0468 711 227     info@bestnannies.com.au
 

TERMS AND CONDITIONS

1 About the Website

1.1 Welcome to Australian website www.bestnannies.com.au (the “Website”). The Website, operated by Best Nannies Pty Ltd (ACN 605 326 029) (“Best Nannies”), is a facilitator of child care services, providing a platform on which parents or guardians (the “Families”) can search for potential carers (the “Nannies”) and can make contact with their preferred Nanny for the provision of child care services.

1.2 The Website provides:
(a) Nannies are individuals who wish to engage with Families for the purposes of providing their child care services;
(b) Families are parents or guardians who wish to find Nannies for the purposes of child care;
with an opportunity to seek each other out in order to communicate and arrange provision of, and payment for, Services in a fast and secure manner (the "Website Service").

1.3 Access to and use of the Website, or any of its associated services, is provided by the Website. Please read these terms and conditions (the “Terms”) carefully. Using, browsing and/or reading the Website signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of its services, immediately.

1.4 The Website reserves the right to review and change any of the Terms by updating this page at its sole discretion. When the Website updates the Terms, it will use reasonable endeavours to provide you with notice of same. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

2 Acceptance of the Terms

2.1 You accept the Terms by using the Website Services and/or registering for the Website Services and/or making any payment as required under the Terms for use of the Website Services. You may also accept the Terms by clicking to accept or agree to the Terms where and if this option is made available to you by the Website.

3 Registration to use the Website Services

3.1 You may view the Website and its services without registering with the Website (the “Users”) but in order to use the Website Services as a Nanny and/or Family, you must first register a membership account through the Website (the “Account”).

3.2 As part of the registration process, or as part of your continued use of the Website Services, you may be required to provide personal information about yourself (such as identification or contact details), including:
(a) an email address and/or preferred username;
(b) a mailing address;
(c) a telephone number;
(d) ID, including driver’s licence and passport;
(e) your Australian Business Number (“ABN”) where applicable; and
(f) a password.

3.3 You warrant that any information you give to the Website in the course of completing the registration process will always be accurate, correct and up to date.

3.4 Once you have completed the registration process you will be a registered member of the Website (“Member”) and agree to be bound by the Terms.

3.5 The Website offers the Users three principal ways in which to engage the Website Services (the “Membership Option”). Best Nannies reserves the right to amend the Membership Option at any time. When Best Nannies updates the Membership Options, it will use reasonable endeavours to provide you with notice of same. The most current Membership Options are detailed on the Website.

3.6 You may not use the Website Services and may not accept the Terms if:
(a) you are not at least 18 years of age;
(b) you are a Nanny and are unable to work legally in Australia;
(c) you are unable to form a binding contract Best Nannies; or
(d) you are a person barred from receiving the Website Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Website Services.

3.7 Businesses and organisations, including child care centre operators, nanny or babysitting agencies and recruitment companies are not permitted to register on the Website. This Website is for the personal use of individual Members whom have registered in accordance with Clause 4 of these Terms.

3.8 Best Nannies has an absolute and unfettered discretion whether to accept or refuse any application for registration for a Parent or Nanny.

3.9 Best Nannies reserves the right, but have no obligation, to monitor disputes between Members of the site. You agree to hold us harmless in connection with any dispute or claim that you make against any other member of the site.

