General Terms and Conditions

AMPWEST COMMUNICATIONS PTY LTD

(ACN 112 695 315)

AMPWEST SERVICES

STANDARD FORM OF AGREEMENT

GENERAL TERMS AND CONDITIONS

(Revised 1 May 2011)

THIS AMPWEST SERVICES STANDARD FORM OF AGREEMENT – GENERAL TERMS AND CONDITIONS is made between the following PARTIES:

AMPWEST COMMUNICATIONS PTY LTD (ACN 112 695 315) of 65 Greythorn Road, Balwyn North in the State of Victoria 3104 (“Ampwest”); and

THE CUSTOMER, being an entity that wishes to purchase and utilise Ampwest Services and has signed an appropriate Services Agreement, Letter of Acceptance or similar document for such Services (“Customer”)

THE PARTIES AGREE THAT:

STANDARD FORM OF AGREEMENT
- The Ampwest Standard Form of Agreement (SFOA) sets out the Terms and Conditions which apply to each Service that the customer acquires from Ampwest.
- The SFOA is structured as follows:
  - Service Descriptions (which describe specific Services and any additional Terms and Conditions which apply to them);
  - General Terms and Conditions (which apply to all Ampwest Services);
  - Service Agreements, Letter(s) of Acceptance (LoA) or similar documents (which specify Agreement Details, including applicable Minimum Terms, Fees and Charges, particular to each Service being purchased and which are signed by the Customer); and
  - Other Price Lists and Schedules for particular Services as issued by Ampwest from time to time.
- The Customer, by signing a Services Agreement, LoA or equivalent document, accepts without limitation or qualification the Terms and Conditions contained within the SFOA.

DEFINITIONS

In this SFOA unless the contrary intention appears:

“Agreement” means the Standard Form of Agreement as defined in clause 1 for the supply of Ampwest Services.
“Ampwest Equipment” means all telecommunications infrastructure and equipment installed at the Sites during the term of this Agreement that is owned by Ampwest,
“Ampwest Licensed Software” means software used by Ampwest in connection with the Services and which is licensed by a third party to Ampwest,
“Ampwest Owned Software” means software used by Ampwest in connection with the Services and which Ampwest owns,
“Ampwest Services” means the range of Specific Services and General Services that Ampwest identifies and markets individually and in combinations;
“Ampwest Equipment” means any equipment provided or sold by Ampwest to the Customer as part of the Service Agreement.
“Business Day” means any day that is not a Saturday or Sunday on which banks are open for general banking business in Melbourne
“Charges” means the charges for the Services as specified in Service Agreements, Letter(s) of Acceptance, other like documents or price Lists issued by Ampwest from time to time.
“Commencement Date” means the date so specified for each Specified Service in each relevant Service Agreement, Letter of Acceptance or other like document or, where no such date is specified, the date on which the Specified Service first becomes available for the Customer’s use.
“Confidential Information” means all of the information of a Party that relates to the subject matter of this SFOA and includes information relating to the:
- Technology, design and operation of the Facilities,
- Customer Records,
- Personnel, policies or business strategies of Blue Apache,
- Terms upon which the Services are provided to the Customer pursuant to this Agreement
“Customer Equipment” means all equipment comprising or relating to the Facilities which is owned by the Customer,
“Customer Licensed Software” means software used at the Facilities in connection with the specified Services and which is licensed by a third party to the Customer,
“Customer Owned Software” means software used by the Customer in connection with the Specified Services and which is owned by the Customer,
“Customer Records” means data, information and records owned or supplied by the Customer to which Ampwest is provided access pursuant to this SFOA or data, information or records which may otherwise be generated, compiled, arranged or developed by either Party pursuant to this SFOA including but not limited to all support call records to or from the Sites;
“Equipment” means Customer Equipment and Ampwest Equipment,
“Facilities” means the information technology facilities and systems of the Customer which are to be the subject of particular Services and/ or such facilities provided by Ampwest as part of a Specified Service
“Force Majeure” means a circumstance beyond the reasonable control of a Party, which results in that Party being unable to observe or perform on time an obligation under this Agreement. Such circumstances shall include but shall not be limited to:
- Acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster,
- Acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution, and
- Strikes, and
- Insufficient voltage contrary to the specifications prescribed by the manufacturer of the Equipment affected.
“GST” has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended),
“Intellectual Property Rights” means copyright, trade mark, design, patent, semiconductor or circuit layout rights, and all similar industrial or intellectual property rights (whether registered or unregistered),
“Minimum Period” means the minimum period for which the Customer agrees to purchase a Specified Service(s) and which is specified for each Service in each relevant Service Agreement, Letter of Acceptance or other like document or, where no such period is specified, a period of 24 months from the Commencement Date.
“Minimum System Requirements” means the minimum combination and standards of Network Devices appropriate to ensure the Service functions to the required service quality standards..
“Network Devices” means the equipment or other systems or services required by the Customer to enable access to the Ampwest Services. For example, telephones, phone systems, modems, voice splitters/ filters, along with the power required to run such devices.
“Party” means either Ampwest or the Customer as the context dictates,
“Related Body Corporate” has the meaning contained in the Corporations Act 2001 (Cth),
“Schedule” means a schedule to this SFOA,
“Services” means any Specified Services and/or any general Ampwest Services purchased by the Customer.
“Service Description” means the formal description of each Specified Service purchased by the Customer including any additional Terms and Conditions
“Service Levels” means the levels of service to be achieved by Ampwest as specified in each relevant Service Description.
“Service Period” means the period during which the Services are provided by Ampwest to the Customer pursuant to either Clause 4.1 or 4.2 of this Agreement,
“Specific Services” means each of the Ampwest Services to be provided by Ampwest to the Customer pursuant to this SFOA, more particularly described in each “Service Description” applicable to the Customer,
“Sites” means the Customer sites specified in this SFOA at which the Facilities are located;
“Subsequent Period” is the period from the conclusion of the Minimum Period to the date on which the Service(s) is terminated in accordance with this SFOA.

