INTRODUCTION

Puffling operate the Puffling recruitment service that helps find flexible employment and/or job sharing arrangements for candidates via its website (Puffling Services). A Candidate’s use of the Puffling Services is subject to these Candidate Terms of Service.

DEFINITIONS

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

(a) Agreement means these Candidate Terms of Service;

(b) Candidate means any person or Puffling Pair (where implied by context) that uses the Puffling Services as a Candidate.

(c) Candidate Information means any information provided by a Candidate to Puffling, or that the Candidate otherwise consents to Puffling collecting about the Candidate.

(d) Client means a person, company or other employer together with any subsidiary or associated company that engages the Puffling Services to arrange Introductions or Engagements with Candidates.

(e) Client Information means any information provided by a Client to Puffling, or that a Client authorises Puffling to collect about the Client.

(f) Employment means an employment arrangement between the Client and a candidate subject to an Engagement, but specifically excludes a temping arrangement.

(g) Engagement means the engagement or use of the Candidate by a Client on a permanent or temporary basis whether as an employee or a contractor;

(h) GST has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(i) Introduction means an introduction of a Candidate made by Puffling by providing contact details or arranging a meeting that results in any in-person meeting, telephone call, email or other correspondence with:

i. A Client for the purposes of evaluating the Candidate’s suitability for employment, temping, contracting or other placement; or

ii. Another Candidate for the purposes of evaluating a potential job-share arrangement with that Candidate.

(j) Puffling Pair means the job-sharing team of Candidates.

(k) Privacy Act means the Privacy Act 1988 Cth

(l) Puffling means Puffling Recruitment Pty. Ltd. ABN 11 616 219 044.

(m) Puffling Services means the any of the following services provided by Puffling:

i. Recruitment services, including arranging Introductions and Engagements;

ii .dFinding and introducing Candidates to each other for the purposes of arranging a job-share; and

iii. Use of the Website.

(n) Restraint Period means the period of 6 months from the end of the Candidate’s last Engagement.

(o) User means any Candidate or other user of the Website.

(p) Website means https://www.puffling.co or any other website operated by Puffling from time-to- time to provide the Puffling Services.

2. GENERAL

2.1 To use the Puffling Services, the Candidate must sign up for an account via the Website and provide such information as Puffling may require to enable Puffling to 2.1 provide the Puffling Services.

2.2 Each Candidate agrees that all use of the Puffling Services is subject to these Candidate Terms of Service.

2.3 The Puffling Services are only available to Users over the age of 18.

2.4 The Company may suspend the Puffling Services to any Candidate or other user that breaches the terms of this Agreement.

3. PUFFLING SERVICES

3.1 By signing up to the Puffling Services on the Website, the Candidate acknowledges that they are engaging Puffling to provide the Puffling Services and are bound by the terms of this Agreement.

3.2 The Candidate authorises Puffling to provide any of the Candidate’s Candidate Information to:

(a) Clients for the purposes of arranging an Introduction, or Engagement; or

(b) Other Candidate’s for the purposes of arranging an Introduction or job-share.

3.3 The terms of this Agreement are subject to change by notification 30 days in advance by Puffling to the Candidate. Notifications can be issued via email, or via the Website.

3.4 The Candidate must notify Puffling if the Candidate does not accept any changes to this Agreement, and terminate this Agreement within 30 days of receiving notice of such changes.

3.5 The Candidate acknowledges that Puffling does not guarantee that the Puffling Services shall result in the Candidate achieving an Introduction or Engagement.

3.6 Where Puffling makes an Introduction to another Candidate, the Candidate acknowledges and accepts that:

(a) Puffling makes no representation as to the character, qualifications, experience or other credentials of any Candidate;

(b) Puffling makes no representation that such an Introduction will result in a Puffling Pair;

3.7 Puffling makes no representation that a Candidate or Puffling Pair that is formed between Candidates will receive an Introduction or Engagement with any Client.