4 Your obligations as a Member

4.1 As a Member, you agree to comply with the following:
(a) you will not share your profile with any other person;
(b) you will use the Website Services only for purposes that are permitted by:
(i) the Terms; and
(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(c) you must not disclose any information that may identify you (including your home address, telephone numbers etc) to other Members whilst using the Website;
(d) you have sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of your Account, termination of any Membership and the Website Services;
(e) you must not disclose any information relating to you or any other Member to any third party;
(f) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Best Nannies of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(g) you must not expressly or impliedly impersonate another Member or use the profile or password of another Member at any time;
(h) you guarantee that any content that you broadcast, publish, upload, transmit, post or distribute on the Website (“Your Content”) will always be accurate, correct and up to date and you will maintain reasonable records of same.
(i) you agree not to harass, impersonate, stalk, threaten any Member of the Website (where interaction with other Members is made available to you);
(j) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of providing the Services;
(k) you will not use the Website Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of the Website;
(l) you will not use the Website Services or Website for any illegal and/or unauthorised use which includes, but is not limited to, collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
(m) you agree that commercial advertisements, affiliate links and other forms of solicitation may be removed from Member profiles without notice and may result in termination of the Website Services. Appropriate legal action will be taken by Best Nannies for any illegal or unauthorised use of the Website; and
(n) you acknowledge and agree that any automated use of the Website or its Services is prohibited.

5 Using the Website as a Family

5.1 As a Family, the Website provides you with opportunity to:
(a) browse the Profiles of the Nannies in order to select a suitable carer;
(b) contact and communicate your preferred Nanny to obtain/provide further information or to engage them for work;
(c) make payment to Nannies for the services provided for a specific period (the “Nanny Fees”); and
(d) make payment for the Services provided by the Website to Best Nannies (the “Nanny Service Fee”).

5.2 You acknowledge that you are required to pay any costs required by the Nanny via the payment gateway on the Website.

5.3 You acknowledge that as a facilitator of introductions between Members only, Best Nannies makes no warranty of any kind as to the quality of the services provided by Nannies.

5.4 You acknowledge that if you wish to rebook a Nanny whom has previously provided a service to you, you will rebook them through the Website. If you fail to comply with this clause, Best Nannies reserves the right to impose a monetary penalty of up to $10,000.00 and remove you from the Website.

5.5 Best Nannies makes no warranty of any kind as to the qualifications, certifications, expertise or other attribute or achievement of the Nanny. You acknowledge that sole responsibility for conducting appropriate investigations, inquiries, ‘background checks’ and other forms of due diligence relating to Nannies rests with you, the Family, and that Best Nanny’s accepts no liability for damage caused in the course of provision of services by Nannies.

5.6 Once you have made the booking, the Nanny Fee will be applied and held in your Account until the Nanny accepts your booking and confirms that the Nanny would be able to provide the care services.

5.7 You acknowledge that Best Nannies recommends as a minimum that Nannies hold a current police check, current Working with Children Check qualification/certification and current first aid qualification/certification. Best Nannies recommends that you seek a copy of these documents from the Nanny prior to their engagement.

5.8 You acknowledge that from time to time, Best Nannies at your request may provide you with a recommended or preferred Nanny based on any specific requirements that you deem are necessary (the “Preferred Nanny Service”). Should you require Best Nannies to provide the Preferred Nanny Service, Best Nannies makes no warranty that they will be able to source a Best Nannies that is compatible with your requirements.

6 Using the Website as a Nanny

6.1 As a Nanny, the Website provides you with an opportunity to do the following:
(a) promote yourself as a Nanny in your local area;
(b) create a profile page on which you can advertise your services and experiences within the child care industry (the “Profile”);
(c) contact and communicate with Families to obtain/provide further information or to be engaged for work; and
(d) nominate a Nanny Fee to be paid by the Family for the services.

6.2 You acknowledge that Best Nannies facilitates your provision of services to Families. By Best Nannies offering the Website Services to you, you agree that:
(a) Families will make any payments for Nanny Fees to Best Nannies;
(b) such payments will be held on behalf of the Family by Best Nannies until such time as a request is made by you for transfer of the payment in part or full; and
(c) should the Nanny, in its sole discretion, request transfer of either part or all of available payments, Best Nannies will transfer the requested amount or equivalent to the Nanny within two (2) business days, less any merchant banking service charges incurred in processing the payment from the Family or transferring the payment to the Nanny.

