Zyrrah Licence Agreement

1. Forming a binding agreement

2. Definitions and interpretation

2.1 Definitions

In this Agreement, unless the context requires otherwise:

“Affiliate”

means, in relation to Zyrrah, any entity that:

1. (a) is a Related Body Corporate of Zyrrah; or
2. (b) Controls, is Controlled by, or is under common Control with Zyrrah.

“Agreement”

means the agreement formed between you and Zyrrah when you click on the “I have read and accept the Zyrrah Licence Agreement” checkbox to accept and agree to the terms of this agreement;

“Business Day”

means a day that is not a Saturday, Sunday, the Easter public holiday, Christmas Day, Boxing Day, or New Year's Day.

“Claims”

includes any claim, notice, demand, costs (including legal costs and expenses), debts, dues, liabilities, damages, losses, action, proceeding, litigation, investigation or judgment, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

“Content”

means any information, guides, assessments and other tools or materials that are provided in connection with the Zyrrah Software.

“Control”

has the meaning given to that term by section 50AA of the Corporations Act and “Controlled” has the same meaning.

“Controller”

means, in relation to a person's property a receiver or receiver and manager of that property; or anyone else who (whether or not as agent for the person) is in possession or has control of that property to enforce an Encumbrance.

“Corporations Act”

means the Corporations Act 2001 (Cth).

“Documentation”

means any information (such as frequently asked questions) that is provided by Zyrrah in connection with the Zyrrah Software and which provides guidance regarding the use of the Zyrrah Software.

“Encumbrance”

means any mortgage, pledge, lien, option, hypothecation, charge (whether fixed or floating) or other form of security interest or interest in the nature of a security interest whatsoever.

“Event of Default”

means any of the following events:

1. (a) a party breaching any material provision of this Agreement and failing to remedy the breach within 30 days after receiving notice requiring it to do so; or where that breach is incapable of remedy; or
2. (b) an Insolvency Event occurring in relation to a party.

“Insolvency Event”

means the occurrence of any of the following events in relation to any person:

1. (a) the person becomes insolvent as defined in the Corporations Act, states that it is insolvent or is presumed to be insolvent under an applicable law;
2. (b) the person is wound up, dissolved, or declared bankrupt;
3. (c) a liquidator, provisional liquidator, Controller, administrator, trustee for creditors, trustee in bankruptcy or other similar person is appointed to, or takes possession or control of, any or all of the person's assets or undertaking;
4. (d) the person enters into or becomes subject to any arrangement or composition with one or more of its creditors or any assignment for the benefit of one or more of its creditors; or
5. (e) anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the other paragraphs of this definition,

unless the event occurs as part of a solvent reconstruction, amalgamation, merger, or consolidation that has been approved in writing by the other party to this Agreement.

“Intellectual Property Rights”

means all intellectual and industrial property rights of whatever nature (whether or not registered or registrable) including, but not limited to:

1. (a) patents, copyrights, designs, trademarks, trade secrets, drawings, inventions, discoveries, research developments;
2. (b) any application or right to apply for registration of any of the rights in paragraph (a) and all renewals and extensions of those rights; and
3. (c) the right to have confidential information kept confidential.

“Loss”

means any debt or other monetary liability or penalty, fine or payment or any damages, losses, costs, charges, outgoings, or expenses of whatever description.

“Non-Excludable Provisions”

means the provisions of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010) or any other applicable consumer protection legislation that cannot lawfully be excluded, restricted or modified.

“Program Fees”

means the fees for the use of the Zyrrah Software which you agreed to pay when you created or last updated your Zyrrah personal account.

“Related Body Corporate”

has the meaning given to that term by section 9 of the Corporations Act.

“Relevant Person”

in the case of Zyrrah means each Affiliate of Zyrrah and each of Zyrrah's and its Affiliates' officers, directors, employees, contractors, consultants, agents and representatives.

“Term”

means the period that you specified as the term of this Agreement when you created or last updated your Zyrrah personal account.

“Third Party Products”

means services, products and/or Content provided by third parties.

“Zyrrah personal account”

means the account that you are opening with Zyrrah to enable you to use the Zyrrah Software.

“Zyrrah Software”

means the Zyrrah cloud-based software program (which is provided as an App).

