by the Patient as a result of his or her purchase and/or use of the Practitioner Product in any circumstances whatsoever.
(c) If a Patient purchases a Retail Product:
(i) the Patient agrees and acknowledges that no warranties are given to the Patient by Us or the Practitioner that the Retail Product is suitable or safe for the Patient to use in any circumstances whatsoever; and
(ii) the Patient warrants that it has made its own independent enquiries as to the suitability of the Retail Product for its own use and has not relied on any information provided by Us or the Practitioner in making the decision to purchase and use the Retail Product.
(d) To the maximum extent permitted by law and that can be contracted out of, the Parties agree that We give no representations, warranties nor do we have any obligations (including anything under theCompetition and Consumer Act 2010(Cth)) in respect of the Goods purchased by the Patient.
17.5 Release And Indemnity
(a) Except as provided under these Terms and Conditions and to the extent permitted by law the Practitioner shall indemnify and hold Us harmless from and against any and all Loss and Claims of any nature incurred or suffered by the Practitioner arising in connection with MyPatient Ordering or out of the sale of the Goods except where the liability arises as a direct result of negligence by Us in manufacturing, storing or selling the Goods.
(b) The Practitioner shall indemnify and keep indemnifying Us against any Claims whatsoever by any Patient for any Loss suffered by that Patient as a result of that Patient's purchase and/or use of Practitioner Products prescribed and/or Retail Products recommended by the Practitioner.
(c) For the avoidance of doubt We will not be liable under any circumstances whatsoever:
(i) to any Patient for any Loss suffered by that Patient as a result of the Patient's use of Practitioner Products in conjunction with any other goods or products not supplied by Us;
(ii) to any Patient for any Loss suffered by that Patient as a result of the Patient's use of Retail Products;
(iii) to any Patient for any Loss suffered by that Patient as a result of the Patient's use of Practitioner Products otherwise than as recommended by the Practitioner; or
(iv) to any Patient or to any third party for any Loss suffered by that third party as a result of use of any Goods which the Practitioner did not intend to be used by that third party.
18.1 This clause 18 governs the use of the Site by Students.
18.2 In the event of inconsistency between this clause 18 and any other clause in these Terms and Conditions, this clause 18 shall prevail to the extent of the inconsistency.
18.3 A Student may only purchase Goods if:
(a) the Student is enrolled in their final year of a recognised course related to natural healthcare, and is undertaking what is known as their "practical hours" in relation to that course. For the avoidance of doubt, a recognised course is a course that is recognised by Us in Our sole discretion; and
(b) the Student is purchasing the Goods for educational or personal use.
18.4 For the avoidance of doubt, Students who do not satisfy the criteria set out in clause 18.3 are prohibited from purchasing any Goods.
18.5 If a Student purchases Goods, the Student warrants that they are purchasing those Goods for educational or personal use only, and agrees that they will not resell or provide the Goods to any third party.
18.6 If a Student accesses the Site, the Student warrants and agrees that they will not under any circumstances prescribe any Goods to any Patient.
19. BREACH AND TERMINATION
19.1 We reserve the right to deny You access to, or use of, all or part of the Site, without prior notice, if You engage in any conduct that We believe, in Our sole discretion:
(a) violates any term or provision of these Terms and Conditions; or
(b) violates the rights of Us or any third party; or
(c) is otherwise inappropriate for continued access and use of the Site.
19.2 We may terminate Your right to access to, or use of, all or part of the Site, immediately on written notice to You, if You:
(a) commit a material breach of these Terms and Conditions, which is capable of remedy, and You fail to remedy the breach within a reasonable time of a written notice to do so; or
(b) commit a material breach of these Terms and Conditions which cannot be remedied; or
(c) are repeatedly in breach of these Terms and Conditions; or
(d) fail to pay any Fees or charges payable for the access to and use of the Site pursuant to these Terms and Conditions.
19.3 Termination of Your access to the Site shall be without prejudice to the rights of the parties accrued before termination. All restrictions imposed on You, disclaimers and limitations of liability set out in the Terms & Conditions will survive termination.
Publication of electronic addresses on this Site is for the purpose of professional communication only and must not be used to infer consent to the receipt of unsolicited commercial electronic messages.
We operate the Site in Australia. Information contained on the Site may not be appropriate or available for use in other locations. If you access the Site from other locations, you do so at Your own initiative and you are solely responsible for compliance with local laws.
20.3 Change of Conditions
These Terms and Conditions continue unless amended by Us. We reserve the right to amend these Terms and Conditions at any time without prior notice by publishing updated Terms and Conditions on any website operated by Us.
20.4 Binding on successors
These Terms and Conditions shall be for the benefit of and binding upon the Parties and their heirs, executors, successors and permitted assigns.
20.5 Governing law
(a) These Terms and Conditions are governed by the laws of New South Wales and the Commonwealth of Australia which are in force in New South Wales.
(b) The Parties submit to the jurisdiction of the Courts of New South Wales, relevant Federal Courts and Courts competent to hear appeals from them.
(c) The rights and remedies of a party to these Terms and Conditions are in addition to the rights or remedies conferred on the party at law or in equity.
20.6 Entire understanding
(a) These Terms and Conditions contain the entire understanding and agreement between the Parties as to the subject matter of these Terms and Conditions.
(b) All previous negotiations, understandings, representations, warranties, memoranda or commitments about the subject matter of these Terms and Conditions are merged in these Terms and Conditions and are of no further effect.
(c) No oral explanation or information provided by a Party to another affects the meaning or interpretation of these Terms and Conditions or constitutes any collateral agreement, warranty or understanding.
No waiver by a Party of a provision of these Terms and Conditions is binding unless made in writing.
If a provision of these Terms and Conditions is void or unenforceable it must be severed from these Terms and Conditions and the provisions that are not void or unenforceable are unaffected by the severance.
20.9 Contra proferentem
Thecontra proferentemrule and other rules of construction will not apply to disadvantage a Party whether that Party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.
20.10 Time of the essence
Time is in all cases and in every respect of the essence of these Terms and Conditions.
Where possible, the obligations of the parties under these Terms and Conditions will indefinitely survive the finalisation or discontinuance of these Terms and Conditions.
20.12 Force Majeure
We shall not be liable by reason of the failure in the performance of obligations under the Terms and Conditions by reason of strikes, riots, fire, explosion, acts of God, governmental action, or any other cause which is beyond the reasonable control of Us, including any form of technological failure or the actions of third parties.
20.13 Execution of Documents
The parties must execute and deliver all documents and must do all things as are necessary for the complete performance of their respective obligations under there Terms and Conditions.
Any notice or demand in writing required to be given by one party to the other shall be sufficiently served if:
(a) served personally or by pre-paid mail to the party's address;
(b) sent by facsimile machine to the party's facsimile machine;
(c) sent in electronic form by email to the party's email address; or
(d) published by notice on the Site.