1. Introduction

1.1.
These terms of use (“Terms of Use”) apply to the solution/s sold by Care Management 2020 Pty Ltd ‘CM2020’ under the solution names ‘Ezihealth’ or ‘Ezihealth Solutions’ or ‘Eziplan’or ‘Ezihub’ accessed through connected.ezihealth.com and its subdomains (“Website”), and all applications and functionality that are made available, accessed, authenticated or delivered via the Website, and/or that form part of or are made available or accessed through the online service named at the top of this document, whether delivered through the Website or an API or other software interface, including but not limited to software as a service and hosted software, and all data (including but not limited to text, data, video, sound recordings, graphics, photographs) made available through the Website or such online service, (together, everything in this paragraph is the "Application", including all Applications made available through other Applications).

1.2.
These Terms of Use apply to the Application only and do not apply to any professional or other services, including but not limited to any reports, advice or other deliverables, (together, “Other Services”) that you may receive from CM2020.

1.3.
If you access the Application in connection with any Other Services, or a separate contract with an CM2020 reseller for the provision of the Application or Other Services (“ Proposal Agreement”), then:

1.3.1.
the CM2020 Reseller that entered the Proposal Agreement, or that provides the Other Services, also provides the Application to you, grants your access to the Application, and is wholly responsible for provision of the Application to you;

1.3.2.
your recourse with respect to any matter in connection with the Application shall be limited to claims against your CM2020 Reseller, and you shall have no recourse, and shall bring no claim or proceeding, relating to the Application against any other CM2020 reseller (including CM2020); and

1.3.3.
to the extent of any conflict, the terms and conditions of the Proposal Agreement between you and the CM2020 reseller shall take precedence over these Terms of Use in respect of that CM2020 Reseller with regard to the Application.

1.4.
If you access the Application other than in connection to an Proposal Agreement or any Other Services as set out in Section 1.3, then:

1.4.1.
Care Management 2020 (“CM2020”) of level 23/68 Collins Square Tower Five, 727 Collins Street, Melbourne VIC 3008 Australia provides the Application to you, grants your access to the Application, and is wholly responsible for provision of the Application to you; and

1.4.2.
your recourse with respect to any matter in connection with the Application shall be limited to claims against CM2020, and you shall have no recourse, and shall bring no claim or proceeding, relating to the Application against any other CM2020 reseller.

1.5.
Additional terms (if any) that apply specifically to the Application ("Additional Terms"), whether contained in a Proposal Agreement or otherwise presented by CM2020 or an CM2020 Reseller, shall apply to the Application. To the extent of any conflict, the Additional Terms governing a particular Application shall take priority over these general Terms of Use in respect of such Application. No purchase order terms or other standard terms presented by You shall apply in respect of the Application.

1.6.
These Terms of Use form a legally binding contract between you and CM2020. If you use the Application on behalf of an organisation such as a company, partnership or other legal entity (" Organisation"), you are entering this legally binding agreement on behalf of the Organisation, you represent that you have authority to agree this Terms of Use on behalf of the Organisation, and all references to "you" and "your" in this Terms of Use means such Organisation.

1.7.
Please read these Terms of Use carefully. By accessing the Application, you are confirming that you have read, understood and agreed to these Terms of Use. You must not use the Application if you do not agree to these Terms of Use or any part of them. In these Terms of Use, the word “including” shall be read to mean “including but not limited to”, and any reference to the singular includes the plural and vice versa.

1.8.
The applicable privacy notices explain the information that CM2020 collects about users of the Application, and how CM2020 uses that information.

2. Security and Login Credentials

2.1.
CM2020 may allocate to you, or you may be invited to create, usernames, passwords, identification codes, tokens or other identifiers as part of the security processes that apply to the Application ("Login Credentials"). You shall:

2.1.1.
keep your Login Credentials confidential and not disclose your Login Credentials to any other person;

2.1.2.
not permit any other Organisation personnel or third party to use the Login Credentials to access the Application;

2.1.3.
use adequate security procedures to ensure the security of your Login Credentials to prevent unauthorised access to or unauthorised use of the Application; and

2.1.4.
promptly notify CM2020 if you become aware of, or have reasonable grounds to suspect, the loss, theft or disclosure to any third party or unauthorised use of your Login Credentials or any other breach of security in relation to your account or the Application.