3.8 Where one or more Candidates form a Puffling Pair, each Candidate in the Puffling Pair acknowledges that they are responsible to each other Candidate in the Puffling Pair and that:

(a) Puffling is not responsible for ensuring any Candidate within a Puffling Pair will achieve any work, whether the Puffling Pair is placed in an Engagement;

(b) Puffling is not responsible to any Candidate if one or more Candidates leaves a Puffling Pair for any reason, including if it results in termination of the Engagement; and

(c) The members of a Puffling Pair are free to make any arrangements between themselves with regard to an Engagement provided they comply with the requirements of the Client, in relation to that Engagement.

3.9 Where the Candidate accepts any Employment position with a Client, the Candidate agrees that the Candidate shall make best endeavours to maintain the Employment arrangement for at least 3 months from commencement.

4. LIABILITY

4.1 Whilst Puffling endeavours to make every reasonable effort to ensure the suitability of a Client, Puffling makes no representation and bears no responsibility for the accuracy of any information provided by a Client regarding a potential Engagement or the Client’s:

(a) Reputation;

(b) Work safety practices;

(c) Profitability; or

(d) Business generally.

4.2 The Candidate warrants that all information that it provides Puffling is accurate and up- to-date, and shall indemnify Puffling in the event that any such information proves to be inaccurate or out of date, including (without limitation) with regard to the Candidate’s character, credentials, experience or qualifications.

4.3 Each Client and Candidate is responsible to each other with regard to any Introduction or Engagement. Puffling shall not be responsible for any act or omission, or any agreement formed between a Client and Candidate during an Introduction or Engagement.

5. RESTRAINT

5.1 The Candidate shall not undertake an Engagement, and must notify Puffling within the Restraint Period if the Candidate is seeking or has been offered an Engagement with any Client, former Client, successors of a Client, employee or former employee of Puffling whom the Candidate:

(a) Had an Introduction to, within the previous 12 months that did not result in an Engagement; or

(b) Had an Engagement that ceased in the previous 12 months.

5.2 Where a Candidate notifies the Puffling of any matter subject to clause 5.1, the Candidate may request Puffling’s consent to undertake such an Engagement, which consent Puffling shall not unreasonably withhold.

5.3 In the event that Puffling has arranged an Introduction between the Candidate and a Client, the Candidate agrees that the Candidate will not seek or accept an offer of employment presented by another recruitment or employment agency for placement with that Client for a period of two weeks from the cessation of the Candidate’s Introduction, or last Engagement with that Client.

5.4 Where the Restraint Period is found by a court of law to be unenforceable, then a three- month restraint period will apply. Where three months is found by a court of law to be unenforceable then a forty-five day restraint period will apply.

6. CONFIDENTIALITY AND PRIVACY

6.1 All information in respect of a potential job-sharing Candidate or Client is confidential information provided to the Candidate for the sole purpose of enabling the Candidate to determine the suitability of a job sharing partner or Client for employment. The Candidate will keep such information confidential and will not use it for any purpose other than that for which it was provided.

6.2 The Candidate acknowledges that Candidate Information and Client Information provided by the Company is sensitive confidential information and may contain personal information as that term is defined in the Privacy Act.

6.3 The Candidate is responsible for ensuring that it maintains all:

(a) Confidential Information as confidential, both during and after the term of this Agreement; and

(b) Personal information in accordance with the Privacy Act and any other applicable privacy legislation.

6.4 Puffling shall maintain all Candidate Information and Client Information in accordance with he requirements of the Privacy Act.

7. ANTI-DISCRIMINATION

7.1 Puffling complies with Australian anti-discrimination laws (Anti-Discrimination Act NSW 1977) and does not and will not question Candidates or Clients on issues that may breach this legislation.

8. GENERAL

8.1 Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.

8.2 Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.

8.3 Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

8.4 Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

8.5 Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

8.6 Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

8.7 Governing Law. This Agreement is governed by the laws of New South Wales, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

8.8 Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

1. We respect your privacy

1.1. Puffling Recruitment Pty Ltd respects your right to privacy and is committed to safeguarding the privacy of our customers and website visitors. We adhere to the Australian Privacy Principles contained in the Privacy Act 1988 (Cth). This policy sets out how we collect and treat your personal information.