INTERPRETATION
- In this Agreement unless the contrary intention appears:
  - A reference to a person includes a reference to a corporation firm association or other entity, and vice versa,
  - The singular includes the plural and vice versa,
  - A reference to any gender includes a reference to all other genders,
  - A reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions,
  - Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.
  - A reference to conduct includes any omission, representation, statement or undertaking, whether or not in writing;
  - Mentioning anything after includes or including does not limit what else might be included;
  - A reference to dollars or $ is to Australian currency; and
  - All references to time are to Melbourne time.
- Headings are inserted for convenience only and do not affect the interpretation of this Agreement.
- Other than as specifically provided for in this Agreement any act that is to be done on a given day and that day is not a Business Day is required to be done on the next following Business Day.

SERVICE PERIOD
- The Services shall be provided by Ampwest to the Customer from the Commencement Date for the Minimum Period and the Subsequent Period For the avoidance of doubt the Facilities are to be managed exclusively by Ampwest during the term of this SFOA.
- This SFOA will continue for the Subsequent Period unless terminated in accordance with the provisions of Clause 16 “Termination”

LEVEL OF SERVICE
- During the term of this Agreement, Ampwest shall provide the Specified Services in accordance with the agreed Service Levels described in the applicable Service Description.
- The Customer acknowledges that Ampwest does not warrant that the Service will be uninterrupted or error-free.
- Without limiting the generality of Clauses 5.1 and 5.2, Ampwest shall use reasonable commercial endeavours to ensure the Services function throughout the Service Period in accordance with the agreed Service Levels.
- Ampwest shall not be responsible for any delay or any deficiency in the Services which is caused by factors beyond its reasonable control, including but not limited to any telecommunications line failure or fault in any equipment provided by the Customer or a third party, defective resources supplied or utilised by the Customer, or any delays by third parties in the re-supply or rectification of services or resources required for provision of the Services.
- At any time during the term of this SFOA the Customer may request Ampwest to provide additional Specified Services or General Services on the terms and conditions applicable under Ampwest’s SFOA to those additional Services.

COMPLIANCE
- Ampwest agrees to comply with all Site rules or regulations reasonably prescribed by the Customer from time to time relating to Ampwest’s presence at the Sites for the purposes of this SFOA. The Customer undertakes to provide to Ampwest copies of all such rules and regulations as amended from time to time.
- The Customer agrees to insure all of the Customer Equipment. Ampwest will be responsible for insuring all of the Ampwest Equipment.