2.1.5.
You assume full responsibility for any and all use, unauthorised use and/or misuse of the Application by any person using your Login Credentials.

3. Intellectual property and use of the Application

3.1.
You acknowledge that all intellectual property rights in the Application belong to CM2020 and their licensors.

3.2.
Subject to your compliance with all terms of these Terms of Use you may use the Application, solely:

3.2.1.
for your sole personal and internal business purposes (in each case excluding the purpose of providing services to third parties, unless expressly authorised by a CM2020 CM2020 in writing), or (if any) the internal business purposes of the person who has provided you access to the Application in accordance with these Terms of Use; and/or

3.2.2.
for the purpose of your or the relevant CM2020 Reseller client’s receipt of services from a CM2020 Reseller under an Engagement Agreement, ("Permitted Business Purposes").

3.3.
You may not use or exploit the Application for any purpose except for Permitted Business Purposes.

You shall not:

3.3.1.
use the Application or access to it for any fraudulent or unlawful purpose or to impersonate any person or entity, or to falsely state or otherwise misrepresent your affiliation with any person or entity;

3.3.2.
interfere with or disrupt the operation of the Application or access to it;

3.3.3.
transmit or otherwise make available in connection with the Application or access to it any virus, worm, Trojan horse, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;

3.3.4.
restrict or inhibit the ability of any other user to access or use the Application;

3.3.5.
modify, adapt, translate or create derivative works of any portion of the Application or use the Application to design or develop any service with similar functionality to the Application;

3.3.6.
remove, obscure or modify any copyright, trademark, or other proprietary rights notice from the Application;

3.3.7.
use any robot, spider, search/retrieval application or other manual or automatic devices to retrieve, index, “scrape”, “data mine”, or in any way gather data from the Application or reproduce the Application or circumvent the navigational structure or presentation of the Application;

3.3.8.
attempt to circumvent any security or access control features concerning the Application;

3.3.9.
use the Application to send unsolicited emails or unsolicited instant messages or for file-sharing purposes;

3.3.10.
decompile or reverse engineer or otherwise attempt to derive source code for any part of the Application except to the extent that applicable law allows you to do so without consent, and then only for the limited purpose, and to the extent, allowed by applicable law and provided that you do not disclose or communicate such source code to any other person; or

3.3.11.
frame, link or deep-link the Website or Application from any other website.

3.4.
You may not use or exploit the Application for any purpose except for Permitted Business Purposes.

You shall not:

3.4.1.
use the Application or access to it for any fraudulent or unlawful purpose or to impersonate any person or entity, or to falsely state or otherwise misrepresent your affiliation with any person or entity;

3.4.2.
interfere with or disrupt the operation of the Application or access to it;

3.4.3.
transmit or otherwise make available in connection with the Application or access to it any virus, worm, Trojan horse, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;

3.4.4.
restrict or inhibit the ability of any other user to access or use the Application;

3.4.5.
modify, adapt, translate or create derivative works of any portion of the Application or use the Application to design or develop any service with similar functionality to the Application;

3.4.6.
remove, obscure or modify any copyright, trademark, or other proprietary rights notice from the Application;

3.4.7.
use any robot, spider, search/retrieval application or other manual or automatic devices to retrieve, index, “scrape”, “data mine”, or in any way gather data from the Application or reproduce the Application or circumvent the navigational structure or presentation of the Application;

3.4.8.
attempt to circumvent any security or access control features concerning the Application;

3.4.9.
use the Application to send unsolicited emails or unsolicited instant messages or for file-sharing purposes;

3.4.10.
decompile or reverse engineer or otherwise attempt to derive source code for any part of the Application except to the extent that applicable law allows you to do so without consent, and then only for the limited purpose, and to the extent, allowed by applicable law and provided that you do not disclose or communicate such source code to any other person; or

3.4.11.
frame, link or deep-link the Website or Application from any other website.