1.2." Personal information" is information we hold which is identifiable as being about you.

2. Collection of personal information

2.1 Puffling Recruitment Pty Ltd will, from time to time, receive and store personal information you enter onto our website, provided to us directly or given to us in other forms.

2.2 You may provide basic information such as your name, phone number, address and email address to enable us to send information, provide updates and process your product or service order. We may collect additional information at other times, including but not limited to, when you provide feedback, when you provide information about your personal or business affairs, change your content or email preference, respond to surveys and/or promotions, provide financial or credit card information, or communicate with our customer support.

2.3 Additionally, we may also collect any other information you provide while interacting with us.

3. How we collect your personal information

3.1 Puffling Recruitment Pty Ltd collects personal information from you in a variety of ways, including when you interact with us electronically or in person, when you access our website and when we provide our services to you. We may receive personal information from third parties. If we do, we will protect it as set out in this Privacy Policy.

4. Use of your personal information

4.1 Puffling Recruitment Pty Ltd may use personal information collected from you to provide you with information, updates and our services. We may also make you aware of new and additional products, services and opportunities available to you. We may use your personal information to improve our products and services and better understand your needs.

4.2 Puffling Recruitment Pty Ltd may contact you by a variety of measures including, but not limited to telephone, email, sms or mail.

5. Disclosure of your personal information

5.1. We may disclose your personal information to any of our employees, officers, insurers, professional advisers, agents, suppliers or subcontractors insofar as reasonably necessary for the purposes set out in this Policy. Personal information is only supplied to a third party when it is required for the delivery of our services.

5.2. We may from time to time need to disclose personal information to comply with a legal requirement, such as a law, regulation, court order, subpoena, warrant, in the course of a legal proceeding or in response to a law enforcement agency request.

5.3. We may also use your personal information to protect the copyright, trademarks, legal rights, property or safety of Puffling Recruitment Pty Ltd, www.puffling.co, its customers or third parties.

5.4. Information that we collect may from time to time be stored, processed in or transferred between parties located in countries outside of Australia. These may include, but are not limited to Australia.

5.5. If there is a change of control in our business or a sale or transfer of business assets, we reserve the right to transfer to the extent permissible at law our user databases, together with any personal information and non-personal information contained in those databases. This information may be disclosed to a potential purchaser under an agreement to maintain confidentiality. We would seek to only disclose information in good faith and where required by any of the above circumstances.

5.6. By providing us with personal information, you consent to the terms of this Privacy Policy and the types of disclosure covered by this Policy. Where we disclose your personal information to third parties, we will request that the third party follow this Policy regarding handling your personal information.

6. Security of your personal information

6.1. Puffling Recruitment Pty Ltd is committed to ensuring that the information you provide to us is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure information and protect it from misuse, interference, loss and unauthorised access, modification and disclosure.

6.2. The transmission and exchange of information is carried out at your own risk. We cannot guarantee the security of any information that you transmit to us, or receive from us. Although we take measures to safeguard against unauthorised disclosures of information, we cannot assure you that personal information that we collect will not be disclosed in a manner that is inconsistent with this Privacy Policy.

7. Access to your personal information

7.1. You may request details of personal information that we hold about you in accordance with the provisions of the Privacy Act 1988 (Cth). A small administrative fee may be payable for the provision of information. If you would like a copy of the information which we hold about you or believe that any information we hold on you is inaccurate, out of date, incomplete, irrelevant or misleading, please email us at support@puffling.com.au.

7.2. We reserve the right to refuse to provide you with information that we hold about you, in certain circumstances set out in the Privacy Act.

8. Complaints about privacy

8.1. If you have any complaints about our privacy practices, please feel free to send in details of your complaints to Level 2, 66 Oxford Street, Darlinghurst, Sydney 2010, Australia. We take complaints very seriously and will respond shortly after receiving written notice of your complaint.

