Master Services Agreement

This Master Services Agreement (MSA) sets out the standard terms and conditions under which Great Place to Work Australia and New Zealand Pty Ltd (ABN 89 644 649 276) (GPTW ANZ) supplies its services. The MSA is to be read together with each Work Order entered into between GPTW ANZ and the customer identified in that Work Order (Customer). Each Work Order incorporates these terms by reference, and together with this MSA forms a single binding agreement governing the provision of the Services.

Recitals

  1. GPTW ANZ is engaged in the business of providing workplace culture assessment tools, subscription services, certification and related professional services.
  2. GPTW ANZ supplies such services pursuant to individual Work Orders, which specify the scope of services, deliverables, fees, billing terms and other commercial particulars agreed between GPTW ANZ and the relevant Customer.
  3. These Master Services Agreement terms and conditions (Terms) are intended to operate as GPTW ANZ’s standard contractual framework, governing all Services supplied under any Work Order that incorporates or refers to them.
  4. Each Work Order that references these Terms (including any system-generated Work Order issued through GPTW ANZ’s ordering platform) is deemed to incorporate these Terms by reference, such that the Work Order and these Terms together constitute a single binding agreement between GPTW ANZ and the Customer (the Agreement).
  5. For the avoidance of doubt, execution of a Work Order by the Customer (including acceptance effected electronically or through the ordering system) constitutes acceptance of these Terms. No separate execution page for these Terms is required.
  6. The parties have therefore agreed that the relationship between GPTW ANZ and the Customer in respect of the Services will be governed by the Agreement formed in this manner.

1. Structure and Formation

1.1 Agreement. Each Work Order entered into between GPTW ANZ and the Customer is governed by, and incorporates by reference, these Terms (together with any schedules or policies expressly incorporated). Each such Work Order, read together with these Terms, forms a binding agreement between the parties. Acceptance of a Work Order may occur by electronic signature, system-generated acceptance, or any other method expressly permitted by GPTW ANZ’s ordering platform.

1.2 Order of Precedence. To the extent of any inconsistency between the documents comprising the Agreement:

a. The relevant Work Order prevails in respect of scope of Services, deliverables, service levels, fees, billing arrangements, and payment terms;

b. next, these Terms prevail; and

c. thereafter, any referenced policy, schedule, or guideline incorporated into the Agreement will apply.

This order of precedence ensures that the commercial details of each engagement are governed by the Work Order, while these Terms establish the overarching legal and risk framework.

1.3 Variations. Any change to the scope of Services, deliverables, or timelines under a Work Order must be agreed in writing by the parties, whether by way of an amended Work Order, variation letter, or other form of written confirmation (including electronic correspondence). GPTW ANZ may adjust fees, charges, or delivery schedules to reflect any such agreed changes. Requests outside scope (including additional training, bespoke analytics, security questionnaires, vendor onboarding) are chargeable at agreed rates and require written approval.

2. Services and Work Orders

2.1 Categories of Services. The services supplied by GPTW ANZ under this Agreement may include, without limitation:

a. Software Subscription Services, being access to GPTW ANZ’s proprietary survey platform, dashboards, and related software functionality;

b. Certification and Lists, being the assessment and recognition services offered through GPTW ANZ’s certification programs and published lists;

c. Reports and Analytics, comprising the preparation and delivery of de-identified, aggregate reports and related analytical outputs; and

d. Consulting and Professional Services, including advisory, facilitation, or other professional services provided on a project basis.

The applicable category or categories of Services, and whether they are subscription-based or project-based, will be specified in the relevant Work Order. Services are limited to those expressly described in the Work Order. No other services (including unlimited support, hours or consulting) are included unless expressly stated.

2.2 Work Order Terms. Each Work Order will set out the commercial particulars of the engagement, including (as applicable):

a. the term of access or subscription period (which, for Subscription Services, is typically twelve (12) months);

b. any renewal rights or processes, including automatic renewal where expressly provided;

c. the scope of deliverables and any associated milestones; and

d. any agreed multi-year commitments, discounts or pricing adjustments.

2.3 Acceptance of Deliverables. Where a Work Order contemplates the delivery of specific deliverables, such deliverables will be deemed accepted by the Customer on the earlier of:

a. written confirmation of acceptance from the Customer; or

b. five (5) Business Days following delivery, unless within that period the Customer provides GPTW ANZ with written notice identifying material non-conformities in reasonable detail.

2.4 Disclaimer as to Outcomes. The Customer acknowledges that GPTW ANZ does not represent or warrant, and shall have no liability in respect of, the Customer’s attainment of any particular outcome, including certification, ranking on any list, achievement of response rates, or other business results. Such outcomes depend on Customer inputs, employee participation levels, and other factors outside GPTW ANZ’s reasonable control.

3. Access and Use

3.1 Authorised Use. Subject to payment of applicable Fees and compliance with this Agreement, GPTW ANZ grants the Customer a non-exclusive, non-transferable, limited right, during the subscription term specified in the relevant Work Order, to access and use the Subscription Services solely for the Customer’s internal business purposes and strictly in accordance with these Terms and the applicable Work Order.

3.2 Restrictions on Use. Except as expressly permitted under this Agreement, the Customer must not, and must not permit any third party to:

a. sublicense, resell, lease, rent, or otherwise provide the Subscription Services to any third party;

b. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Subscription Services (except to the extent permitted by non-excludable law);

c. interfere with, disrupt, or attempt to gain unauthorised access to the Subscription Services or any related systems or networks;

d. use the Subscription Services to create, support, or provide a product or service that competes with the Subscription Services; or

e. remove, obscure, or alter any proprietary notices, trade marks, or disclaimers appearing in the Subscription Services or in any related materials.

3.3 Access Credentials. The Customer must ensure that all usernames, passwords, and other access credentials issued for the Subscription Services are kept secure and confidential. The Customer is responsible for all access to and use of the Subscription Services by its personnel, Affiliates, contractors, or any third party to whom it provides access, whether authorised or unauthorised.

3.4 Connectivity and Equipment. The Customer is responsible, at its own cost, for obtaining and maintaining adequate internet connectivity, telecommunications, and any equipment, software, or ancillary services necessary to access and use the Subscription Services. GPTW ANZ has no liability for delays, performance issues, or service interruptions attributable to the Customer’s connectivity or equipment.

4. Customer Responsibilities

4.1 Co-operation and Data Provision. The Customer must provide GPTW ANZ with all information, data, and assistance reasonably required to enable GPTW ANZ to perform the Services, including accurate employee contact lists and any required fields (such as team, department, or job classification). The Customer must also nominate a key contact person and ensure timely provision of data, feedback, and approvals.

4.2 IT Enablement. The Customer is responsible for ensuring that its systems and network settings permit delivery and access to the Services, including allow-listing, firewall or proxy settings, and other technical configurations. The Customer must ensure that its users are able to access the survey platform and related tools without undue restriction.

4.3 Participation Parameters. The Customer acknowledges and agrees that GPTW ANZ’s reporting is subject to minimum privacy thresholds, including that:

a. the Customer must have a minimum headcount of ten (10) employees to be eligible for certain Services; and

b. survey results for any demographic segment will only be displayed where there are at least five (5) respondents in that segment, in order to preserve anonymity

4.4 Launch Timeframes. Where a Work Order contemplates a survey, the Customer must launch its survey within three (3) months of signing up to the relevant Services, unless GPTW ANZ has agreed in writing to a later launch date.

4.5 Consequences of Non-Compliance. GPTW ANZ will not be liable for delays in delivery, or for the inability to provide certain segment views or results, where such issues arise due to the Customer’s failure to provide data, approvals, or participation levels within the required timeframes.

5. Fees, Invoicing, Taxes and Currency

5.1 Fees and Billing. The fees payable by the Customer for the Services, together with the applicable billing triggers (including up-front payments, milestone payments, instalments, or multi-year pricing arrangements), will be as set out in the relevant Work Order and/or invoice.

5.2 Payment Terms. Unless otherwise specified in the applicable Work Order, invoices issued by GPTW ANZ are payable within thirty (30) days of the invoice date. The Customer must pay all undisputed amounts by the due date. Any overdue amounts may accrue interest at the lesser of: (a) 1.5% per month; or (b) the maximum rate permitted by applicable law. GPTW ANZ may, on written notice, suspend provision of the Services until all overdue amounts are paid in full.

3.3 Taxes. Unless expressly stated otherwise, all amounts specified in the Agreement are exclusive of Goods and Services Tax (GST). The Customer must pay to GPTW ANZ an additional amount equal to any GST properly payable on any taxable supply under this Agreement, subject to GPTW ANZ providing a valid tax invoice. The Customer is responsible for all other taxes, duties and government charges arising in connection with the Agreement, other than taxes based on GPTW ANZ’s net income.

5.4 Additional Fees. GPTW ANZ may charge additional fees where:

a. the Customer requests changes to employee counts or other scope parameters that increase costs;

b. non-standard onboarding, configuration, or support is required at the Customer’s request; or

c. the Customer requires GPTW ANZ to complete security questionnaires, vendor registration forms, or similar third-party compliance requests.

Any such additional fees will be notified to the Customer in advance and will only be incurred with the Customer’s agreement.

5.5 Currency. Unless expressly stated otherwise in the Work Order, all fees and charges under this Agreement are denominated and payable in Australian dollars (AUD).

6. Data, Privacy and Security

6.1 Definitions. For the purposes of this Agreement:

a. Customer Data means the contact lists and information supplied by the Customer to enable the Services (for example, employee email addresses and pre-coded demographic tags). The Customer retains ownership of all Customer Data.

b. Raw Data means the survey and interview responses collected through GPTW ANZ’s systems in connection with the Services. GPTW ANZ owns all rights, title, and interest in the Raw Data, which is not provided to the Customer.

c. Reports/Aggregate Outputs means the de-identified, aggregated results and analytical outputs delivered to the Customer under a Work Order. GPTW ANZ owns all rights, title, and interest in the Reports/Aggregate Outputs.

6.2 Privacy Compliance. Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles when handling Personal Information under this Agreement. The Customer is responsible for ensuring it has a lawful basis, including obtaining all necessary consents, to provide GPTW ANZ with staff contact details and to invite employee participation in surveys. GPTW ANZ will provide appropriate collection notices to survey respondents within its platform.

6.3 Security Measures and Breach Notification. GPTW ANZ will implement and maintain technical and organisational measures appropriate to the nature of the Services and the types of Personal Information processed. If GPTW ANZ becomes aware of a notifiable data breach involving Customer Personal Information, GPTW ANZ will notify the Customer without undue delay and, in any event, within seventy-two (72) hours of becoming aware of the breach. The notice will include sufficient details to enable the Customer to comply with its own legal obligations.

6.4 Cross-Border Processing. The Customer acknowledges that GPTW ANZ may transfer, disclose, or permit access to Customer Data and Personal Information to GPTW ANZ affiliates, licensees, and reputable third-party sub-processors (such as cloud hosting providers) located outside Australia. GPTW ANZ will ensure that appropriate contractual safeguards are in place with such third parties. If a Customer requires that data be stored or processed solely within Australia, this must be expressly stated in the relevant Work Order.

6.5 Data Retention and Deletion. Raw Data is not provided to Customer except as expressly agreed in a Work Order (if ever). For the avoidance of doubt, Raw Data is GPTW Confidential Information.

Unless otherwise agreed in writing, GPTW ANZ will retain operational data for up to seven (7) years following collection, or longer where required by applicable law. At the end of this period, or earlier upon reasonable written request by the Customer (where technically and legally feasible), GPTW ANZ will delete or irreversibly anonymise the Customer Data in accordance with its standard data retention and destruction policies.

7. Intellectual Property, Reports and Badges

7.1 GPTW Intellectual Property. All rights, title, and interest (including all intellectual property rights) in and to the Services, the survey platform and related software, methodologies, benchmarks, Raw Data, and Reports/Aggregate Outputs are and shall remain the exclusive property of GPTW ANZ (or its licensors). Except as expressly provided in this Agreement, no rights, licences, or interests are granted or transferred to the Customer, whether by implication, estoppel, or otherwise.

7.2 Licence to Reports. Subject to the Customer’s compliance with this Agreement, GPTW ANZ grants the Customer a limited, non-exclusive, non-transferable, royalty-free licence to use the Reports and Aggregate Outputs delivered under a Work Order solely for the Customer’s internal business purposes. The Customer must not disclose, publish, or distribute any Reports or Aggregate Outputs externally without GPTW ANZ’s prior written consent, unless such disclosure is expressly permitted under GPTW ANZ’s Badge or Certification Guidelines.

7.3 Badges and Certification. Where the Customer achieves certification or inclusion on a GPTW list, the Customer’s use of any related certification or list badge is strictly subject to GPTW ANZ’s applicable Badge and Certification Guidelines, as updated from time to time. Upon termination or expiry of this Agreement, the Customer may continue to display badges earned during the Term only in their time-stamped, historical form, and must not present or promote such badges as representing current certification status.

7.4 Customer Materials. The Customer retains ownership of all intellectual property rights in the Customer’s trademarks, logos, and any other materials it provides to GPTW ANZ for the purposes of the Services. The Customer grants GPTW ANZ a non-exclusive, royalty-free licence to use such materials solely to the extent reasonably required for GPTW ANZ to perform the Services, deliver Reports, or acknowledge the Customer’s achievements, provided such use is consistent with any reasonable brand directions or guidelines notified by the Customer in writing.

8. Confidentiality

8.1 Confidential Information. Each party acknowledges that, in the course of performing its obligations under this Agreement, it may receive or have access to information of the other party that is confidential in nature (Confidential Information). Confidential Information includes, without limitation, all non-public business, technical, financial, and operational information, as well as any data, reports, or materials disclosed by one party to the other, whether in oral, written, electronic, or other form.

8.2 Obligations. Each party must:

a. keep the other party’s Confidential Information strictly confidential;

b. use the other party’s Confidential Information solely for the purposes of performing or receiving the Services under this Agreement; and

c. not disclose the other party’s Confidential Information to any person, except to its employees, officers, professional advisers, contractors, or agents who have a need to know the information for the purposes of the Agreement and who are bound by confidentiality obligations no less stringent than those set out in this clause.

8.3 Exclusions. The obligations in clause 8.2 do not apply to information which the receiving party can demonstrate by written records:

a. is or becomes publicly available other than as a result of a breach of this Agreement;

b. was already known to the receiving party at the time of disclosure by the disclosing party;

c. is independently developed by the receiving party without reference to the Confidential Information of the disclosing party; or

d. is required to be disclosed by law, regulation, or order of a court or regulatory authority, provided that the receiving party gives prior notice to the disclosing party (to the extent legally permitted) to allow the disclosing party to seek protective measures.

8.4 Duration. The obligations of confidentiality in this clause survive termination or expiry of this Agreement and continue for so long as the relevant information remains confidential.

8.5 Raw Data. For clarity, GPTW ANZ is not required to disclose Raw Data (as defined in clause 6) to the Customer, and the Customer acknowledges and agrees that Raw Data is GPTW ANZ’s Confidential Information.

9. Subcontracting and Personnel

9.1 Subcontracting. GPTW ANZ may engage subcontractors, consultants, and GPTW-licensed affiliates in the performance of the Services, without the need for the Customer’s prior consent. GPTW ANZ remains responsible for the acts and omissions of such subcontractors, consultants, and affiliates as if they were its own. GPTW ANZ will ensure that any subcontractors or affiliates engaged in the delivery of the Services are bound by confidentiality and data protection obligations no less protective than those set out in this Agreement.

9.2 Non-Solicitation. The Customer must not, during the term of this Agreement and for a period of twelve (12) months following its termination or expiry, directly or indirectly solicit, induce, or employ any employee, contractor, or consultant of GPTW ANZ who was directly involved in the provision of the Services under this Agreement, except with GPTW ANZ’s prior written consent to such engagement.

10. Warranties; Australian Consumer Law

10.1 Performance Warranties. GPTW ANZ warrants that:

a. the Consulting and Professional Services will be performed with due care and skill, and in accordance with generally accepted industry standards; and

b. during the applicable subscription term specified in the Work Order, the Subscription Services will materially conform to their published service description.

10.2 Australian Consumer Law. Nothing in this Agreement excludes, restricts, or modifies any rights, remedies, or guarantees to which the Customer may be entitled under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) that cannot lawfully be excluded or modified. To the extent permitted by law, where liability for a non-excludable guarantee can be limited, GPTW ANZ limits its liability, at its option, to either:

a. the resupply of the relevant Services; or

b. the payment of the cost of having the Services resupplied.

10.3 Disclaimer. Subject always to clause 10.2, and to the maximum extent permitted by law, all other warranties, conditions, representations, and guarantees, whether express, implied, statutory, or otherwise, are excluded, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or uninterrupted or error-free operation of the Services.

11. Indemnities

11.1 GPTW ANZ Intellectual Property Indemnity (Third-Party Claims). GPTW ANZ will defend, indemnify, and hold harmless the Customer, together with its directors, officers, and employees, from and against any third-party claim alleging that the Customer’s authorised use of the Services infringes Australian copyright or patent rights. GPTW ANZ will pay any amounts finally awarded against the Customer, or agreed in settlement, in respect of such claims. This indemnity does not apply to the extent the claim arises from:

a. use of the Services not in accordance with this Agreement;

b. modifications to the Services made by or on behalf of the Customer without GPTW ANZ’s prior written consent; or

c. use of the Services in combination with products, services, or data not supplied or approved in writing by GPTW ANZ, where the Services alone would not have infringed.

Where such a claim arises, GPTW ANZ may, at its option and expense:

i. procure the right for the Customer to continue using the affected Services;

ii. modify or replace the Services so that they become non-infringing but substantially equivalent in functionality; or

iii. if neither option is commercially reasonable, terminate the affected Services and refund any pre-paid fees for the unused period.

11.2 Customer Indemnity. The Customer will defend, indemnify, and hold harmless GPTW ANZ, its directors, officers, and employees from and against all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

a. the Customer’s breach of law or of this Agreement;

b. the adequacy of consents obtained (or failure to obtain consents) and the accuracy or completeness of Customer Data;

c. the Customer’s misuse of GPTW ANZ’s badges, certification marks, or trade marks, contrary to applicable guidelines; or

d. the Customer’s unauthorised disclosure, publication, or use of Reports, Aggregate Outputs, or access credentials.

11.3 Indemnification Process. As a condition of the indemnities in this clause:

a. the indemnified party must promptly notify the indemnifying party of any claim for which indemnification is sought;

b. the indemnifying party has sole control over the defence and settlement of the claim, provided that it does not agree to any settlement that imposes material obligations on, or admits liability for, the indemnified party without that party’s prior written consent (not to be unreasonably withheld); and

c. the indemnified party must provide all reasonable assistance at the indemnifying party’s expense.

11.4 Scope. These indemnities apply only to third-party claims and do not extend to claims made directly between the parties.

 

12. Liability

12.1 Limitation of Liability. Subject to clause 12.3, the total aggregate liability of each party to the other, whether arising in contract, tort (including negligence), equity, statute, or otherwise, in connection with this Agreement or any Work Order, is limited to an amount equal to the fees paid or payable by the Customer under the affected Work Order during the twelve (12) month period immediately preceding the event giving rise to the claim.

12.2 Excluded Types of Loss. To the maximum extent permitted by law, neither party will be liable to the other for any:

a. indirect, incidental, consequential, or special loss or damage;

b. loss of profits, revenue, business opportunity, goodwill, or anticipated savings; or

c. loss, corruption, or recovery of data,
in each case whether arising in contract, tort (including negligence), equity, under statute, or otherwise, and even if the party has been advised of the possibility of such loss or damage. This exclusion does not apply to the extent such liability cannot lawfully be excluded.

13. Term, Renewal, Suspension and Termination

13.1 Term. These Terms commence on acceptance in accordance with clause 1 and will continue for so long as any Work Order remains in effect. Each Work Order constitutes a separate agreement and specifies its own initial term and renewal mechanics.

13.2 Non-Renewal. Either party may elect not to renew a Work Order by providing written notice in accordance with the notice period specified in that Work Order, or if no such period is stated, by giving at least sixty (60) days’ prior written notice before the expiry of the then-current term.

13.3 Termination for Cause. Either party may terminate a Work Order immediately by written notice if the other party:

a. commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days after receiving written notice specifying the breach; or

b. becomes subject to insolvency, administration, liquidation, or similar proceedings.

c. Without limiting the foregoing, GPTW ANZ may suspend or terminate a Work Order immediately upon written notice where the Customer commits a serious breach of clause 3 (Access and Use) or clause 8 (Confidentiality).

13.4 No Termination for Convenience. The parties agree that there is no right to terminate for convenience under these Terms. Where the Customer has entered into a multi-year commitment, the Customer may not cancel early except as expressly permitted by this Agreement. If the Customer purports to cancel such a commitment, the Customer will be liable to pay an early termination fee equal to fifty percent (50%) of the fees remaining for the balance of the commitment and must provide at least sixty (60) days’ written notice if required under the applicable Work Order.

13.5 Effects of Termination or Expiry. On termination or expiry of a Work Order:

a. all fees accrued up to the effective date remain payable and immediately due;

b. the Customer’s access to the Services, including the survey platform and dashboards, will immediately cease;

c. the Customer may retain copies of Reports and Aggregate Outputs previously delivered under the Work Order, provided they are used strictly for the Customer’s internal business purposes; and

d. GPTW ANZ will manage the return or deletion of Customer Data in accordance with clause 6.5 (Retention and Deletion).

14. Publicity and Data

14.1 Identification of Customer. With the Customer’s consent, GPTW ANZ may identify the Customer, including by reference to its name and logo, as a client of GPTW ANZ in its marketing materials, client lists, proposals, and case studies.

14.2 Brand Directions and Opt-Out. GPTW ANZ’s use of the Customer’s name and logo must comply with any reasonable brand directions, guidelines, or instructions provided by the Customer in writing. The Customer may opt out of such use by notifying GPTW ANZ in writing, in which case GPTW ANZ will promptly cease further use from the effective date of the notice.

14.3 Certification and Badge Usage. The Customer’s use of GPTW ANZ’s certification marks, badges, or related intellectual property is governed by clause 7.3 (Badges and Certification) and the applicable GPTW Badge Guidelines.

14.4 Permitted Use of Raw Data / De-identified Data. GPTW ANZ may use Raw Data and Reports/Aggregate Outputs in de-identified and aggregated form to operate, maintain, secure and improve the Services; develop benchmarks/insights; conduct analytics; develop and improve methodologies, models and product features; and produce aggregated insights and publications, provided such use does not identify the Customer or any individual. This licence survives termination.

14.5 Upon termination/expiry, GPTW will delete or anonymise Customer Data on request where feasible

14.6 GPTW may retain Raw Data in de-identified/anonymised form for benchmarking, research, and product improvement

15. Force Majeure

15.1 Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) where such delay or failure is caused by an event beyond its reasonable control (Force Majeure Event), including but not limited to natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labour disputes, embargoes, power or telecommunications failures, or the failure of third-party hosting or internet providers.

15.2 The affected party must promptly notify the other in writing of the Force Majeure Event and its expected duration, use all reasonable endeavours to mitigate its effects, and resume performance as soon as practicable.

15.3 Any affected timeframe for performance will be extended for the duration of the Force Majeure Event, provided that if the event continues for more than sixty (60) days, either party may terminate the affected Work Order on written notice without liability (other than for amounts accrued up to the effective date of termination)

16. Notices

16.1 Method of Service. Any notice, consent, approval, demand, or other communication required or permitted to be given under this Agreement (Notice) must be in writing and may be delivered:

a. by hand;

b. by pre-paid post; or

c. by email

to the address or email address specified for the recipient in the relevant Work Order, or to such other address as the recipient may notify in writing from time to time.

16.2 Effective Time of Service. A Notice is deemed to be received:

a. if delivered by hand — at the time of delivery;

b. if sent by pre-paid post — on the third (3rd) Business Day after posting (or seventh (7th) Business Day if sent internationally); and

c. if sent by email — at the time of transmission, provided that no delivery failure or “out of office” automated response is received by the sender, and if the time of deemed receipt is after 5:00pm at the recipient’s location or on a day that is not a Business Day, the Notice will be deemed received at 9:00am on the next Business Day.

16.3 Changes to Contact Details. Each party must promptly notify the other in writing of any change to its notice details.

17. General

17.1 Assignment. Neither party may assign, novate, or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the other party.

17.2 Entire Agreement. This Agreement (comprising these Terms and the applicable Work Order) constitutes the entire agreement between the parties with respect to the Services described in the Work Order and supersedes all prior or contemporaneous discussions, representations, or agreements, whether oral or written.

17.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be read down to the minimum extent necessary or, if that is not possible, severed, without affecting the validity or enforceability of the remaining provisions.

17.4 Waiver. No waiver of any right, power, or remedy under this Agreement is effective unless in writing and signed by the waiving party, and any such waiver is effective only in the specific instance and for the specific purpose given.

17.5 Governing Law. This Agreement is governed by and must be construed in accordance with the laws of New South Wales, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts competent to hear appeals from those courts.

17.6 Dispute Resolution. Before commencing any legal proceedings (other than urgent interlocutory relief), the parties must ensure that their senior representatives meet and confer in good faith in an attempt to resolve the dispute. If the dispute remains unresolved, it must be referred to mediation administered by the Australian Disputes Centre (ADC) in Sydney in accordance with the ADC’s guidelines then in force.