“Zyrrah Website”

means the URL www.Zyrrah.com (or any other domain or sub-domain used by Zyrrah from time-to-time);

2.2 Words and expressions

In this Agreement, unless the context requires otherwise:

1. (a) the singular includes the plural and vice versa;
2. (b) where a word or phrase is defined, its other grammatical forms have a corresponding meaning
3. (c) a reference to a party, clause, paragraph, schedule or annexure is a reference to a party, clause, paragraph, schedule or annexure to or of this Agreement;
4. (d) a reference to this Agreement includes any schedules or annexures;
5. (e) headings are for convenience and do not affect interpretation;
6. (f) a reference to any document or agreement includes a reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time;
7. (g) a reference to a party includes its executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;
8. (h) words and expressions denoting natural persons include bodies corporate, partnerships, associations, firms, governments and governmental authorities and agencies and vice versa;
9. (i) a reference to any legislation or to any provision of any legislation includes:
   1. (i) any modification or re-enactment of the legislation;
   2. (ii) any legislative provision substituted for, and all legislation, statutory instruments and regulations issued under, the legislation or provision; and
   3. (iii) where relevant, corresponding legislation in any Australian State or Territory;
10. (j) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this document or any part of it; and
11. (k) the words “including”, “for example”, “such as” or other similar expressions (in any form) are not words of limitation.

2.3 Other rules of interpretation

In this Agreement, unless expressly provided otherwise:

1. (a) (Business Days) if the day on or by which any act, matter or thing is to be done is a day other than a Business Day, the act, matter or thing will be done on the next Business Day; and any money falls due for payment on a date other than a Business Day, that money will be paid on the next Business Day (without interest or any other amount being payable in respect of the intervening period); and
2. (b) (inconsistency within document) if a clause of this Agreement is inconsistent with any other agreement, schedule or annexure, this Agreement prevails to the extent of the inconsistency.

3. Access

3.1 Access

In consideration of payment of the Program Fees, Zyrrah grants to you the non-exclusive and non-transferable right for you to use the Zyrrah Software for your own personal use and solely for the Term, and on the terms and conditions set out in this Agreement.

3.2 Your obligations

1. (a) You acknowledge and agree that you will:
   1. (i) be responsible for the accuracy and completion of the payment and contact details that you provide to Zyrrah;
   2. (ii) ensure that the configuration of the Zyrrah Software and the outcomes that the Zyrrah Software is capable of delivering to you meet your requirements;
   3. (iii) ensure that you use the Zyrrah Software strictly in accordance with the terms of this Agreement and strictly in compliance with all applicable laws and regulations;
   4. (iv) make every reasonable effort to prevent unauthorised access to the Zyrrah Software;
   5. (v) ensure that your email, device and web browser comply with the specifications Zyrrah provides from time to time; and
   6. (vi) comply with any request by Zyrrah in connection with the Zyrrah Software (including your use and access), or otherwise in relation to this Agreement.
2. (b) You agree to assume all risks and costs associated with your use of the Zyrrah Software and any internet access fees, including all data and roaming changes.

3.3 Control of Zyrrah Software

You acknowledge and agree that you will not:

1. (a) use the Zyrrah Software other than for your own personal use;
2. (b) use the Zyrrah Software other than as provided in this Agreement;
3. (c) make the Zyrrah Software available to any other person;
4. (d) access or attempt to access the source code of the Zyrrah Software;
5. (e) copy, reverse engineer, adapt, decompile, vary or modify the Zyrrah Software;
6. (f) use the Zyrrah Software to create, train, or improve (directly or indirectly) a substantially similar product or service, including, without limitation, any other content delivery or culture or personal improvement platform or service;
7. (g) use the Zyrrah Software to undertake any activities in relation to any information or materials which breach any laws or regulations, infringe a third party's rights, or are contrary to any relevant standard or code;
8. (h) knowingly transmit to the Zyrrah Software or use the Zyrrah Software to transmit, any virus or other disabling feature; nor
9. (i) attempt any of the above acts or permit another person to do any of the above acts.

