Terms of Service

Consulting Services Agreement

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This CONSULTING SERVICES AGREEMENT (Agreement) is by and between TUPPENCE CONSULTING, with a principal place of business at 7 Poplar Grove, CARNEGIE VICTORIA 3163, AUSTRALIA (Tuppence Consulting) and the party clicking through to accept this Agreement, Quotation or executing any Statement of Work (SOW) referencing this Agreement (the Customer, and together with Tuppence Consulting, the Parties), and constitutes a binding agreement among the Parties. By accepting this Agreement, Quotation or executing any SOW, the Customer agrees to be bound by the terms of this Agreement. This Agreement shall be effective on either the date on which the Customer clicks through to accept this Agreement or the date on which both Parties execute a SOW (the Effective Date).  A SOW can be considered executed by way of a Purchase Order issued by the Customer or verbal or email authority to proceed with the works. If an individual is entering into this Agreement on behalf of a company, organisation or another legal entity (an Entity), such individual is agreeing to this Agreement for that Entity and representing to Tuppence Consulting that such individual has the authority to bind such Entity and its affiliates to these Terms, in which case the term the Customer as used herein will refer to such entity and its affiliates. Pursuant to the Terms of Service agreed to by the Customer (Terms of Service), the Customer is subscribing to the Service (as that term is defined in the Terms of Service). The Customer wishes to engage Tuppence Consulting to receive the Consulting Services described herein, and Tuppence Consulting agrees to provide the Consulting Services under this Agreement. In consideration of the foregoing, the Customer and Tuppence Consulting, intending to be legally bound, agree to the terms set forth below.

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1. Scope.

All services pursuant to this Agreement provided by Tuppence Consulting to the Customer will be outlined in one or more in one or more mutually agreed-upon and jointly executed SOW or service order form, each incorporated into this Agreement and describing in detail the scope, nature and other relevant characteristics of services to be delivered (collectively, Consulting Services,). All terms not defined herein shall have the meaning ascribed to them in the Terms of Service, including but not limited to any reference to the Service.

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2. Retention.

The Customer hereby retains Tuppence Consulting to provide the Consulting Services described in one or more SOWs, subject to the terms and conditions set forth in this Agreement. The terms and conditions of this Agreement will govern the provision of Consulting Services under any SOW (including any exhibits thereto) executed by the Parties. Tuppence Consulting shall not be obligated to perform any Consulting Services until both Parties have mutually agreed upon and executed an SOW.

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3. Performance of Consulting Services.

3.1. Each SOW will include reasonable details, at a minimum, about the Consulting Services, Fees charged, and Personnel employed in performing the Consulting Services. Tuppence Consulting and the Customer agree to cooperate in good faith to achieve satisfactory completion of the Consulting Services in a timely and professional manner.

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3.2. The Parties will each designate a representative to interface and facilitate the successful completion of the Consulting Services (the Customer’s Representative and Tuppence Consulting’s Representative, respectively). Any Subcontractor (defined below) designated by Tuppence Consulting to perform any portion of the Consulting Services will designate a representative to interface with the Customer and Tuppence Consulting on all matters relating to Subcontractor’s performance of Consulting Services (Subcontractor’s Representative).

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3.3. Tuppence Consulting will perform the Consulting Services, directly or through a subcontractor of its choice. The Customer agrees to provide, at no cost to Tuppence Consulting, timely and adequate assistance and other resources reasonably requested by Tuppence Consulting to enable the performance of the Consulting Services (collectively, Assistance). Neither Tuppence Consulting, nor its Subcontractors will be liable for any deficiency in the performance of Consulting Services to the extent resulting from any acts or omissions of the Customer, including but not limited to, the Customer’s failure to provide Assistance as required hereunder.

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3.4. In performing the Consulting Services, Tuppence Consulting will provide such resources, and utilise such qualified employees and/or non-employee contractors of Tuppence Consulting (Subcontractors and together with Tuppence Consulting’s employees, Personnel) as it deems necessary to perform the Consulting Services or any portion thereof. The Customer may object to Tuppence Consulting’s election of Subcontractors by specifying its objection to Tuppence Consulting, in which case the Parties will cooperate in good faith to appoint another Subcontractor to perform such Consulting Services. Tuppence Consulting may replace Personnel in its normal course of business, provided that Tuppence Consulting will be responsible for the performance of Consulting Services by all Personnel.