3.5.
You may not provide access to the Application to any other person or entity, unless you are expressly permitted to do so by an CM2020 reseller in writing. You are responsible for all acts and omissions (including but not limited to any breach of these Terms of Use) of any other person or entity to whom you provide access as if they were your own acts or omissions. You may not systematically provide access to any content, information or data obtained through the Application to any other person or entity.

3.6.
You may not, and shall not permit any third parties to, directly or indirectly, export, re-export, or release the Application to any jurisdiction or country to which, or any party to whom, the export, re-export, or release is prohibited by any Australian Law or other law, regulation, or rule. You may be refused access to the Application if a CM2020 Reseller reasonably believes it could violate any applicable law or regulation. 

3.7.
You represent and warrant to CM2020 that the information you provide during the registration process and otherwise through the Application is true, accurate and complete. 

3.8.
The Application may not be relied on by any third party.

4. Your Data

4.1.
The Application may include functionality that allows you to post, upload, or transmit information, data and/or materials onto or through the Application (“Your Data”)

4.2.
CM2020 Reseller's use of Your Data will depend on whether you access the Application in connection with any Other Services or a Proposal Agreement, as follows:

4.2.1.
Except where you access an Application in connection with a Proposal Agreement or Other Services as set out in Section 4.2.2; CM2020 and the CM2020 Reseller shall not: (i) publish Your Content in a way that identifies you without your permission, or (ii) process your personal data in breach of the applicable privacy notice and APP Law.

4.2.2.
If you access the Application in connection with any Other Services or a Proposal Agreement, the CM2020 Reseller may use Your Data as set forth in the applicable Proposal Agreement as well as to provide you with the Application and related services to comply with privacy requirements, to check conflicts, for risk management and accounting purposes and for the provision of internal solution support.

4.2.3.
In any event, the CM2020 Reseller may collect and use technical usage data, including information about your systems, software, and usage of any Application, to monitor, maintain and improve the Application.

4.3.
You warrant that you have obtained all necessary rights, licences, and permissions and have full authority to grant the licence set out in Section 4.2.

4.4.
You shall not upload, post, otherwise transmit or provide access through the Application to content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, under any applicable law and in any jurisdiction.

4.5.
Your Data may be removed, disabled or edited without notice if a CM2020 Reseller believes that Your Data may infringe any person’s intellectual property or other rights or does not comply with Section 4.4.

4.6.
The CM2020 Reseller may use any feedback you provide for the purpose of improving its services.

5. Third-party sites & Data

5.1.
From time to time, the Application may include links or access to third-party websites or services. Such links and access are provided for your convenience only and do not signify that any CM2020 Reseller endorses such third-party websites or services. The C2020 reseller does not review such third-party websites or services. Accordingly, you acknowledge and agree that you do so entirely at your own risk if you access any such websites or services.

5.2.
If the Application permit users to submit questions, comments, suggestions and the like for use by other users of the Application, the CM2020 Reseller assumes no responsibility for the content or accuracy of any such submissions, nor for any recommendations or opinions that may be expressed therein, nor for the suitability or applicability to a particular user of any such submissions.

5.3.
The CM2020 reseller has no liability whatsoever for the accuracy or completeness of any data acquired from a third party and provided through the Application.

6. Liability

6.1.
Nothing in these Terms of Use is intended to exclude or limit any liability that by applicable law or applicable professional regulations cannot be excluded or limited.

6.2.
Except as provided in any Additional Terms, any Application provided free of charge are: 

6.2.1.
provided on an “AS IS” and "AS AVAILABLE" basis;

6.2.2.
provided for informational purposes only; 

6.2.3.
not intended to constitute professional advice or services; and

6.2.4.
should not be relied on by you. Use of such free Application is entirely at your own risk.

6.3.
Except as provided in any Additional Terms, any Application provided free of charge are: It is your responsibility to ensure that the Application are suitable for your intended purposes.

6.4.
The CM2020 Reseller give no warranties, assurances or guarantees that access to the Application will be compatible with your hardware or software or that the Application or the servers from which any of them are made available are free of malicious attacks. You are responsible for implementing appropriate processes, systems and procedures to protect yourself and your Organisation from this type of issue.