3.4 Availability of Zyrrah Software

1. (a) You acknowledge and agree that the Zyrrah Software is provided on an “as is” and “as available” basis. While Zyrrah will use reasonable endeavours to provide the Zyrrah Software to you, you unconditionally and irrevocably acknowledge and agree that the Zyrrah Software may not be continuous or fault-free and may not be available at all times. Events which are outside Zyrrah's reasonable control may also affect the Zyrrah Software. The Zyrrah Software may contain bugs, errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device, and from peripherals (including without limitation, servers, computers, tablets and smart phones) connected to your device.
2. (b) Notwithstanding any other term of this Agreement, Zyrrah may (and hereby reserves the right to) suspend your access to the Zyrrah Software if you breach the terms of this Agreement.
3. (c) Zyrrah may suspend or limit your access to the Zyrrah Software from time to time for scheduled modification, upgrading or maintenance of the Zyrrah Software, by providing you with at least 1 day's notice.
4. (d) Zyrrah may suspend or limit your access to the Zyrrah Software from time to time for emergency maintenance should this be necessary.

4. Content

4.1 Third Party Products

1. (a) You acknowledge and agree that the ongoing operation of the Zyrrah Software is dependent on third-party services, such as but not limited to:
   1. (i) hosting services;
   2. (ii) email services; and
   3. (iii) analytics services.
2. (b) You understand that certain components or features of the Zyrrah Software may include Third Party Products.
3. (c) You acknowledge and agree that Zyrrah:
   1. (i) is not responsible for the availability of any Third Party Products;
   2. (ii) does not endorse or warrant the accuracy of any Third Party Products; and
   3. (iii) shall in no way be liable for any loss or damage you incur or suffer, or allege to have incurred or suffered, either directly or indirectly, as a result of your use and/or reliance upon any Third Party Products.

4.2 Your use of the Zyrrah Software

1. (a) You understand and agree that the Zyrrah Software derives insights from the manner in which you choose to respond or fail to respond to the Zyrrah Software. You acknowledge and agree that, to the extent permitted by law, Zyrrah is not liable for the manner in which you respond or fail to respond to the Zyrrah Software or to the manner in which you choose to use or ignore any insights generated by the Zyrrah Software.
2. (b) You understand and agree that any data or insights that the Zyrrah Software derives from the manner in which you use the Zyrrah Software will be available to Zyrrah to provide you with access rights to the Zyrrah Software; to provide you with insights and actionable outcomes that you may use to improve your wellbeing; to fix any error in the Zyrrah Software; to upgrade, develop or improve the Zyrrah Software; or to fix, upgrade, develop or improve Zyrrah's other products or services.
3. (c) The Zyrrah Software may provide links to other websites or apps. Those links are provided for convenience only and may not remain current or be maintained. Zyrrah is not responsible for the content or privacy practices associated with third party service providers, websites or apps.
4. (d) The Zyrrah Software may provide contact details of professional referral partners that you may wish to consult. Zyrrah is also not responsible for any advice that you may receive from any professional referral partner, the quality of that advice or any decisions that you may take in light of that advice.

5. Program Fees

5.1 Program Fees for the Zyrrah Software

1. (a) In utilising the Zyrrah Software, you agree to pay the Program Fees monthly or annually in advance as you selected when you created or last updated your Zyrrah personal account.
2. (b) You agree that, subject to the Non-Excludable Provisions, any Program Fees paid in advance are non-refundable except:
   1. (i) where required by law; or
   2. (ii) where Zyrrah fails to provide the Zyrrah Software in accordance with this Agreement, in which case you are entitled to a pro-rata refund of the unused portion of the period of use that you paid for.
3. (c) You acknowledge and agree that your access to the Zyrrah Software will be suspended if you fail to pay the Program Fees by the due date which you agreed to when you created or last updated your Zyrrah personal account.

5.2 Payment terms

All Program Fees must be paid in advance and be paid by credit card or by any other method specified on the Zyrrah Website in immediately available funds.

6. Representations, warranties and liabilities

6.1 Mutual representations and warranties

Each party represents and warrants that:

1. (a) this Agreement constitutes a valid and legally binding obligation of that party in accordance with its terms; and
2. (b) the execution, delivery and performance of this Agreement will not contravene any law regulation, order, judgment or decree of any court or government agency which is binding on that party or any of its property, or any agreement, undertaking or instrument which is binding on it or any of its property.