CUSTOMER RESPONSIBILITIES AND WARRANTIES
- The Customer shall ensure that:
  - The relevant user and support staff receive sufficient training to enable interaction with Ampwest to the extent reasonably required for the purposes of this SFOA,
  - Notwithstanding and in addition to any other provision of this SFOA, where appropriate Ampwest is to be kept informed of plans for major or complex changes to the Customer’s business operations at the Sites, to allow effective planning and scheduling of resources by Ampwest if, in the Customer’s reasonable opinion these changes may affect Ampwest’s ability to properly operate the Facilities and provide the Services,
  - Such other tasks as are specified in an applicable Service Description as being the responsibility of the Customer are discharged in the manner prescribed,
  - Ampwest is permitted access to all parts of the Sites and building cabling infrastructure at all times as reasonably required, including 24 hour access where necessary for urgent or after hours maintenance work, and is given all information as is reasonably necessary to enable Ampwest to provide the Services and to perform its obligations under this SFOA, at no cost to Ampwest. Where such right of access is required from a third party, the Customer agrees to obtain such right of access for Ampwest.
  - Access to appropriate infrastructure (i.e. primary electrical power and building cabling) is provided to Ampwest, at no cost to Ampwest
  - The Ampwest Equipment and Customer Equipment is to be located at the Sites in such manner and position as is reasonably requested by Ampwest to enable Ampwest to provide the Services.
- The Customer represents and warrants to Ampwest to the best of its knowledge that as at the date of this SFOA and at all times during the term of this SFOA the Customer does not require the consent of any third party to enter into this SFOA or discharge its obligations to Ampwest under this SFOA.

CHARGES
- The Customer shall pay the Charges at the rates detailed in each applicable Service Description, Service Agreement, LoA, or Ampwest Price List.
- Payment for all invoices is due within seven days and will be paid by the method detailed in the applicable Service Agreement, Letter of Acceptance or other like document. Unless otherwise specified, installation charges are payable before provision of the Installation Services and monthly rental fees are payable monthly in advance. Traffic or usage charges by default are charged monthly in arrears. Traffic or usage charges for the previous month will be incorporated into the same invoice listing the advance month’s rental charges.
- Once off charges are billed on the next monthly invoice, upon completion of work or in advance as agreed between the Parties. Where recurring Services do not commence at the beginning of a month, the recurring charges will be pro-rated for the first month. Ampwest may back bill up to six months after charges have been incurred.
- Invoices are sent to the Customer by email unless other arrangements have been agreed between the Parties. Ampwest may charge a fee for such other arrangements as per Ampwest Price Lists.
- If the Customer disputes the whole or any portion of the amount claimed in an invoice submitted by Ampwest, the Customer shall pay the portion of the amount stated in the invoice which is not in dispute in the manner specified and shall notify Ampwest in writing (within 7 days of receipt of the invoice) of the reason(s) for disputing the remainder of the invoice. Any dispute that cannot be resolved by negotiation shall be determined pursuant to Clause 23.
- The Charges are exclusive of GST. In addition to paying the Charges, the Customer will pay Ampwest an additional amount equal to any GST payable by Ampwest on or in respect of any supply by Ampwest to which the Charges relate and the Customer agrees to make such additional payment at the same time as it pays the Charges, subject to the prior receipt by the Customer from Ampwest of a proper tax invoice.

LATE PAYMENTS AND SUSPENSION OF SERVICES
- Where payments for invoices are overdue, Ampwest may:
  - charge an interest fee and/or a late payment administrative fee, and/or recovery fee, and/or
  - suspend, restrict or cancel Services until all overdue invoices are paid in full.
- Ampwest may also suspend, restrict or cancel Services for the reasons set out in Clause 16.1
- Where Ampwest has suspended, restricted or cancelled a Service and the reasons for the suspension, restriction or cancellation have been rectified, Ampwest may re-connect or re-establish the Service and may charge a fee for doing so.