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3.5. Tuppence Consulting will control the method and manner of performing all work necessary for the completion of Consulting Services, including but not limited to the supervision and control of any Personnel performing Consulting Services. Tuppence Consulting will maintain such number of qualified Personnel and appropriate facilities and other resources sufficient to perform Tuppence Consulting’s obligations under this Agreement in accordance with its terms.

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3.6. With the Customer’s approval, Tuppence Consulting may enter (assume into) the Customer’s Account as needed to provide the Consulting Services.

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3.7. This Agreement does not grant any license to any of Tuppence Consulting’s, or any Subcontractor’s software or products (including, without limitation, the Service), except as specifically provided pursuant to Section 10.

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3.8. In the event that the Customer seeks to change the scope of Consulting Services to be provided under any SOW (including but not limited to any changes to the project schedule described in the SOW), the Customer shall discuss such proposed changes with Tuppence Consulting. If Tuppence Consulting elects to perform such changes to the Consulting Services, the Parties shall work together in good faith to incorporate the changes. Tuppence Consulting shall be entitled to an adjustment in Fees pursuant to the changes requested. Tuppence Consulting shall not be obligated to perform any differing or additional Consulting Services unless the Parties have mutually agreed upon the change.

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3.9. For SOWs that are deliverable/milestone based, upon delivery of all deliverables or completion of all milestones detailed in the SOW, Tuppence Consulting shall provide the Customer with written notice (Completion Notice). The Customer shall then have five (5) days after the date of the Completion Notice to provide Tuppence Consulting with written notice describing any deliverables that have not been provided or milestones not met. The SOW shall be deemed complete absent the Customer’s timely written notice of any deliverables or milestones not having been met. For the avoidance of doubt, a Completion Notice shall not be necessary for SOWs that are Time and Materials based.

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4. Fees; Payment Terms.

4.1. The Customer will pay Tuppence Consulting the fees to provide the Consulting Services as detailed or described in a SOW (the Fees). Unless agreed upon otherwise in the applicable SOW, Tuppence Consulting shall invoice the Customer for the Services provided at the completion of the works. All Fees (excluding those described in Section 4.4) are due and payable within 30 days of the invoice date, except for Fees that the Customer disputes in good faith for reasons articulated in writing by the Customer within thirty (30) days after receiving such invoice.

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4.2. All Consulting Services will be provided on either a time and materials or fixed-fee basis, as indicated in the applicable SOW or Quotation. Each SOW providing for time and materials-based Fees will contain a detailed estimate of such time and materials necessary for the performance of Consulting Services (Quotation). Tuppence Consulting will make a commercially reasonable effort to provide such Consulting Services within such Quotation, up to the number of hours agreed to by the Parties. Tuppence Consulting will make a reasonable effort to notify the Customer as soon as practicable if it appears that Quotation may be exceeded. Upon receiving such amended Quotation, the Customer will assess, and accept or reject the amended Quotation. Unless the Customer rejects such amended Quotation within five (5) days of delivery, such amended Quotation shall be deemed accepted by the Customer and the Customer shall be liable for all Fees associated with Consulting Services delivered in reliance on such amended Quotation.  Where the Customer has opted for a fixed-fee engagement, this will be subject to a percentage-based payment schedule as indicated in the applicable SOW or Quotation.

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4.3. The performance of Consulting Services may be subject to a retainer to be paid in advance by the Customer upon execution and delivery of the SOW. Such retainer will be applied against Fees which become payable by the Customer pursuant to this Agreement. Tuppence Consulting may refuse to perform Consulting Services unless and until such retainer is paid to Tuppence Consulting.

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4.4 With respect to cancellations for a time and materials-based booking, the following schedule will apply; (provided the booking had been held for a minimum of four (4) days) (a) Cancellations made less than seven (7) full business days from the booking date will be subject to 50% of the applicable daily rate (b) Cancellations made less than two (2) full business days from the booking date will be subject to 100% of the applicable daily rate Any booking that is not subject to a fixed fee payment schedule is considered a time and materials booking.