6.2 Disclaimer

1. (a) Nothing in this Agreement excludes, restricts or modifies any right or remedy you have under the Non-Excludable Provisions.
2. (b) Subject to the Non-Excludable Provisions and the express representations and warranties given by Zyrrah under clause 6.1, Zyrrah disclaims all express or implied representations, warranties, guarantees and conditions with regard to the Zyrrah Software or the results that you may obtain by using the Zyrrah Software.
3. (c) You acknowledge and agree that you are solely responsible for the manner in which you respond or fail to respond to the Zyrrah Software and for the manner in which you choose to use or ignore any insights or actionable outcomes generated by the Zyrrah Software.
4. (d) Zyrrah will not be liable if you are unable to use the Zyrrah Software due to any incompatibility or fault or incorrect configuration of your equipment or an interference, network congestion or outages on the network connecting you with the Zyrrah Software.
5. (e) You acknowledge and agree that Zyrrah does not control the transfer of data over communications facilities.

6.3 Limitation of liability

1. (a) Subject to the Non-Excludable Provisions, Zyrrah's liability for failure to comply with a consumer guarantee is limited, at Zyrrah's option, to: (i) the replacement of the Zyrrah Software or the supply of an equivalent service; or (ii) the repair of the Zyrrah Software; or (iii) the payment of the cost of replacing the Zyrrah Software or of acquiring an equivalent service; or (iv) the payment of the cost of having the Zyrrah Software repaired.
2. (b) This clause 6.3 does not limit any right or remedy you may have under the Non-Excludable Provisions that cannot be excluded or limited.

6.4 Exclusion of liability

Subject to the Non-Excludable Provisions, Zyrrah excludes liability for any consequential or indirect loss or damage (including by way of example, loss of profit, loss of opportunity, loss of goodwill, loss of business, damage to reputation, business interruption, loss or corruption of data and loss of privacy of communications) which may or does arise in connection with the Zyrrah Software or otherwise in connection with this Agreement or any breach of it, or any fraud or wilful misconduct by or on behalf of Zyrrah and/or any of its Relevant Persons.

6.5 Monetary limit

Notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, the aggregate liability of Zyrrah and all Relevant Persons to you for any Loss arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute or otherwise, will not exceed an amount equal to the Program Fees actually paid by you to Zyrrah in the 12 months immediately preceding the event giving rise to the liability.

7. Survival of representations and indemnities

7.1 Representations and warranties

All representations and warranties in this Agreement will survive the execution and delivery of this Agreement, will remain in full force and effect for the term of this Agreement and, are and will be given with the intent that liability under the representations and warranties will not be confined to breaches discovered prior to the date of this Agreement.

8. Intellectual property

8.1 Intellectual Property rights

You acknowledge and agree that:

1. (a) Zyrrah (or its Relevant Persons) owns or licences all of the Intellectual Property Rights in the Zyrrah Software, the systems, processes, content and background technology used to provide the Zyrrah Software and any data (other than your personal data), information or materials related to or arising from the use of the Zyrrah Software;
2. (b) nothing in this Agreement gives you any proprietary right to the Zyrrah Software and its associated Intellectual Property Rights; and
3. (c) all Intellectual Property Rights created by your use of the Zyrrah Software or otherwise in connection with this Agreement will vest and be owned by Zyrrah (and you hereby assign to Zyrrah all such existing and future Intellectual Property Rights).

9. Privacy

9.1 Privacy Policy

1. (a) Zyrrah maintains a privacy policy in compliance with the provisions of the Privacy Act 1988 (Cth) for data that it collects about you (“Privacy Policy”).
2. (b) By using the Zyrrah Software:
   1. (i) you consent and agree to the collection, processing and use of personal data about you and information about you from the manner in which you use or respond to or fail to respond to the Zyrrah Software which Zyrrah will use in accordance with the Privacy Policy, which is incorporated into, and forms an integral part of this Agreement including to:
      1. (A) provide the Zyrrah Software to you;
      2. (B) maintain, improve and personalise the Zyrrah Software and Zyrrah's other products and services; and
      3. (C) to enable the Zyrrah Software to deliver insights and actionable outcomes to you; and
      4. (D) use your de-identified data to contribute to Zyrrah's global wellbeing insights (but only where you specifically consent for Zyrrah to do so); and
   2. (ii) you acknowledge and agree that you accept and agree to be bound by the terms of the Privacy Policy.
3. (c) You confirm and agree that you have read and understood the Privacy Policy and agree that all personal information collected by Zyrrah is subject to the Privacy Policy.
4. (d) You acknowledge and agree that if you provide any health information when using the Zyrrah Software that this may constitute “sensitive information” for the purposes of the Privacy Act and that you are giving your specific consent for Zyrrah to use this information to provide the Zyrrah Software to you.
5. (e) You acknowledge and agree that:
   1. (i) Zyrrah may use Artificial Intelligence tools in the provision of the Zyrrah Software to provide you with more streamlined and effective responses when you use the Zyrrah Software including to respond dynamically to questions that you ask based on your question; the information that you have provided when you opened your Zyrrah personal account; the actions that you have taken when using the Zyrrah Software; and the application of the Zyrrah psychological methodology;
   2. (ii) the Artificial Intellidence tools used in the provision of the Zyrrah Software will not provide you with clinical, medical, or therapeutic advice and is limited to providing general wellbeing information and facilitate conversations with you.
6. (f) In using the Artificial Intelligence tools, your personal information is not shared with any other person or organisation.