INSTALLATION OF SERVICES
- Ampwest may agree with the Customer to a date on which Ampwest will seek to connect the Services and Ampwest will endeavour to keep to the agreed date but will not be liable for any loss suffered by the Customer if connection is not made on that date.
- The Customer acknowledges that while Ampwest will take reasonable care not to cause any damage, Ampwest’s installation, inspection and maintenance of the Service may cause damage to the Customer’s premises and, in the case of Data or VoIP Services, may cause damage to computer software, hardware or data and may also invalidate the Customer’s computer warranty.
- If, in the opinion of Ampwest representative, the Customer’s premise wiring does not fully comply with Australian Communications Authority (ACA) regulations, Ampwest may, at its sole discretion, discontinue installation or maintenance or proceed only on the basis of Customer indemnifying Ampwest in relation to the Service, its installation and maintenance.
- The Customer agrees to accept the risk of any of the occurrences described in clauses 10.2 or 10.3. Ampwest does not accept any responsibility or liability for any loss or damage it may cause to the Customer’s premises, computer, software, files, data or peripherals, even if the loss or damage is caused by a negligent act or omission of Ampwest’s employees, contractors or agents.
- Ampwest reserves the right to charge for non-standard installation, relocation of phones, phone systems, LAN, server or computer and power outlets within the Customer’s premises and/or the reinstallation at a new location. The Customer is responsible for the accuracy of information contained in the Voice, Data or other Services Agreement, including but not limited to information concerning the type of connection required. Any reinstallation or retrofit work required as a consequence of inaccurate information in the Services Agreement will be charged to the Customer at the current Ampwest fee schedule.

HARDWARE SUPPORT
- Ampwest provides a 12 month warranty at no extra cost, with any Hardware it supplies to the Customer. The Hardware Warranty commences from the date of the Hardware installation. If the Customer notifies Ampwest of a fault with the Hardware or the Ampwest Equipment within this period, Ampwest will repair or replace the faulty item at no cost to the Customer. However, if the fault was caused by: (a) non-Ampwest Equipment (such as the Customer’s Network Device, software or data) (b) interference with or modification to this Hardware or Ampwest Equipment (c) failure to use the Hardware or Ampwest Equipment in accordance with instructions then Ampwest will be entitled to charge the Customer for the service call, repair or replacement.
- If Ampwest makes a service call at the Customer’s request but there is no fault with the Hardware or the Ampwest Equipment, Ampwest may charge the Customer a service fee.
- Outside any Hardware Warranty period, the operation of the Hardware, and any repairs to it, will be the Customer’s responsibility. If Ampwest repairs or replaces it, Ampwest will charge the Customer a fee for doing so.

CONFIDENTIALITY AND PRIVACY
- The Customer agrees that Ampwest may disclose the Customer information contained in the Ampwest Services Agreement for the specific purpose of determining credit worthiness of the Customer and authorizes Ampwest to disclose the information to a credit reporting agency and to seek from or give to any credit providers nominated by the Customer or named in a credit report any other information on the Customer’s creditworthiness, credit history or credit capacity that credit providers are allowed to give under the Privacy Act, 1973 (Cth)
- Ampwest may refuse to provide or cancel the Service on the basis of its credit assessment of the Customer. The Customer has the right to see and to correct any credit information which Ampwest holds about the Customer.
- Other than as specified in Clause 12.1, a Party shall not, without the prior written approval of the other Party, disclose the other Party’s Confidential Information other than information which is already in the public domain.
- A Party shall not be in breach of Clause 12.3 in circumstances where it is legally compelled to disclose the other Party’s Confidential Information.
- Each Party shall procure that its employees and agents, and any sub-contractors engaged for the purposes of this SFOA, do not make public or disclose the other Party’s Confidential Information and comply with this Clause 12.
- Notwithstanding any other provision of this clause, each Party may disclose the terms of this SFOA to a Related Body Corporate or its, solicitors, auditors, insurers or accountants.
- The Customer may not mention the Service in any promotional material or press releases without prior consent of Ampwest.
- This clause shall survive the termination of this Agreement.

INTELLECTUAL PROPERTY RIGHTS
- The Customer acknowledges that Ampwest remains the sole owner of Ampwest Owned Software and all Intellectual Property Rights associated with Ampwest Owned Software, including any modification effected for the benefit of the Customer or otherwise in connection with this SFOA.
- Ampwest shall be responsible for obtaining all necessary authorisations and consents from third party licensors of Ampwest Licensed Software to the extent that this is necessary to enable Ampwest to provide the Services.
- Ampwest acknowledges that the Customer remains the sole owner of Customer Owned Software and all Intellectual Property Rights associated with Customer Owned Software.
- All Intellectual Property Rights in any modification to Customer Owned Software effected by Ampwest for the benefit of the Customer or otherwise in connection with this SFOA shall vest in the Customer and, without limiting the foregoing, Ampwest assigns to the Customer all Intellectual Property Rights in any modification which would, but for this clause 13.4, vest in Ampwest.