9. Changes to Privacy Policy

9.1. Please be aware that we may change this Privacy Policy in the future. We may modify this Policy at any time, in our sole discretion and all modifications will be effective immediately upon our posting of the modifications on our website or notice board. Please check back from time to time to review our Privacy Policy.

10. Website

10.1. When you visit our website

When you come to our website (www.puffling.co) we may collect certain information such as browser type, operating system, website visited immediately before coming to our site, etc. This information is used in an aggregated manner to analyse how people use our site, such that we can improve our service.

10.2. Cookies

We may from time to time use cookies on our website. Cookies are very small files which a website uses to identify you when you come back to the site and to store details about your use of the site. Cookies are not malicious programs that access or damage your computer. Most web browsers automatically accept cookies but you can choose to reject cookies by changing your browser settings. However, this may prevent you from taking full advantage of our website.

10.3. Our website may from time to time use cookies to analyses website traffic and help us provide a better website visitor experience. In addition, cookies may be used to serve relevant ads to website visitors through third party services such as Google Adwords. These ads may appear on this website or other websites you visit.

10.4. Third party sites

Our site may from time to time have links to other websites not owned or controlled by us. These links are meant for your convenience only. Links to third party websites do not constitute sponsorship or endorsement or approval of these websites. Please be aware that Puffling Recruitment Pty Ltd is not responsible for the privacy practises of other such websites. We encourage our users to be aware, when they leave our website, to read the privacy statements of each and every website that collects personal identifiable information. 01 January 2017

INTRODUCTION

Puffling operate the Puffling recruitment service that helps find individuals and/or job sharing employment candidates for clients (Puffling Services). A Client’s use of the Puffling Services is subject to these Employer Terms of Service.

DEFINITIONS

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

1. Agreement means these Employer Terms of Service;
2. Candidate means any person or Puffling Pair (where implied by context) that uses the Puffling Services as a Candidate.
3. Candidate Information means any information provided by a Candidate to Puffling, or that the Candidate otherwise consents to Puffling collecting about the Candidate.
4. Client means a person, company or other employer together with any subsidiary or associated company that engages the Puffling Services to arrange Introductions or Engagements with Candidates.
5. Client Information means any information provided by a Client to Puffling, or that a Client authorises Puffling to collect about the Client.
6. Employment means an employment arrangement between the Client and a candidate subject to an Engagement, but specifically excludes a temping arrangement
7. Engagement means the engagement or use of the Candidate by a Client on a permanent or temporary basis whether as an employee or a contractor;
8. Fee means a fee paid by the Client for Puffling Services, and includes a Standard Fee or Guarantee Fee where implied by context.
9. FTE means full-time equivalent salary or wages.
10. Introduction means an introduction of a Candidate made by Puffling by providing contact details or arranging a meeting that results in any in-person meeting, telephone call, email or other correspondence with:
1. A Client for the purposes of evaluating the Candidate’s suitability for employment, temping, contracting or other placement; or
2. Another Candidate for the purposes of evaluating a potential job-share arrangement with that Candidate.
11. Privacy Act means the Privacy Act 1988 Cth
12. Puffling means Puffling Recruitment Pty. Ltd. ABN 11 616 219 044.
13. Puffling Pair means the job-sharing team of Candidates.
14. Puffling Services means the any of the following services provided by Puffling:
1. Recruitment services, including arranging Introductions and Engagements;
2. Finding and introducing Candidates to each other for the purposes of arranging a job-share; and
3. Use of the Website.
15. Replacement Guarantee means the Replacement Guarantee given to certain Clients in accordance with clause 3.2.
16. Tax Invoice has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
17. Website means https://www.puffling.co or any other website operated by Puffling from time-to-time to provide the Puffling Services.

1. GENERAL

1.1 Each Client agrees that all use of the Puffling Services as a Client is subject to these Employer Terms of Service.

1.2 To use the Puffling Services, the Client must provide such Client Information as Puffling may require to enable Puffling to provide the Puffling Services.