9.2 Location data and cookies

The Zyrrah Software may use location data and cookies to improve your experience while using the Zyrrah Software, which also sends browsing information back to Zyrrah Software. By continuing to use the Zyrrah Software, you consent to the use of location data and cookies.

10. Force majeure

Zyrrah is not liable for any failure to perform or delay in performing its obligations under this Agreement if that failure is due to anything beyond Zyrrah's reasonable control.

11. Notices

11.1 Method

All notices, requests, demands, consents, approvals, offers, agreements or other communications (“notices”) given by a party under or in connection with this Agreement must be:

1. (a) in writing;
2. (b) signed by a person duly authorised by the sender or, where transmitted by email, sent by a person duly authorised by the sender;
3. (c) directed to the intended recipient's address (as specified in clause 11.3 or as varied by any notice); and
4. (d) hand delivered, sent by prepaid post or transmitted by email to that address.

11.2 Receipt

A notice given in accordance with this clause is taken as having been given and received:

1. (a) if hand delivered, on delivery;
2. (b) if sent by prepaid post, either:
   1. (i) on the day on which the relevant postal service estimates delivery will occur; or
   2. (ii) on the first day of the period during which the relevant postal service estimates delivery will occur,
   3. (iii) based on the most recent estimate published by the relevant postal service as at the date on which the notice is sent; or
3. (c) if transmitted by email, on transmission,

but if the delivery or transmission is not on a Business Day or is after 5.00 PM (recipient's time) on a Business Day, the notice is taken to be received at 9.00 AM (recipient's time) on the next Business Day.

11.3 Addresses

Unless varied by notice in accordance with this clause 11, Zyrrah's address and contact details are set out on the Zyrrah Website and your address and contact details are the address and contact details that you provided when you created or last updated your Zyrrah personal account.

11.4 Requirement for written notice

For the avoidance of doubt, the requirement in clause 11.1(a) applies to all notices unless expressly excluded and no implication to the contrary is to be drawn from the use of the expressions “written” or “in writing” in relation to some but not all notices.

12. Termination

12.1 Termination of the Agreement

This Agreement will terminate with immediate effect:

1. (a) by written agreement between the parties;
2. (b) by Zyrrah if you fail to pay any outstanding Program Fees prior to the date on which the payment fell due;
3. (c) at the close of business on the last day of the then current Term if Zyrrah gives you notice to that effect prior to that date;
4. (d) at the end of the then current Term unless you renew your Zyrrah personal account prior to the end of the then current Term by paying the Program Fees before the due date for payment; and
5. (e) by either party providing a written notice to the other party if an Event of Default occurs in respect of the other party.

12.2 Effect of Termination

1. (a) You will immediately cease to have access to the Zyrrah Software upon termination of this Agreement.
2. (b) Termination of this Agreement does not affect any accrued rights or remedies of either party.
3. (c) Upon the termination of this Agreement, Zyrrah's obligation to provide you with access to the Zyrrah Software will terminate and you will pay to Zyrrah all amounts due under this Agreement as at the date of termination.
4. (d) Zyrrah shall be entitled if it so elects to do so to retain (i) one copy of your data for the purpose of complying with its legal, regulatory or other compliance obligations, and (ii) any of your data contained in electronic files created pursuant to automatic archiving and back-up procedures in the ordinary course of business, and (iii) any of your data that is held on a de-identified basis.