IMPLIED TERMS
- Subject to Clause 14.2, any condition or warranty which would otherwise be implied in this SFOA is excluded to the fullest extent permitted by law.
- Where legislation implies in this SFOA any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this SFOA. However, the liability of Ampwest for any breach of such condition or warranty shall be limited, at the option of Ampwest, to one or more of the following:
  - If the breach relates to goods:
    - The replacement of the goods or the supply of equivalent goods,
    - The repair of such goods,
    - The payment of the cost of replacing the goods or of acquiring equivalent goods, or
    - The payment of the cost of having the goods repaired.
  - If the breach relates to services:
    - The supplying of the services again, or
    - The payment of the cost of having the services supplied again.

LIABILITY OF AMPWEST AND CUSTOMER
- Except in relation to liability for personal injury (including sickness and death), and to the fullest extent permitted by law, Ampwest shall be under no liability to the Customer in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied pursuant to this SFOA. This Clause 15.1 shall not apply where Ampwest is in default under this Agreement, negligent or fraudulent.
- Except in relation to liability for personal injury (including sickness and death), and to the fullest extent permitted by law, Customer shall be under no liability to Ampwest in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied pursuant to this SFOA. This Clause 15.2 shall not apply where Customer is in default under this SFOA, negligent or fraudulent.
- Subject to Clause 15.4, the Customer warrants that it has not relied on any representation made by Ampwest which has not been stated expressly in this SFOA or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by Ampwest.
- The Customer acknowledges that to the extent Ampwest has made any representation which is not otherwise expressly stated in this SFOA, the Customer has been provided with an opportunity to independently verify the accuracy of that representation. Further, the Customer acknowledges that Ampwest does not warrant that the Services will be uninterrupted or error free.
- The Customer shall at all times indemnify and hold harmless Ampwest and its officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by:
  - A breach by the Customer of its obligations under this SFOA, or
  - Any wilful, unlawful or negligent act or omission of the Customer.
- Ampwest shall at all times indemnify and hold harmless the Customer and its officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by:
  - A breach by Ampwest of its obligations under this SFOA, or
  - Any wilful, unlawful or negligent act or omission of Ampwest its officers, employees, agents and contractors.

TERMINATION
- Either Party may terminate this SFOA immediately by notice in writing if:
  - The other Party is in breach of any term of this SFOA and such breach is not rectified within 30 days of written notification, or
  - The other Party:
    - becomes insolvent, is placed in liquidation or has a receiver or manager appointed over any part of its assets or undertaking;
    - cease or threatens to cease to carry on its business; or
    - is unable to pay its debts as and when they fall due or is otherwise insolvent under the Corporations Act 2001 (Cth).
  - During the Minimum Period either Party is entitled to terminate this SFOA at the conclusion of the Minimum Period without cause or penalty provided that a minimum of 60 days written notice of termination is provided.
  - When the Minimum Period has naturally expired this SFOA will continue to apply in all respects until a Party terminates this SFOA by providing written notice of termination, with a minimum of 30 days’ notice, to the other Party.
  - If the Customer seeks to terminate this SFOA, or any Specified Service that constitutes part of this SFOA, before the expiry of the Minimum Period, the Customer may do so on the condition that the Customer pay within 30 days of the date of termination an Early Termination Fee consisting of:
    - A penalty payment equivalent to the total of the minimum monthly charges that would have applied for the remainder of the Initial Term under this SFOA; plus
    - Where Ampwest incurs additional Carrier charges due to Early Termination, such as for number porting, such charges will also be included in the Early Termination Fees.
  - If this Agreement is terminated pursuant to Clause 16.1, the innocent Party:
    - May repossess any of its property in the possession, custody or control of the defaulting Party,
    - May retain any moneys paid to it by the defaulting Party,
    - Is discharged from any further obligations under this SFOA, and
    - May pursue any additional or alternative remedies provided by law.
  - Except as otherwise provided in this SFOA and subject to any rights or obligations which have accrued before termination or expiration, neither party will have any further obligation to the other under this SFOA.
  - For the avoidance of doubt, normal operating monthly changes to the quantities of a Specified Service where such changes are envisaged in the relevant Service Description, do not constitute Termination of that Specified Service.