6.3 You agree and acknowledge that you can only create one Profile for the provision of the care services.

6.4 You acknowledge that Families may have certain requests as to the type of Nanny they require and accordingly, Best Nannies may require further information from you. You agree that you must promptly reply to any queries made by Best Nannies as to your competency to provide the services and to any further personal information that may be required from time to time. Should you fail to provide responses to these queries made by Best Nannies, Best Nannies reserves the right to terminate your membership.

6.5 You acknowledge that Best Nannies may require you to provide identification material, including but not limited to providing a copy of your passport, driver’s licence or national identity card. Where Best Nannies requests your identification documentation, you must provide same within three (3) days of the request for same.

6.6 You acknowledge and agree that your personal Nanny Profile is viewable by anybody who visits the Website and is not restricted to Members only.

6.7 You acknowledge that you will not accept a request for services outside the Website and that any other rebooking will be made through the Website. If you fail to comply with this clause, Best Nannies reserves the right to impose a monetary penalty of up to $10,000.00 and remove you from the Website.

6.8 In using the Website and the Website Services, you understand that you may be subject to appropriate State, Federal and International legislation (the “Applicable Law”). You accept that it is your sole responsibility to ensure that you are compliant with the Applicable Law and that, in the event that you are aware, or become aware, that you are not compliant with the same, you must immediately cease all use of the Website and the Website Services until such time as you become compliant.

6.9 Where you continue to use the Website and the Website Services, you warrant that you are legally entitled to provide the child care services through the Website. If you are unsure if you are compliant with the Applicable Law then it is your sole responsibility to identify and comply with all relevant Applicable Law prior to using the Website or the Website Services.

6.10 In using the Website and the Website Services, you understand that you must hold sufficient professional indemnity insurance to cover the provision of your Services. Where you continue to provide the child care services or accept to provide same to a Family, you warrant that you hold and will maintain such professional indemnity insurance at all applicable times.

6.11 You acknowledge that Best Nannies strongly recommends that you do not advertise any care services unless you have obtained appropriate qualifications and/or certifications, including but not limited to a suitable police check, suitable Working with Children Check and current first aid certification/qualification. You acknowledge and agree to make the nature and extent of any and all relevant qualifications and certifications as well as any relevant additional information known to the Family when reasonably requested by the Family. You warrant that any information provided or representation made in relation to qualifications and certifications is true and correct.

6.12 During the course of your Services you will have contact with, and access to, Family, prospective Families, Family records and details of Best Nannies marketing efforts, strategies and plans which will include commercially sensitive information and material. You agree to not, either directly or indirectly, without written consent from Best Nannies:
(a) solicit or entice any of the Family, or prospective Families who Best Nannies has attempted to retain or in the process of engaging (the “Clients”); and
(b) directly or indirectly interfere with or engage, procure, endeavor to entice away, aid, abet or counsel any of the Clients for any services which are of a competitive nature to Best Nannies business.
You agree that the restraints contained in this clause 6.12, are reasonably necessary to protect Best Nannies business interests and you acknowledge that this clause is fair and reasonable under the circumstances.

6.13 You acknowledge than any services provided by you to a Family will be at the address noted in the Family’s Account. Should the Family require you to provide the services at a different address, you must notify Best Nannies prior to providing the services.

6.14 Notwithstanding any clause to the contrary, Best Nannies recommends that you inform your family member or friend of the location at which you are providing the Services and your anticipated time of completing the Services where you are engaged after 7:00pm.

6.15 Best Nannies makes no representations or guarantees that a Nanny using the Website will acquire any services from the Family.

6.16 Should you fail to comply with your obligations under these terms, Best Nannies reserves the right to suspend, modify your profile or terminate your profile or your access to your profile without any prior notice to you.

7 Payment and Prices

7.1 Where the option is given to you, you may make payment for the Services, the Nanny Fee or Nanny Service Fee (the “Services Fee”) by way of:
(a) Electronic funds transfer (“EFT”) into our nominated bank account; or
(b) Credit Card Payment (“Credit Card”); or
(c) PayPal Australia Pty Limited (ABN 93 111 195 389) ("PayPal").