12.3 Survival

This clause 12 and clauses 2, 6.2, 6.3, 6.4, 7, 8, 9, 13 and 14 survive termination of this Agreement.

13. GST

13.1 Definitions

For the purposes of this clause 13, Taxable Supply, Consideration and GST will have the meaning given to those terms in section 195-1 of the GST Act.

13.2 Exclusive of GST

If anything done, or required to be done, under this Agreement, or anything done in settlement of the consequences of a breach of any representation or warranty or other clause of this Agreement, constitutes a Taxable Supply by one party to another party, unless otherwise provided in this Agreement, the Consideration for that Taxable Supply will be exclusive of any GST.

13.3 Consideration to be increased

If the party making the Taxable Supply is liable for any GST on that Taxable Supply, subject to that party issuing a valid tax invoice (or adjustment note) to the party that receives the Taxable Supply, the Consideration received will be increased so that the party making the Taxable Supply receives, net of the GST liability, the Consideration otherwise calculated pursuant to this Agreement.

13.4 Sales tax

Unless otherwise expressly stated on the Zyrrah Website, all amounts payable under this Agreement are expressed to be exclusive of added tax, any similar sales tax, value added tax, goods and services tax or any tax that replaces sales taxes. Any tax payable in relation to any such amounts shall be paid in addition to those amounts, provided that a valid invoice is issued by the supplying party in relation to that supply. If any deductions or withholdings are required by law to be made from any amounts payable (other than in relation to income tax liability), the receiving party must promptly increase the sum it pays to the supplying party by the amount necessary to leave the supplying party with an amount equal to the sum it would have received if no such withholdings or deductions had been made.

14. General

14.1 Entire agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter. All prior discussions, undertakings, agreements, representations, warranties and indemnities in relation to that subject matter are replaced by this Agreement and have no further effect.

14.2 Paramountcy of Agreement

If this Agreement conflicts with any other document, agreement or arrangement, this Agreement prevails to the extent of the inconsistency.

14.3 Relationship between parties

This Agreement does not create a relationship of employment or partnership between the parties. Other than as expressly contemplated in this Agreement, no party may act or hold itself out as having the authority for another party or any way bind or commit another party to any obligation.

14.4 No merger

The provisions of this Agreement will not merge on completion of any transaction contemplated in this Agreement and, to the extent any provision has not been fulfilled, will remain in force.

14.5 Updates to this Agreement

Zyrrah reserves the right to amend, vary, modify and/or replace the terms of this Agreement on any renewal of this Agreement and that amendment, variation, modification and/or replacement shall be effective immediately upon you using the Zyrrah Software after the date on which this Agreement is renewed. Your continued use of the Zyrrah Software after the renewal date shall be deemed to be your acceptance of any amendments to the terms of this Agreement.

14.6 Assignment

You may not assign, transfer or otherwise deal with this Agreement or any right under this Agreement without the prior written consent of Zyrrah.

14.7 Severability

Part or all of any provision of this Agreement that is illegal or unenforceable will be severed from this Agreement and will not affect the continued operation of the remaining provisions of this Agreement.

14.8 Waiver

Waiver of any power or right under this Agreement:

1. (a) must be in writing signed by the party entitled to the benefit of that power or right; and
2. (b) is effective only to the extent set out in that written waiver.

14.9 Rights, remedies additional

Any rights and remedies that a person may have under this Agreement are in addition to and do not replace or limit any other rights or remedies that the person may have.

14.10 Further assurances

You must do or cause to be done all things necessary or reasonably desirable to give full effect to this Agreement and the transactions contemplated by it (including, but not limited to, the execution of documents).

14.11 Electronic delivery of document

If a party delivers an executed counterpart of this Agreement or any other document executed in connection with it (“Relevant Document”) by electronic means:

1. (a) the delivery will be deemed to be an effective delivery of an originally executed counterpart; and
2. (b) the party will still be obliged to deliver an originally executed counterpart, but the failure to do so will not affect the validity or effectiveness of the Relevant Document.

14.12 Governing law and jurisdiction

This Agreement will be governed by and construed in accordance with the laws in force in the State of New South Wales and each party submits to the exclusive jurisdiction of the courts of that State.