6.5.
Except as expressly set out in these Terms of Use and any Additional Terms, all warranties (including but not limited to implied warranties of merchantability and fitness for a particular purpose or use), terms, conditions and undertakings, whether express or implied by common law, statute, course of dealing or otherwise in relation to the Application are excluded to the fullest extent permitted by law.

6.6.
You shall have no recourse, and shall bring no claim or proceeding, relating to the Application against any member, shareholder, director, officer, partner, principal or employee of CM2020 (an "CM2020 Person").

6.7.
CM2020 and the CM2020 Persons are not liable to you in contract, tort (including but not limited to negligence), under statute or otherwise for:

6.7.1.
any indirect, consequential, incidental, punitive or special loss or damages;

6.7.2.
loss of data, or loss of use of data, software or systems;

6.7.4.
loss of business opportunity;

6.7.5.
damage to goodwill or reputation,

6.7.3.
arising out of or in connection with the Application or these Terms of Use or any breach or non-performance of them, no matter how fundamental, whether or not the likelihood of such loss or damage was contemplated.

6.8.
Without prejudice to any exclusions of liability in these Terms of Use, the combined total liability of all CM2020 and all CM2020 Persons to you in contract, tort (including but not limited to negligence), under statute or otherwise arising out of or in connection with the Application, processing of Your Data, and these Terms of Use, including but not limited to any breach or non-performance of these Terms of Use, no matter how fundamental, shall not in any calendar year exceed:

6.8.1.
the fees paid by you in that calendar year for the relevant Application; or

6.8.2.
AUD $100 (or equivalent in local currency), whichever is greater. Because some states or jurisdictions do not allow for the exclusion or limitation of certain damages in such states or jurisdictions, the liability of CM2020 shall be limited in accordance with these Terms of Use (including but not limited to any applicable Additional Terms) to the maximum extent permitted by law.

7. Providing services

7.1.
You may not use the Application to provide services to third parties without CM2020's prior written consent, in its sole discretion. If you are using the Application to provide services to third parties and at any time it is reasonable to anticipate that the fees payable to a CM202 associated with any third-party matter will exceed AUD $1.00, you agree to adhere to your pricing schedule found in your Proposal Engagement.

7.2.
If you use the Application to assist you in formulating your own advice to your clients or customers, you are solely responsible for any and all professional services you provide to your clients and customers. You shall not do anything to attribute, directly or indirectly, any such advice or any specific portion of such advice to any CM2020 Reseller. No such client or customer shall be or may be deemed a third-party beneficiary of these Terms of Use.

7.3.
If your use of the Application is in connection with your provision of services to a client of a CM2020 Reseller:

7.3.1.
you warrant and represent that your access to the Application has been authorised by such client and that you will use the Application solely as authorised by, and for the benefit of, such client; and 

7.3.2.
you agree to use the Application solely for the purpose of transmitting information to CM2020 Reseller as required for them to perform services for such client, and not to provide services directly to such client via the Application.

8. Termination

8.1.
CM2020 may immediately terminate, suspend or restrict your access to all or any part of the Application:

8.1.1.
if you fail to comply with these Terms of Use or any Additional Terms;

8.1.2.
if any CM2020 reseller receives a complaint from a third-party concerning misuse by you of the Application;

8.1.3.
if any CM2020 reseller reasonably determines that the Application can no longer be provided to you in accordance with applicable law or professional obligations.

8.1.4.
by mutual agreement in writing of all Parties;

8.1.5.
the date on which the CM2020 is voluntarily wound up; and

8.1.6.
you warrant and represent that your access to the Application has been authorised In the event of IPO

8.2.
for a particular CM2020 Reseller, when it is wound up by an order of a Court, CM2020 Reseller may transfer the Application Access to another CM2020 Reseller to continue support of your Application.

8.3.
If any Proposal Agreement in connection with the use of the Application expires or is terminated, your right to access or use of any part of the Application shall automatically be terminated.