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4.5. In addition to any and all Fees, the Customer will reimburse Tuppence Consulting for any reasonable expenses for travel, accommodation, communications, and out-of-pocket expenses incurred by Tuppence Consulting in connection with providing the Consulting Services (Expenses). Tuppence Consulting will on-charge these at cost and provide reasonable documentation for all expenses upon request by the Customer. The Customer shall reimburse Tuppence Consulting for Expenses within seven (7) days of submission of the Expenses to the Customer by Tuppence Consulting.

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4.6. Any unpaid Fees or Expenses will become overdue thirty (30) days after payment is due and shall be subject to a late fee of three percent (5%) per month compounding for each month where payment is not received. The Customer’s failure to make timely payments under this Agreement may be considered by Tuppence Consulting a material breach of this Agreement by the Customer, which may result in the suspension of Consulting Services by Tuppence Consulting.

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5. Relationship of the Parties

Tuppence Consulting is an independent contractor and will maintain complete control of and responsibility for its Personnel, methods and operations. Tuppence Consulting at no time will hold itself out as an agent, subsidiary or affiliate of the Customer for any purpose. This Agreement will not be construed so as to create a partnership, other joint venture or undertaking, or an agency relationship between the Parties, and neither Party shall become liable for any representation, act or omission of the other Party or have the authority to contractually bind the other Party. Any Fees, Expenses or other amounts paid by the Customer to Tuppence Consulting hereunder shall not be considered salary for superannuation or payroll tax purposes and neither Tuppence Consulting nor its Personnel will be entitled to any fringe benefits, including sick or annual leave pay, or other supplemental benefits of the Customer unless otherwise required by law. The Customer shall not be responsible for deducting or withholding from Fees or Expenses paid under this Agreement any taxes, unemployment, superannuation, or other such expense unless otherwise required by law.

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6. Term and Termination

6.1. This Agreement will commence on the Effective Date and will remain effective for as long as any SOW is in effect among the Parties unless terminated earlier in accordance with the terms of this Section 6. Any termination of this Agreement shall terminate any then-effective SOW.

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6.2. This Agreement may be terminated by either party with or without cause upon no less than thirty (30) days advance written notice to the other Party.

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6.3. Either Party may terminate this Agreement if the other Party materially breaches any obligation hereunder, provided the terminating Party has provided notice of such breach to the other Party and an opportunity to cure such breach during a period of not less than thirty (30) days following such notice.

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6.4. Upon termination of this Agreement, Tuppence Consulting will immediately cease performing any Consulting Services, and the Customer will pay Tuppence Consulting any Fees not yet paid for all Consulting Services provided pursuant to any SOW on or prior to such termination on a prorated basis (or on such other basis as the Parties will mutually agree) and reimburse Expenses incurred on or prior to termination not yet reimbursed.

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6.5. Sections 4 through 16 of this Agreement will survive any termination of the Agreement to the extent necessary to implement their objectives. Termination of this Agreement will be without prejudice to other rights or remedies of any Party under this Agreement or applicable law, including, without limitation, any remedies for a breach of this Agreement prior to such termination.

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7. Warranties, Limitation of Liability.

7.1. Tuppence Consulting hereby represents and warrants that: (a) it has all authority, licenses, permits, and consents necessary to enter into and perform its obligations under this Agreement, and will fully comply with all applicable laws and regulations in performing the Consulting Services; (b) the Consulting Services provided pursuant to this Agreement will be performed in a timely and professional manner by Tuppence Consulting, its Personnel or Subcontractor, consistent with generally accepted industry standards; provided that the Customer’s sole and exclusive remedy for any breach of this warranty will be, at Tuppence Consulting’s option, re-performance of the Consulting Services or termination of the applicable SOW and return of the portion of the Fees paid to Tuppence Consulting by the Customer for the nonconforming portion of the Consulting Services; and (c) it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or, to its best knowledge, which will interfere with its performance of the Consulting Services.