7.2 All payments made in the course of using the Website Services are made using PayPal. In using the Website, the Website Services or when making any payment in relation to same, you warrant that you have read, understood and agree to be bound by the terms and conditions that are available on the PayPal website.

7.3 All payments made in the course of using the Website will be GST inclusive unless otherwise stated.

7.4 You acknowledge and agree that where a request for payment to Best Nannies is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with same.

7.5 You agree and acknowledge that Best Nannies can vary the prices associated with the Services, Membership Fees or any other fee listed in the fee schedule on the Website at any time.

8 Refund and Complaints Policy

8.1 Since Best Nannies is only a facilitator in connecting Families to Nannies and providing a system to make safe payment, Best Nannies does not bear any liability to the Family directly and will not refund any payments made to the Nanny.

8.2 If you are dissatisfied with the quality, accuracy, timeliness, quantity or nature of the services provided by a Nanny, please notify Best Nannies by sending an email to info@bestnannies.com.au so that we may consider if the Nanny should be removed from Best Nannies database of Nannies.

8.3 In any event, if the Nanny cancels a booking you have made and made payment of, Best Nannies will credit the money you paid for the booking for a future booking on the Website.

8.4 Best Nannies will not make any refunds, discounts or replacements under this clause 8, if the Family is in breach of these Terms and Conditions or have breached the ‘Parent’s Etiquette’ as stipulated on the Website.

9 Copyright and Intellectual Property

9.1 The Website, the Website Services and all of the related services of Best Nannies are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Website Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Website Services are owned or controlled for these purposes, and are reserved by Best Nannies or its contributors.

9.2 All trademarks, service marks and trade names are owned, registered and/or licensed by Best Nannies, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:
(a) use the Website pursuant to the Terms;
(b) copy and store the Website and the material contained in the Website in your device’s cache memory; and
(c) print pages from the Website for your own personal and non-commercial use.
Best Nannies does not grant you any other rights whatsoever in relation to the Website or the Website Services. All other rights are expressly reserved by Best Nannies.

9.3 Best Nannies retains all rights, title and interest in and to the Website and all related Website Services. Nothing you do on or in relation to the Website will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(b) right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(c) thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process),
to you.

9.4 You may not, without the prior written permission of Best Nannies and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Website Services or third party services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.

9.5 Where you broadcast, publish, upload, transmit, post or distribute Your Content on the Website, then you grant to Best Nannies a non-exclusive, transferrable, perpetual, royalty-free, irrevocable, worldwide licence to broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change Your Content.

10 Website Security Policy

10.1 In accessing the Website, you acknowledge that data transmission and storage over the internet, including via the Website, cannot be guaranteed to be secure and accordingly Best Nannies does not warrant the security of any information you transmit

10.2 While we use reasonable endeavours to ensure that the Website is available 24 hours a day, we do not make any representations or warranties that your access will be uninterrupted or error free. Access to the site may be suspended temporarily without notice in the case of system failure, maintenance or any reason beyond our control.

10.3 The Website may contain links to other websites. When you click on these links, you are moving to another website. We encourage you to read the privacy and/or terms and conditions of any linked sites you click to, as their policies may differ from Best Nannies. Whilst Best Nannies does its best to verify that all the links available on this Website are functional and lead to websites which provide valuable information. Best Nannies accepts no liability for any information gained from such links or actions you take as a result.

11 Privacy

11.1 Best Nannies takes your privacy seriously and any information provided through your use of the Website and/or Website Services are subject to Best Nannies’ Privacy Policy, which is available on the Website.

11.2 Members can adjust a range of privacy settings and general account settings in the ‘My Profile’ section of the Website. Best Nannies strongly advises all Members to take to adjust the privacy settings to ensure a suitable and desirable level of privacy.

11.3 As a Nanny, you may request to not receive any newsletters from Best Nannies. You agree that this will not prohibit Best Nannies from providing you with available jobs to your email address.