FORCE MAJEURE
- Neither Party shall be liable for any delay or failure to perform its obligations pursuant to this SFOA if such delay is due to Force Majeure.
- If a delay or failure of a Party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party’s obligations will be suspended.
- If a delay or failure by a Party to perform its obligations due to Force Majeure exceeds 60 days, either Party may immediately terminate the Agreement on providing notice in writing to the other Party.

ENTIRE AGREEMENT

This SFOA constitutes the entire agreement between the Parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.

PRECEDENCE
- The documents comprising this Standard Form of Agreement shall be read in the following order of precedence:
  - The Service Descriptions;
  - These General Terms and Conditions;
  - Service Agreements/LoA/or similar documents; and then
  - Any other Price Lists or Schedules.
- Where any conflict occurs between the provisions contained in two or more of the documents forming this SFOA, the document lower in the order of precedence shall where possible be read down to resolve such conflict. If the conflict remains incapable of resolution by reading down, the conflicting provisions shall be severed from the document lower in the order of precedence without otherwise diminishing the enforceability of the remaining provisions of that document.

ASSIGNMENT AND NOVATION

The benefit of this SFOA shall not be assigned by the Customer or Ampwest without the prior written consent of the other Party.

WAIVER
- No right under this SFOA shall be deemed to be waived by a Party except by notice in writing signed by that Party.
- A waiver made by a Party pursuant to Clause 21.1 will not prejudice its rights in respect of any subsequent breach of the SFOA by the other Party.
- Subject to Clause 21.1, any failure by a Party to enforce any clause of this SFOA, or any forbearance, delay or indulgence granted by a Party to the other Party will not be construed as a waiver of the first mentioned Party’s rights under this SFOA.

VARIATION
- Ampwest may make changes to the provisions of this SFOA from time to time.
- If such a change is detrimental to the Customer, Ampwest will inform the Customer with at least 30 days’ notice of the change. The Customer may contact Ampwest to discuss the change or terminate the SFOA within 42 days after the change has taken effect and with 30 days’ notice of termination. No Early Termination Fees will be charged for such a termination.

DISPUTES
- Subject to clause 23.2, any dispute arising in connection with this SFOA which cannot be settled by negotiation between the Parties or their representatives shall be submitted to arbitration in accordance with the Rules for the Conduct of Commercial Arbitrations for the time being of the Institute of Arbitrators and Mediators Australia (“IAMA”). During such arbitration, both Parties may be legally represented.
- Prior to referring a matter to arbitration pursuant to Clause 23.1, the Parties shall:
  - Formally refer the dispute to their respective chief executive officers for consideration by them for 10 Business Days or such longer period as may be agreed, and
  - If the chief executive officers are unable to resolve the dispute, in good faith explore the prospect of mediation through IAMA.
- Nothing in this clause shall prevent a Party from seeking urgent equitable relief before an appropriate court.

SEVERABILITY

If any provision of this SFOA is invalid, unenforceable or illegal for any reason, the SFOA shall remain otherwise in full force apart from such provision, which shall be deemed deleted.

RIGHTS OF PARTIES

Any express statement of the right of a Party under this SFOA is without prejudice to any other right of that Party expressly stated in this SFOA or existing at law.

SURVIVAL OF SFOA

Subject to any provision to the contrary, this SFOA shall inure to the benefit of and be binding upon the Parties and their successors, trustees, permitted assigns or receivers but shall not inure to the benefit of any other person.

GOVERNING LAW

This SFOA will be governed by and construed according to the law of the State of Victoria.

NOTICES
- Notices under this SFOA shall be in writing and shall be delivered by hand, by mail, by facsimile or by email to the Parties hereto at their respective addresses.
- Notice will be deemed given:
  - In the case of hand delivery, upon delivery;
  - In the case of posting, 2 Business Days after dispatch;
  - In the case of facsimile or email upon receipt of transmission if received on a Business Day or otherwise at the commencement of the first Business Day following transmission.

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