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7.2. The Parties hereby agree that:
(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, TUPPENCE CONSULTING EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
(b) CUSTOMISED DELIVERABLES, SUCH AS, BUT NOT LIMITED TO, CUSTOM APPLICATIONS, INTEGRATIONS, DATABASE OBJECTS AND PROGRAMMING SCRIPTS, THAT ARE IDENTIFIED AND BEING DELIVERED UNDER A SOW (COLLECTIVELY, CUSTOMISED DELIVERABLE) ARE PROVIDED TO THE CUSTOMER AS IS AND TUPPENCE CONSULTING MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO THE CUSTOMER OR ANY THIRD PARTY REGARDING THE USABILITY, CONDITION, OPERATION, FUTUREPROOFING OR FITNESS OF THE CUSTOMISED DELIVERABLE. TUPPENCE CONSULTING SHALL NOT BE RESPONSIBLE, AT LAW OR OTHERWISE, FOR ANY CUSTOMISED DELIVERABLE DESPITE ANY OTHER WARRANTIES OR GUARANTEES, IN THE EVENT THAT THE CUSTOMER MODIFIES ANY CUSTOMISED DELIVERABLE IN A MANNER NOT INSTRUCTED BY TUPPENCE CONSULTING. TUPPENCE CONSULTING DOES NOT WARRANT THAT THE CUSTOMER’S OR ANY THIRD PARTY’S ACCESS TO OR USE OF THE CUSTOMISED DELIVERABLE SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. TUPPENCE CONSULTING EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING CUSTOMISED DELIVERABLE, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. FURTHER, TUPPENCE CONSULTING EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO SUPPORT OR MAINTAIN CUSTOMISED DELIVERABLE AND WILL NOT DO SO UNLESS OTHERWISE AGREED BY THE PARTIES. THIS DISCLAIMER OF WARRANTY AND LIABILITY IS EXPRESSLY MADE IN ADDITION TO ANY DISCLAIMERS MADE BY TUPPENCE CONSULTING OR ITS AFFILIATES UNDER THE TERMS OF SERVICE WITH RESPECT TO THE SERVICES AS APPLICABLE TO THE CUSTOMER AND ANY THIRD PARTY’S USE OF THE SERVICES.
(c) THESE DISCLAIMERS AND EXCLUSIONS WILL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE.

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7.3. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY THE OTHER PARTY OR SUCH THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE CONSULTING SERVICES, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

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7.4. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY CONSULTING SERVICES, SHALL IN NO EVENT EXCEED THE FEES PAID BY THE CUSTOMER PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 7.4 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF TUPPENCE CONSULTING WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. TUPPENCE CONSULTING HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE CUSTOMER THE CONSULTING SERVICES PROVIDED FOR IN THIS AGREEMENT.

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7.5. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. IN THESE JURISDICTIONS, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

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8. Indemnification

8.1 Tuppence Consulting will indemnify and hold the Customer harmless from and against any claim against the Customer alleging that any work completed under this Agreement infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an IP Claim). Tuppence Consulting will, at its expense, defend such IP Claim and pay damages finally awarded against the Customer in connection therewith, including the reasonable fees and expenses of the legal counsel engaged by Tuppence Consulting for such defence, provided that:
(a) the Customer promptly notifies Tuppence Consulting of the threat or notice of such IP Claim;
(b) Tuppence Consulting will have the sole and exclusive control and authority to select legal counsel, defend and/or settle any such IP Claim; and
(c) the Customer fully cooperates with Tuppence Consulting in connection therewith. Tuppence Consulting will have no liability or obligation under this Section 8 with respect to any IP Claim if such claim is caused in whole or in part by
(i) compliance with designs, data, instructions or specifications provided by the Customer;
(ii) modification of the work completed under this Agreement by anyone other than Tuppence Consulting; or
(iii) the combination, operation or use of the work with other hardware or software where the work would not by itself be infringing.

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8.2 the Customer will indemnify and hold Tuppence Consulting harmless from and against any claim against Tuppence Consulting arising from or related to the Customer’s breach of this Agreement, provided that
(a) Tuppence Consulting promptly notifies the Customer of the threat or notice of such claim;
(b) the Customer will have the sole and exclusive control and authority to select legal counsel, defend and/or settle any such Tuppence Consulting Indemnity Claim; and
(c) Tuppence Consulting fully cooperates with the Customer in connection therewith. The Customer will have no liability or obligation under this Section 8 with respect to any Tuppence Consulting Indemnity Claim to the extent such Tuppence Consulting Indemnity Claim is caused by the Customer’s use of any deliverable provided by Tuppence Consulting in compliance with instructions provided by Tuppence Consulting.