1.3 The Company may suspend the Puffling Services to any Client that breaches the terms of this Agreement.

2. FEES AND PAYMENT

2.1 The Client agrees to pay Puffling for search, interviewing, telephone reference checks and placement of Candidates.

2.2 The Client shall pay Puffling a Fee of:

1. 7% plus GST (if any) of the agreed FTE salary package offered by the Client to a Candidate, with no Replacement Guarantee (Standard Fee); or
2. 15% plus GST (if any) of the agreed FTE salary package offered by the Client to a Candidate, with a Replacement Guarantee (Guarantee Fee).

2.3 Each salary package offered by the Client must include the base salary and employer superannuation.

2.4 Puffling may charge the Client such other Fees as notified by Puffling to the Client from time-to-time on 1 months’ notice, or as otherwise agreed between Puffling and the Client.

2.5 Puffling shall provide the Client with a Tax Invoice for the Fee prior to the commencement of the Engagement.

2.6 If Puffling does not provide a valid Tax Invoice the Client may withhold from any payment made to Puffling the amounts required for the Client to comply with the Taxation Administration Act 1953 (Cth) and related legislation.

2.7 The Client agrees to pay any Tax Invoice promptly and within the stated timeframe, which in default shall be 14 days from the invoice.

2.8 If the Client fails to pay an amount due under this Agreement by a due date, Puffling may charge interest on the overdue amount at no more than 10% per annum compounding daily.

2.9 Should the Client dispute any charge on a Tax Invoice, the Client must notify Puffling of the disputed item within 5 days of the date of the Tax Invoice.

2.10 The Client must pay the amount of the Tax Invoice not in dispute within the stated timeframe.

2.11 Failure by the Client to notify Puffling of a disputed Tax Invoice within 5 days shall be deemed acceptance by the Client of the entire Tax Invoice and a waiver of any right to make a claim in relation to the Tax Invoice.

2.12 Where Fees are not paid in accordance with this Agreement, the Client will forfeit any claim under the Replacement Discount or Guarantee clause of this Agreement, unless Puffling agrees otherwise.

3. REPLACEMENT GUARANTEE OR DISCOUNT

3.1 Except where required by law or in accordance with the rest of subclauses in this clause 3, the Client shall not be entitled to a refund or a discount or any remedy on replacing a Candidate in the event that an Engagement is terminated early for any reason.

3.2 The subclauses of this clause only apply if Puffling offers the client a Replacement Guarantee. Puffling does not offer a Replacement Guarantee unless agreed otherwise with the Client in writing, or if the Client paid the Guarantee Fee in accordance with clause 2.2(b).

1. (provided that a Replacement Guarantee applies) in the event that either the Candidate/s or the Client terminates Employment within three (3) months of the date upon which the Candidate commences Employment with the Client, and provided that:
   1. The Client, any subsidiary or any business whatsoever associated with the Client does not engage the Candidate within twelve (12) months of the date of termination;
   2. The Client within seven (7) days notifies Puffling in writing of the termination of engagement of the Candidate and that it is making a request under this clause;
   3. The termination is not due to redundancy, restructuring, economic circumstances, company closure, change of management or substantial change from the original job description;
   4. All Standard due to Puffling have been paid by the Client in accordance with this Agreement;
   5. The Client agrees to allow Puffling exclusive rights to replace the Candidate in accordance with this clause;
   6. The Client’s relevant job specification or description remains unchanged;
   Puffling will make reasonable endeavours to resupply the Services and find a replacement Candidate for the Client (Replacement Candidate).
2. The following terms apply to the Replacement Guarantee:
   1. If the remuneration package of the Replacement Candidate differs from the original Candidate, the amount of the Fees will be adjusted accordingly.
   2. The Client may not transfer the Replacement Guarantee to any other placement or Services provided by Puffling.
   3. The Client is not entitled to any credit for an otherwise valid Replacement Guarantee which has not been called by the Client in accordance with clause 3.2(a)ii.
   4. If Puffling, despite making reasonable endeavours, is unable to find a suitable Replacement Candidate (determined at the discretion of Puffling), then the Client will be entitled to a $1,000 discount off the Fees for the next permanent Employment Engagement made by Puffling.