8.4.
CM2020 may terminate or suspend your access to all or part of the Application immediately for any reason at any time, except in respect of any part of the Application for which you have an active paid-for subscription.

8.5.
Sections 1, 4, 8, 6, 10 and 11, and any other provisions of these Terms of Use that by their nature are intended to survive, shall survive termination or expiry of these Terms of Use.

9. Changes to Terms of Use and Services

9.1.
CM2020 may amend these Terms of Use at any time. CM2020 will publish amendments to this Terms of Use through the Application and will inform you about any changes through the Application, and such amendments will take effect from the effective date of the change published on the Application. By continuing to access or use the Application, you are confirming your acceptance of the amended Terms of Use. If you do not agree to the amended Terms of Use, you must immediately stop using the Application.

9.2.
Without prejudice to any Proposal Agreement or Additional Terms, CM2020 Reseller may make changes to the Application for any reason at any time with and without providing notice to you to improve and protect the Application.

10. Third-party rights

10.1.
CM2020 has entered these Terms of Use for the benefit of the CM2020 Reseller. Sections 1, 4, 8, 6, 10 and 11 of these Terms of Use and any other provisions that may benefit CM2020 Reseller and/or CM2020 Persons are intended for the benefit of all CM2020 Resellers and CM2020 Persons, who shall be entitled to rely upon and enforce those provisions. Otherwise, a person who is not a party to these Terms of Use may not rely upon or enforce any terms of these Terms of Use and shall have no third-party rights under these Terms of Use.

10.2.
The consent of any person who is not a party to these Terms of Use is not required to rescind, vary, suspend, enforce or terminate these Terms of Use or to grant any waiver under or in connection with these Terms of Use.

11. Other

11.1.
Illegality/Severability: If any provision of these Terms of Use is declared by any competent court or body to be illegal, invalid or unenforceable under the law of any jurisdiction, or if any enactment is passed that renders any provision illegal, invalid or unenforceable under the law of any jurisdiction, it shall be deemed severed from these Terms of Use to the minimum extent required by such jurisdiction and this shall not affect or impair the legality, validity or enforceability of the remaining provisions.

11.2. Intellectual Property Indemnity

11.2.1.
Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all third-party claims, demands, actions, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or relating to the infringement or misappropriation of any intellectual property rights by the indemnifying Party in connection with its performance under this Agreement, provided that the indemnified Party promptly notifies the indemnifying Party of the claim and cooperates with the indemnifying Party

11.2.2.
Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all third-party claims, demands, actions, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or relating to the infringement or misappropriation of any intellectual property rights by the indemnifying Party in connection with its performance under this Agreement, provided that the indemnified Party promptly notifies the indemnifying Party of the claim and cooperates with the indemnifying Party in the defence or settlement of the claim. The indemnifying Party shall have sole control of the defence and settlement of the claim, but shall not settle the claim without the indemnified Party's prior written consent if the settlement would require the indemnified Party to admit liability, pay money, or take any other action that could adversely affect its rights or interests.

11.3. General provisions

11.3.1.
Notices: All notices, consents, and other communications required or permitted under this Agreement shall be in writing and delivered by hand, sent by registered mail, or sent by email to the addresses of the Parties specified in this Agreement or as otherwise notified by a Party to the other Party. Notices shall be deemed received when delivered by hand, on the third business day after mailing, or on the day of sending by email, provided that no delivery failure message is received by the sender.

11.3.2.
Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. A waiver of any provision of this Agreement shall not be construed as a waiver of any other provision or a continuing waiver of the same provision.

11.3.3.
Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

11.3.4.
Governing law and jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia, without regard to its conflict of laws principles. The Parties hereby submit to the exclusive jurisdiction of the courts of the State of New South Wales and the Commonwealth of Australia in respect of any dispute arising out of or relating to this Agreement.

11.3.5.
Entire Agreement: This Agreement, including any schedules and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties with respect to such subject matter.

11.3.6.
Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures or scanned copies of executed counterparts shall be deemed as valid as original signatures.