11.4 We strongly recommend that you take precautions to ensure your own safety and security when engaging and/or sharing personal information with any other party you connect with through Best Nannies, especially when connecting in person.

11.5 While Best Nannies uses the best industry practices to protect your personal information, we are only able to protect your personal information if you comply with your obligations pursuant to these Terms.

12 General Disclaimer

12.1 You acknowledge that the Website only facilitates the Website Services and does not offer the care services to you directly. Since Best Nannies is only a facilitator in introducing you to the Nanny and providing you a system in which to make safe payment,

12.2 You acknowledge and understand that Best Nannies makes no warranty to the Family or any other party as to the quality, accuracy, timeliness, quantity or nature of the services provided by the Nanny.

12.3 You acknowledge and understand that Best Nannies makes no warranty as to the accuracy of representations and statements made by Members in the course of using the Website Services or in connection to the Website, including but not limited to representations and statements in respect of the qualifications, certifications, skills, experience, references and other details of Nannies.

12.4 Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

12.5 Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(b) Best Nannies we will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Website Services or these Terms (including as a result of not being able to use the Website Services or the late supply of the Website Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

12.6 Use of the Website and the Website Services is at your own risk. Everything on the Website including the Website Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Best Nannies make any express or implied representation or warranty about the Website Services or any services (including the services of Nannies) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Website, the Website Services, or any Website Services (including third party material and advertisements on the Website);
(c) costs incurred as a result of you using the Website or the Website Services; and
(d) the Website Services or operation in respect to links which are provided for your convenience.

12.7 You acknowledge that Best Nannies Website and the Website Services are only intended to facilitate the interactions between the Family and the Nanny and does not offer any services other than the Website Services and that Best Nannies holds no liability to you as a result of any conduct of the Members or the misuse of Your Content by any party (including other Members).

13 Limitation of liability

13.1 Best Nannies’ total liability arising out of or in connection with the Website Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the most recent payment to Best Nannies, not including payments made via Best Nannies for services provided by Nannies.

13.2 You expressly understand and agree that Best Nannies, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

13.3 Best Nannies does not control and is not responsible for the behaviours and actions of the Members, their comments, posts or information that they upload. Accordingly, Best Nannies is not responsible for any offensive, inappropriate, obscene or unlawful content you may encounter on the Nanny’s Profile or in connection with any of the services described on the Nanny’s Profile.

13.4 You acknowledge and agree that Best Nannies holds no liability for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you as a result of providing Your Content to the Website.

14 Termination of Contract

14.1 If you want to terminate the Terms, you may do so by providing Best Nannies with seven (7) days’ notice of your intention to terminate by sending notice of the same to Best Nannies via the ‘Contact Us’ link on our homepage.

14.2 Best Nannies may at any time, terminate the Terms with you if:
(a) you have breached any provision of the Terms or intend to breach any provision;
(b) Best Nannies is required to do so by law;
(c) Best Nannies is transitioning to no longer providing the Website Services to Members in the country in which you are resident or from which you use the Website Services; or
(d) the provision of the Website Services to you by Best Nannies is, in the opinion of Best Nannies, no longer commercially viable.

14.3 Subject to local applicable laws, Best Nannies reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Website Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Best Nannies‘ name or reputation or violates the rights of those of another party.

14.4 When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Best Nannies have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

15 Indemnity

15.1 You agree to indemnify Best Nannies, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;
(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
(c) any breach of the Terms.

16 Dispute Resolution

16.1 Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

16.2 Notice:
A party to the Terms claiming a dispute (“Dispute”) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

16.3 Resolution:
On receipt of that notice (“Notice”) by that other party, the parties to the Terms (“Parties”) must:
(a) Within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b) If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the New South Wales Law Society or his or her nominee;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in Sydney, Australia.

16.4 Confidential
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

16.5 Termination of Mediation:
If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

17 Venue and Jurisdiction

The Website Services offered by Best Nannies is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

18 Governing Law

The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

19 Independent Legal Advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

20 Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.