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9. Confidentiality

9.1. For the purposes of this Agreement, Confidential Information means all information disclosed by Tuppence Consulting to the Customer or by the Customer to Tuppence Consulting which is in tangible form and labelled confidential (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include information that;
(a) was already known to the receiving party at the time of disclosure by the disclosing party;
(b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information;
(c) is or becomes generally available to the public other than by violation of these Terms; or
(d) was or is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.

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9.2. Subject to the express permissions of this Agreement, Tuppence Consulting and the Customer will protect each other’s Confidential Information from unauthorised use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information solely to those of its Personnel who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse such Confidential Information.

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9.3. Notwithstanding the foregoing, this Agreement shall not prevent the party receiving Confidential Information from disclosing such Confidential Information to the extent required by a judicial order or other legal obligation, provided that, in such event, the receiving party shall promptly notify the disclosing party of such requirement to allow intervention (and shall cooperate with the disclosing party at the disclosing party’s expense) to contest or minimise the scope of the disclosure (including an application for a protective order).

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9.4. The Parties acknowledge that any unpermitted disclosure of a party’s Confidential Information is likely to cause the disclosing party irreparable harm for which its remedies at law would be inadequate. Accordingly, each Party (as the receiving party) acknowledges and agrees that the Party disclosing Confidential Information will be entitled, in addition to any other remedies available to it at law or in equity, to the issuance of injunctive relief, without bond, enjoining any breach or threatened breach of the receiving party’s obligations hereunder with respect to the Confidential Information of the disclosing party, and such further relief as any court of competent jurisdiction may deem just and proper.

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9.5. Upon termination of this Agreement or a request by a disclosing party, each party, as a receiving party of Confidential Information, will return to the disclosing party any and all copies of the material containing the other party’s Confidential Information, or any portion thereof, in the possession of the receiving party, except for the information necessary to implement the objectives of this Agreement after its termination. 9.6. Tuppence Consulting will consider signing any Non-Disclosure Agreement the Customer would like to subject it to.  Where there is a Non-Disclosure Agreement supplied and signed by both parties, Tuppence Consulting agrees that any terms in that Agreement will override any conflicting terms in Section 9 of this Agreement.

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10. Rights to Deliverables; Ownership.

10.1. The Customer hereby agrees that any work completed by Tuppence Consulting as part of this Agreement is for the unlimited sole use of the Customer only and will not duplicate or share any aspect or elements with any other entity without the express written permission of Tuppence Consulting.

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10.2. The Customer hereby agrees that any work completed by Tuppence Consulting as part of this Agreement remains the intellectual property of Tuppence Consulting.

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11. Entire Agreement.

This Agreement thereto constitutes the complete and exclusive statement of the agreement among the Parties with respect to the Consulting Services to be provided pursuant to this Agreement (to be supplemented by the SOW), and supersedes all prior negotiations, understandings or agreements (oral or written), between the Parties concerning its subject matter. Tuppence Consulting’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of the Terms. Without limiting the foregoing, the Parties agree and acknowledge that this Agreement shall have no effect on the rights and obligations of the Parties pursuant to the Terms of Service (or the Agreement as defined therein). Tuppence Consulting may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. Tuppence Consulting will notify the Customer not less than ten (10) days prior to the effective date of any such amendment and the Customer’s continued use of the Consulting Services following the effective date of any such amendment may be relied upon by Tuppence Consulting as the Customer’s consent to any such amendment.

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12. Waiver.

The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. No change, modification or waiver to this Agreement will be effective unless in writing and signed by both Parties.

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13. Severability.

In the event that any provision of this Agreement will, for any reason, be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will be interpreted as closely as possible so as not affect any other provision of this Agreement, and such provision will further be modified by said court to permit its enforcement to the maximum extent permitted by law.

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14. Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the State of Victoria, Australia without regard to the conflicts of law provisions thereof. Exclusive jurisdiction and venue for any action arising under this Agreement is in the federal court of Australia in Melbourne, Australia and both Parties hereby consent to such jurisdiction and venue for this purpose.