11.3.7.
Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all third-party claims, demands, actions, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or relating to the infringement or misappropriation of any intellectual property rights by the indemnifying Party in connection with its performance under this Agreement, provided that the indemnified Party promptly notifies the indemnifying Party of the claim and cooperates with the indemnifying Party

11.3.8.
Relationship of the Parties: The Parties are independent contractors, and nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between the Parties. Neither Party has the authority to bind the other Party or to incur any liability on behalf of the other Party, and neither Party shall hold itself out as having such authority.

11.3.9.
No Third-Party Beneficiaries: This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein shall be construed as giving any rights or remedies to any third party.

11.4. Confidentiality

11.4.1.
Subject to clause 11.4.2, no party may:

11.4.1.1.
disclose any Confidential Information to any person;

11.4.1.2.
use any Confidential Information in any manner which may cause loss to the Company or the other parties; or

11.4.1.3.
make any public announcement or issue any press release regarding this agreement or a party’s involvement with the Company.

11.4.2. Permitted disclosure

11.4.2.1.
A party may disclose, and may permit its Representatives to disclose, any Confidential Information (and the other restrictions in clause 12.1 do not apply in such cases):

11.4.2.1.1.
with the prior written consent of the party to whom the Confidential Information relates;

11.4.2.1.2.
to the extent it is required to do so by Law; or

11.4.2.1.3.
to a professional adviser in order for it to provide advice in relation to matters arising under or in connection with this agreement and provided that the party disclosing the Confidential Information ensures

11.5. Dispute resolution

11.6.
Disputes
A party must not commence court proceedings or arbitration relating to any dispute arising from this agreement without first complying with this clause, except where a party seeks urgent interlocutory or equitable relief only

11.7. Notice of dispute

11.7.1.
A party claiming that a dispute has arisen under this agreement must give written notice of the details of the dispute to the other party or parties in dispute. 

11.7.2.
Each party that has given or received notice of the dispute under this clause must promptly:

11.7.2.1.
designate as its representative in negotiations relating to the dispute a person with authority to settle the dispute; and

11.7.2.2.
use its best endeavours to resolve the dispute.

11.8. Resolution
If within 20 Business Days of receipt of the notice the parties to the dispute do not either, resolve the dispute, or agree as to: 

11.8.1.
a dispute resolution technique (expert determination) and procedures to be adopted; 

11.8.2.
the timetable for all steps in those procedures; and 

11.8.3.
the selection and compensation of the independent person required for such technique, 

11.8.4.
the parties must mediate the dispute in accordance with the mediation rules of the Law Society of Victoria.

11.9. Accrued rights

11.9.1.
Termination of this agreement under clause 12.1 is without prejudice to any accrued rights of the Shareholders.

11.9.2.
All parties and respective key people agrees that after termination of this agreement the obligations under clauses 8 (non-competition), 12 (confidentiality), 14 (termination), 15 (Goods and Services Tax) and 17 (general) continue in force.

11.10. Goods and Services Tax

11.10.1. Definitions
In this clause:

11.10.1.1.
GST means "GST" as defined in A New Tax System (Goods and Services Tax)Act 1999 as amended (GST Act) or any replacement or other relevant legislation and regulations;

11.10.1.2.
words used in this clause which have a particular meaning in the GST law (as defined in the GST Act, and also including any applicable legislative determinations and Australian Taxation Office public rulings) have the same meaning, unless the context otherwise requires;

11.10.1.3.
any reference to GST payable by a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member; and

11.10.1.4.
if the GST law treats part of a supply as a separate supply for the purpose of determining whether GST is payable on that part of the supply or for the purpose of determining the tax period to which that part of the supply is attributable, such part of the supply is to be treated as a separate supply.

11.10.2. General exclusion of GST
Unless GST is expressly included, the consideration expressed to be payable under any other clause of this agreement for any supply made under or in connection with this agreement does not include GST.

11.10.3. Gross-up of Taxable Supply
To the extent that any supply made under or in connection with this agreement is a taxable supply, the GST exclusive consideration otherwise payable for that supply is increased by an amount equal to that consideration multiplied by the rate at which GST is imposed in respect of the supply, and is payable at the same time.

11.10.4. Further acts
Each party agrees to do all things, including providing tax invoices and other documentation, that may be necessary or desirable to enable or assist the other party to claim any input tax credit, adjustment or refund in relation to any amount of GST paid or payable in respect of any supply made under or in connection with this agreement.

11.10.5. Reimbursement and indemnity
If a payment to a party under this agreement is a payment by way of reimbursement or indemnity and is calculated by reference to the GST inclusive amount of a loss, cost or expense incurred by that party, then the payment is to be reduced by the amount of any input tax credit to which that party is entitled in respect of that loss, cost or expense before any adjustment is made for GST pursuant to clause 15.3.

11.11. Costs and expenses

11.11.1. Stamp duty
The Company must pay all stamp duty on this agreement and any instrument or document executed under this agreement.

11.11.2. Transaction costs
Except as agreed between the parties, each party must bear its own legal and other costs and expenses of and incidental to the preparation and execution of this agreement.

11.12. General

11.12.1. Notices
Any notice given under or in connection with this agreement (Notice):

11.12.1.1.
must be in writing and signed by a person duly authorised by the sender;

11.12.1.2.
must be addressed and delivered to the intended recipient by hand, by prepaid post, by email at the address, mobile number or email address last notified by the intended recipient to the sender; and

11.12.1.3.
is taken to be given and made:

11.12.1.3.1.
in the case of hand delivery, when delivered; 

11.12.1.3.2.
in the case of delivery by post, seven Business Days after the date of posting (if posted to an address in the same country) or fourteen Business Days after the date of posting (if posted to an address in another country); 

11.12.1.3.3.
in the case of an email, on the day and at the time it is sent, provided that the sender’s device issues a report confirming the transmission of the message received; and

11.12.1.3.4.
in the case of an email, on the day and at the time that the recipient confirms the email is received.

11.12.1.3.5.
This clause does not limit the way in which a notice can be deemed to be served under any Law.

11.12.2. Governing law and jurisdiction
The laws applicable in Victoria Australia govern this agreement.

11.12.2.1.
The parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts.

11.12.3. Invalidity
A word or provision must be read down if:

11.12.3.1.
this agreement is void, voidable, or unenforceable if it is not read down;

11.12.3.2.
this agreement will not be void, voidable or unenforceable if it is read down; and

11.12.3.3.
the provision is capable of being read down.

11.12.4.
A word or provision must be severed if:

11.12.4.1.
despite the operation of clause 15.3.1, the provision is void, voidable or unenforceable if it is not severed; and

11.12.4.2.
this agreement will be void, voidable or unenforceable if it is not severed.

11.12.4.3.
The remainder of this agreement has full effect even if clause 17.3.2.1 or 15.3.2.2 applies.

11.13. Agreement and Constitution

11.13.1.
If there is an inconsistency between this agreement and the Constitution, the provisions of this agreement prevail. An inconsistency will be considered to exist if, regardless of the purpose of the provision, the relevant subject matter or action to be taken (including the issue or Disposal of Securities) is dealt with differently in both the Constitution and this agreement.

11.13.2.
If necessary, the Shareholders must procure that the Constitution (and the constitution of each Subsidiary) is amended as soon as is practicable to ensure that a provision of this agreement is effective in accordance with its terms.

11.13.3.
To the maximum extent permitted by Law, the parties agree to waive any provisions contained in the Constitution to the extent that those provisions are inconsistent with the provisions in this agreement, so that they have no force or effect during the term of this agreement.

11.14. Cumulative Rights
The rights and remedies in this agreement are in addition to other rights and remedies given by Law independently of this agreement.

11.15. Entire agreement
This agreement constitutes the entire agreement between the parties and supersedes any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of this agreement, whether orally or in writing.

11.16. Counterparts
This agreement may be executed in any number of counterparts. All counterparts taken together constitute one instrument.

11.17. Assignment
A party may not assign, transfer or in any other manner deal with its rights under this agreement.

11.18. Further assurances
Each party must promptly execute all requirements to enable use of the Application and do all other things reasonably necessary or desirable to give effect to the arrangements recorded in this agreement.