4. LIABILITY

4.1 Whilst Puffling endeavours to make every reasonable effort to ensure the suitability of a Candidate selected on the Client’s behalf, Puffling does not verify the authenticity or accuracy concerning the Candidate’s character, experience, skill, qualifications or general integrity.

4.2 For the period of 12 months following any Introduction, the Client must not contact a Candidate directly, but must contact Puffling to arrange any further meetings, discussions, provide further correspondence or make any offer regarding an Engagement with the Candidate.

4.3 If the Client makes an offer of Engagement, in any capacity, to any Candidate within the twelve (12) month period following the Introduction, then Puffling retains the right to charge the Client the relevant Fee for that Engagement.

4.4 If the Client discloses or passes on details of a Candidate introduced by Puffling to a third-party, and that third-party hires that Candidate within 12 months of the Introduction, then the Client will be liable for the Standard Fee that would apply to that Engagement as though the Client had engaged the Candidate under this Agreement.

4.5 The decision to engage or reject a Candidate, either in a freelance or permanent capacity, is the sole decision of the Client. The Client acknowledges that it is required to make and rely on its own enquiries and that the Client voluntarily assumes charge of the interview process for Candidates. Puffling accepts no liability for any loss or damage, of whatever kind, suffered by the Client as a result of any:

1. Introduction of a Candidate to the Client; or
2. Engagement or Employment of a Candidate by the Client.

4.6 The Candidate is not, and at no time will become an employee of Puffling.

4.7 The Client is responsible for ensuring the health and safety of each Candidate whilst providing services to the Client at the Client’s premises, and must satisfy all its obligations in relation to all applicable:

1. Work health and safety laws;
2. Privacy laws;
3. Anti-discrimination legislation; and
4. Insurance obligations.

4.8 Puffling will use its best endeavours to present suitable Candidates to the Client. However, Puffling makes no representation or guarantee that, when presented, any Candidates will be acceptable to the Client, or suitable for any Engagement.

4.9 To the maximum extent permitted by law, Puffling disclaims all liability and warranties in relation to this agreement. To the extent a liability or warranty cannot be excluded, it is limited at Puffling’s option, to:

1. the supplying of the Services again; or
2. the payment of the cost of having the Services supplied again

4.10 Any claim against Puffling in connection with this agreement must be brought within 6 months of the conduct giving rise to the liability or claim.

4.11 Puffling’s total aggregate liability (including liability for negligence) under or in any way related to this agreement is limited to the Fees paid or payable to Puffling

5. CONFIDENTIALITY & PRIVACY

5.1All Candidate Information is confidential information provided to the Client for the sole purpose of enabling the Client to determine the suitability of a Candidate/s for employment. The Client will keep such information confidential and will not use it for any purpose other than the purpose for which it was provided.

5.2 The Client acknowledges that Candidate Information is sensitive and personal and that the Client must comply with applicable privacy legislation (including the Privacy Act) and acknowledges that disclosure of such information may amount to a breach of privacy law.

5.3 Puffling shall maintain all Client Information as confidential information, and shall only disclose Client Information to Candidates as may be necessary to arrange an Introduction or Engagement.

5.4 Notwithstanding clause 5.3, the responsibility for protecting the Client’s confidential information, personal information and intellectual property during an Introduction or Engagement lies solely with the Client.

6. ANTI-DISCRIMINATION

6.1 Puffling complies with anti-discrimination laws (Anti-Discrimination Act NSW 1977) and does not and will not question Candidates or Clients on issues that may breach this legislation.

7. GENERAL

7.1 Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.

7.2 Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.

7.3 Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

7.4 Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

7.5 Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

7.6 Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

7.7 Governing Law. This Agreement is governed by the laws of New South Wales, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

7.8 Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement<