Customer Terms The terms for subscribing to Digital Experts.

These Customer Terms were most recently updated on 9 October 2026.

1. Who we are and how to contact us

   1. We are Nice Wolf Pty Ltd ACN 690 084 283 (we, us and our).

   2. To contact us, please email us at info@nicewolf.co.

2. Understanding these Customer Terms

   1. We use bold text throughout Customer Terms to identify defined terms, including the following:

      1. Aggregated Data means statistics, analytics and benchmarks in aggregated or de-identified form that identify neither you nor any individual.

      2. AI Assistant means an AI-enabled chatbot or conversational interface with which End Users can interact, made available by us as part of your Platform access, as described in an Order.

      3. Customer Data means data and information submitted to, collected through or generated from you and your End Users use of the Platform including Customer Material, excluding Outputs, Usage Data and Aggregated Data.

      4. Customer Materials all files, data, links and other materials you upload, connect or make available to us, the Platform or an AI Assistant.

      5. End User means an individual that interacts with an AI Assistant.

      6. Platform our AI-enabled software platform, related online functionality and AI Assistants, as described in an Order.

      7. Output means content generated or returned by the Platform or an AI Assistant in response to Customer Materials, configurations or End User interactions.

      8. Usage Data means system logs, telemetry and operational or usage information generated by the Platform.

      9. You and your refer to the customer identified in an Order.

3. Placing an order and its acceptance

   1. You may subscribe to the Platform under an order form or other commercial document, by electronic or platform acceptance, or by another acceptance method we make available (Order). A contract comprising these terms and conditions (Customer Terms) and the Order comes into existence when you sign or electronically accept the Order or accept these Customer Terms through the Platform (Contract).

   2. The date on which the Contract comes into existence is the Commencement Date. If there is an inconsistency, the Order prevails only to the extent it expressly identifies the provision of these Customer Terms that it varies.

   3. Any terms contained in a purchase order, procurement portal, onboarding form or other document issued or submitted by you do not apply unless we expressly agree to them in writing.

4. Subscription Periods

   1. Access to the Platform is provided by subscription (Subscription). A Subscription commences on the Subscription Start Date set out in the Order and continues for:

      1. the Initial Subscription Period set out in the Order; and

      2. any Subscription Renewal Periods,

         (the Initial Subscription Period and any Subscription Renewal Periods are together referred to as the Subscription Period).

   2. Unless either party gives at least 30 days’ notice before the expiry of the Initial Subscription Period, the Subscription will renew for a further period of one year (Subscription Renewal Period). We will notify you at least 45 days before the end of the then-current Subscription Period that it is due to renew.

   3. Unless either party gives at least 30 days’ notice before the expiry of a Subscription Renewal Period, the Subscription will renew for a further Subscription Renewal Period (and will continue to do so). We will notify you at least 45 days before the end of each Subscription Renewal Period that it is due to renew.

   4. It is not possible to cancel a Subscription part-way through the Initial Subscription Period or any Subscription Renewal Period, except where you exercise a right to terminate under clause 14.

5. Platform access

   1. We must provide any Platform access with reasonable care and skill.

   2. We will not be responsible for any failure to provide the Platform access where any assumptions stated in the Order are not met.

6. Your obligations

   1. It is your responsibility to ensure that:

      1. the terms of your Order are complete and accurate;

      2. you cooperate with us in all matters relating to the Platform;

      3. you provide information and materials we reasonably require to provide the Platform, and ensure they are complete, accurate, lawful and current in all material respects;

      4. you obtain and maintain all rights, licences, permissions, notices and consents required for Customer Materials, personal information, integrations and your use of the Platform, including for publicly available third-party materials; and

      5. you comply with all applicable laws.

   2. If our ability to provide the Platform is prevented or delayed by your failure to fulfil an obligation (which we call Your Default):

      1. we may suspend access to the Platform until you remedy Your Default, and are relieved from affected obligations to the extent Your Default prevents or delays our performance. Your Default may also entitle us to terminate the Contract under the termination provisions; and

      2. we are not responsible for costs or losses you sustain or incur to the extent caused by Your Default.

   3. You are responsible for all use of the Platform through your account and must ensure that no person uses the Platform:

      1. in breach of this Contract;

      2. for any purpose other than your internal business and approved End User interactions described in the Order;

      3. unlawfully, fraudulently, misleadingly, discriminatorily, abusively, exploitatively or in a manner that infringes any person’s rights;

      4. to introduce malware or harmful files, jailbreak or circumvent safeguards, conduct unauthorised security testing, scrape content or make excessive automated requests;

      5. to create, transmit or facilitate defamatory, harassing, threatening, obscene, sexually exploitative, harmful or unlawful material, including any sexual or exploitative content involving minors;

      6. in a way that target minors as End Users;

      7. as an emergency service, for medical, legal, financial or other professional advice, for safety-critical purposes, or where an incorrect Output could reasonably cause death, personal injury or serious loss;

      8. to make employment, credit, insurance or similar eligibility decisions without meaningful human review;

      9. to impersonate a person;

      10. to represent an AI Assistant as human; or

      11. to develop or train a competing product using Outputs.

   4. Additionally, you must not:

      1. permit access by any entity, property, business unit or person not authorised under the Order;

      2. lease, sublicense, resell or otherwise distribute the Platform except for approved End User interactions;

      3. create derivative works based on the Platform or our website, except for permitted configurations;

      4. copy, frame or mirror any part of the Platform or our website except as expressly permitted;

      5. reverse engineer, decompile, disassemble or attempt to discover source code, models, prompts or underlying components of the Platform; or

      6. access the Platform or our website in order to:

         1. build, benchmark or train a competitive product or service; or

         2. copy features, functions, graphics, prompts, workflows or other elements of the Platform or our website,

      7. connect a website to our Platform as a source of knowledge without obtaining all the rights necessary for:

         1. you to do so; and

         2. for us to use the material on that website in connection with providing access to the Platform and as described in our Privacy Policy.

            and must ensure that no person does any of those acts.

   5. You must control user access, credentials and permissions, and are responsible for account activity and for all initial and later configurations and changes in relation to the Platform, except to the extent unauthorised activity is directly caused by our breach of our security obligations under the Contract. You may change configurations throughout the Subscription Period with or without our input and remain responsible for each change. You must regularly review the knowledge base, AI Assistant instructions, tone, actions, handoffs, integrations and all End User-facing content. We may control standard AI disclosures, and you must not represent an AI Assistant as human.

   6. You must keep your knowledge base accurate, complete, lawful and current, promptly correct errors, regularly review a reasonable sample of Outputs and notify us of material errors, unsafe responses, misuse or suspected unauthorised access. You are responsible for all Customer Materials, and must not upload malware, harmful files or infringing material.

   7. You acknowledge that we may display or make available through the Platform our End User Terms, Privacy Policy, AI disclosures and other notices. You must not remove, obscure, alter or interfere with those terms, disclosures or notices.

   8. We do not represent that the Platform is appropriate for use or available in all locations. You are responsible for compliance with laws applicable to your access.

7. Charges

   1. In consideration of access to the Platform, you must pay our charges (Charges) in accordance with the Contract.

   2. The Charges, billing frequency and payment period are set out in the Order.

   3. Our Charges are exclusive of goods and services tax (GST). Where GST is payable in respect of the Platform, you must pay us the additional GST amount, at the applicable rate, at the same time as you pay the Charges.

   4. Unless otherwise agreed, we may increase our Charges by giving you at least 45 days’ prior written notice, with any increase taking effect from the start of the next Subscription Renewal Period. Where practicable, we will give any notice of a Charges increase together with, and at the same time as, the renewal reminder notice for the relevant Subscription Renewal Period, and early enough for you to elect not to renew.

8. Payment

   1. We will invoice you at the frequency stated in the Order. If no frequency is stated, we will invoice annually in advance.

   2. You must pay our invoices in full within the payment period stated in the Order or, if none is stated, within 14 days after the invoice date.

   3. To the extent permitted by law, payments are non-refundable except where these Customer Terms expressly provide a pro rata refund of prepaid Charges for an unused affected period.

9. Intellectual property rights

   1. We and our licensors own all intellectual property rights in the Platform and AI Assistants including related software, models, prompts, templates, workflows, analytics methods, standard configurations, improvements and know-how (Nice Wolf Materials). You retain ownership of Customer Materials, your branding and your Customer Data.

   2. Subject to payment of the Charges and compliance with the Contract, we grant you a non-exclusive, non-transferable and non-sublicensable right during the Subscription Period to access the Platform on the terms of this Contract.

   3. You grant us, our subcontractors and subprocessors a non-exclusive, worldwide, royalty-free licence during the Contract, and for any permitted retention period, to host, copy, transmit, modify and otherwise use Customer Materials and Customer Data as necessary to provide, secure, analyse, support and troubleshoot the Platform and AI Assistants and perform our obligations. This licence survives expiry or termination only to the extent reasonably necessary for the permitted retention purposes, including preserving evidence of misuse or disputes, keeping legally required records, retaining security logs, defending claims and using properly de-identified Aggregated Data.

   4. As between you and us, and subject to our rights in the Nice Wolf Materials, you may use Outputs generated through your authorised use of the Platform and AI Assistants for your business and approved End User interactions. We do not warrant that any Output is unique, capable of ownership or protection, or free from similarity to material generated for another person.

   5. You grant us a perpetual, irrevocable, worldwide, royalty-free right to use feedback without restriction or payment.

   6. Each party (in that capacity, the Indemnifying Party) will defend and indemnify the other party (in that capacity, the Indemnified Party) against a third-party claim in Australia that: (a) in our case, the Indemnified Party’s authorised use of the unmodified Platform (but not Outputs) infringes that third party’s Australian intellectual property rights; and (b) in your case, the Customer Materials, Customer Data, your knowledge base, your configurations or your instructions infringe that third party’s Australian intellectual property rights. The Indemnified Party must promptly notify the Indemnifying Party (and the Indemnifying Party’s obligations are reduced to the extent prejudiced by any delay in notification), give the Indemnifying Party sole control of the defence and settlement and provide reasonable assistance. The Indemnifying Party is not liable to the extent a claim arises from the Indemnified Party’s own materials, configurations or instructions, unauthorised modifications, combinations with third-party items, or continued use after the Indemnifying Party notifies the Indemnified Party to stop. Where we are the Indemnifying Party, for an infringement claim we may procure continued use, modify or replace affected functionality, or terminate the affected Subscription and refund prepaid Charges for the unused affected period on a pro rata basis. This clause states each party’s entire liability, and each Indemnified Party’s exclusive remedy, for such claims.

   7. The Platform may include components made available under open source licences (Open Source Software). Open Source Software is subject to the applicable open source licence and, to the extent required by that licence:

      1. that licence applies to the relevant Open Source Software instead of any inconsistent term in the Contract; and

      2. nothing in the Contract limits your rights under that licence.

         Except as required under an applicable open source licence or by law, Open Source Software is provided “as is” without warranty or indemnity from us.

   8. We own Usage Data and may use it to operate, secure, maintain, support, analyse and improve the Platform, provided that we will not disclose Usage Data in a manner that identifies you or an individual except as permitted by the Contract or required by law.

10. Privacy, data use and security

    1. You determine why the Platform and AI Assistants are offered and the purposes for which Customer Data and End User information are collected. We independently collect and use information to provide, secure, analyse and improve the Platform and AI Assistants. We may use identifiable Customer Data and Customer Materials only as necessary for those purposes and as otherwise permitted by the Contract.

    2. The parties agree that:

       1. we may use Aggregated Data to analyse use, benchmark and improve our products, and we own statistics, analytics and benchmarks that identify neither you nor any individual;

       2. we will not use identifiable Customer Data and Customer Materials or personal information to train or fine-tune general AI models without your express written agreement. For clarity, this does not prevent us from using Customer Data and Customer Materials to generate Outputs, operate and test your deployment, improve retrieval and performance for your deployment, investigate errors or create Aggregated Data in accordance with this Contract;

       3. we may process account, billing and usage information and communicate with you about the Platform and related products, subject to applicable law; and

       4. we may collect and use personal information in accordance with our privacy policy (available at askdigitalexperts.com/privacy).

    3. Each party must comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles and other applicable laws concerning privacy, personal information or data handling (Privacy Laws) for its activities under the Contract. You must provide required notices and obtain all permissions and consents for Customer Data, Customer Materials, integrations and End User interactions.

    4. If you configure a handoff, you must ensure the End User is asked for permission before personal information is transmitted. You control the destination and information requested and are responsible for the receiving channel and its security. We are not responsible for information after delivery to the destination you select.

    5. We may respond to access, correction or deletion requests for information we control and may refer requests concerning your purposes or Customer Data to you. Each party must reasonably assist the other with privacy enquiries that relate to the assisting party’s activities.

    6. You must maintain reasonable security for your networks, systems, accounts and integrations, minimise sensitive information uploaded to the Platform or AI Assistants, promptly notify us of suspected unauthorised access and follow our reasonable security directions. Security enquiries may be sent to security@nicewolf.co.

    7. We will maintain reasonable technical and organisational measures designed to protect Customer Data and Customer Materials against unauthorised access, use, disclosure, alteration and loss, having regard to the nature of the information.

    8. If we become aware of a security incident that materially affects Customer Data, we will take reasonable steps to contain and remediate the incident, notify you without undue delay, provide reasonably available information about the incident, and reasonably cooperate with you in responding to it.

11. AI, availability and third-party services

    1. We will use reasonable care in developing and operating the Platform and maintain responsible AI practices. We may periodically monitor and test performance and will use reasonable efforts to address material issues we identify. However:

       1. scheduled testing, formal reports, audits and assurance work are not included and require separate written agreement; and

       2. we do not review, approve or independently verify Outputs, and you must not rely on an Output where independent verification or human judgment is required.

    2. To the extent permitted by law:

       1. we use reasonable endeavours to make the Platform available, but do not guarantee uptime, availability, uninterrupted operation or response times.

       2. we may conduct scheduled or emergency maintenance and will give notice where practicable;

       3. the Platform and Outputs are provided on an "as is" and "as available" basis;

       4. Outputs may be inaccurate, incomplete, outdated, non-unique or unsuitable and may not meet your requirements;

       5. we may modify the Platform, models, providers, features and interfaces, provided we do not materially reduce overall core functionality during a current paid Subscription Period;

       6. third-party integrations are subject to availability and third-party terms. You authorise transmission of Customer Data to integrations you select or enable and are responsible for related accounts, credentials, settings and permissions. We are not responsible for third-party platforms and may modify, replace or discontinue integrations;

       7. if a critical third-party service becomes unavailable and no reasonable substitute is available, we may discontinue affected functionality or terminate the affected Subscription and refund prepaid Charges for the unused affected period on a pro rata basis; and

       8. you are responsible for products and services, offers, prices, availability, recommendations, bookings, orders, payments, transactions, fulfilment and representations sourced from Customer Materials or your configurations, whether the Platform provides links or calls to action or facilitates or completes a transaction.

    3. The operation and availability of networks, the internet and third-party systems used to access the Platform can be unpredictable. To the extent permitted by law, we are not responsible for failures outside our reasonable control.

    4. To the extent permitted by law, we exclude all express, statutory and implied conditions, guarantees and warranties concerning the Platform other than those expressly set out in the Contract. Nothing in the Contract excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, restricted or modified.

    5. If you or a user is provided with, or chooses, a user identification code, password or other security information, each user must keep their own credentials confidential and must not share them with any other person. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Customer Terms. If you know or suspect that anyone other than the relevant user knows that user’s identification code or password, you must promptly notify us.

    6. The Platform or AI Assistant may use precise geolocation where the End User gives device or browser permission and may infer approximate location from an IP address. You are responsible for ensuring that your use of location data and access from any jurisdiction complies with applicable law.

    7. We may reasonably measure usage and charge overages at the rates set out in the Order or require an upgrade where usage exceeds an applicable limit.

    8. Your access to the Platform and any AI Assistant ends on termination or expiry. We may retain Customer Data for 30 days and, on request during that period, may provide a technically feasible export in an available format for an additional fee. We may then delete Customer Data without notice. Backup copies may be retained until deleted through our ordinary backup cycle, provided they remain protected and are not restored except for disaster recovery, security or legal purposes.

12. Limitation of liability

    1. Subject to the other terms of this clause 12, each party excludes any liability to the other, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with this Contract, including any:

       1. loss of profits;

       2. loss of production;

       3. loss of agreements or contracts;

       4. loss of, or damage to, goodwill;

       5. loss of reputation;

       6. loss of sales or business;

       7. loss of business opportunity; and

       8. loss of anticipated savings.

    2. Subject to the other terms of this clause 12, each party’s maximum aggregate liability to the other party in any 12-month period for any loss or damage arising out of or in connection with this Contract, including any breach of this Contract however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the charges paid by you under this Contract in the 12-month period in which the matter or event giving rise to the claim occurred. For the purposes of this clause 12.2, each 12-month period is a successive period of 12 months commencing on the Commencement Date and on each anniversary of the Commencement Date.

    3. In addition to, and separately from, the cap in clause 12.2, each party’s maximum aggregate liability to the other party for any loss or damage arising out of or in connection with the indemnity in clause 9.6 and any breach of clause 10 (Privacy, data use and security) is limited, in aggregate, to 200% of the charges paid by you under this Contract. Liability for the matters referred to in this clause 12.3 does not count towards, reduce or exhaust the cap in clause 12.2 and liability under clause 12.2 does not count towards, reduce or exhaust the cap in this clause 12.3.

    4. Nothing in this Contract:

       1. is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law (ACL), or the exercise of a right conferred by such a provision, or any liability of us in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of goods or services; or

       2. limits or excludes a party’s liability:

          1. for fraud or fraudulent misrepresentation by it or its employees, as applicable;

          2. in respect of loss or damage arising from that party’s deliberate acts or omissions intended to cause harm to the other party;

          3. where liability cannot be limited or excluded by applicable law; and

          4. in your case only, to pay the Charges.

    5. The provisions in this clause 12 survive termination of the Contract.

13. Confidentiality

    1. Confidential Information of a party means any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of that party, including but not limited to information relating to that party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customer lists.

    2. Each party (in this clause 13, a Recipient) must keep secret and confidential and not disclose any Confidential Information of the other party that is disclosed to the Recipient by the other party, its representatives or advisers, except:

       1. where the information is in the public domain as at the date of this Contract (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on the Recipient);

       2. if the Recipient is required to disclose the information by applicable law or the rules of any recognised securities exchange, provided that the Recipient has, to the extent practicable having regard to those obligations and the required timing of the disclosure, consulted with the other party as to the form and content of the disclosure;

       3. where the disclosure is expressly permitted under this Contract;

       4. if disclosure is made to its subcontractors, subprocessors, officers, employees and professional advisers to the extent necessary to enable the Recipient to properly perform its obligations under this Contract, in which case, the Recipient must ensure that such persons keep the information secret and confidential and do not disclose the information to any other person; or

       5. if the party to whom the information relates has consented in writing before the disclosure.

    3. The Recipient must not use the other party’s Confidential Information, except for the purpose of exercising or performing its rights and obligations under or in connection with this Contract.

    4. Each Recipient must ensure that its directors, officers, employees, representatives and advisers comply in all respects with the Recipient’s obligations under this clause 13.

14. Termination

    1. Without affecting our other rights, we may suspend access to all or part of the Platform to the extent reasonably necessary because of a security or integrity risk, suspected unlawful or prohibited use, circumvention or jailbreak activity, harmful materials, excessive use, risk to a user or third party, overdue Charges, breach of the Contract or action by a critical third-party service provider. We will limit any suspension to the affected part of the Platform, give you notice where practicable (and otherwise as soon as reasonably possible afterwards), and restore access promptly once the relevant cause has been resolved.

    2. We may terminate the Contract by written notice if:

       1. you fail to pay an undisputed amount when due and remain in default 7 days after written notice requiring payment;

       2. you commit an irremediable material breach or fail to remedy a remediable material breach within 14 days after written notice requiring remedy; or

       3. subject to any provision of the Corporations Act 2001 (Cth) or any related subordinate legislation that may prevent or restrict the exercise of a right of termination or other right under this Contract, an insolvency event occurs in relation to you.

    3. Without affecting any of your other rights, you may terminate this Contract with immediate effect by giving written notice to us if:

       1. we commit an irremediable material breach or fail to remedy a remediable material breach within 14 days after written notice requiring remedy, in which case we will refund prepaid Charges for the unused period affected by that breach on a pro rata basis; or

       2. subject to any provision of the Corporations Act 2001 (Cth) or any related subordinate legislation that may prevent or restrict the exercise of a right of termination or other right under this Contract, an insolvency event occurs in relation to us.

    4. On termination or expiry, your right to access the Platform ends, you must cease using Nice Wolf Materials, all accrued Charges remain payable (and, where we terminate for your breach, prepaid Charges are not refundable), and the 30-day Customer Data retention period begins. Termination does not affect accrued rights, remedies, obligations or liabilities.

    5. Provisions concerning payment, intellectual property, data retention, confidentiality, indemnities, liability, dispute resolution and any provision intended by its nature to survive will continue after termination or expiry.

15. Force majeure

    1. A party will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations (other than payment obligations) under the Contract that is caused by any act or event beyond its reasonable control (Event Outside Of Control).

    2. If an Event Outside Of Control takes place that affects the performance of a party’s obligations under the Contract:

       1. that party must contact the other party as soon as reasonably possible to notify the other party; and

       2. that party’s corresponding obligations under the Contract will be suspended and the time for performance of those obligations will be extended for the duration of the Event Outside Of Control.

16. Dispute resolution

    1. The parties agree to use reasonable endeavours to resolve in good faith any dispute concerning this Contract.

    2. If a dispute arises between the parties that cannot be resolved promptly, either party may notify the other party of a formal dispute. Each party must nominate a senior executive to meet within 7 days of the notice (or another agreed period) to try and resolve the dispute.

    3. Any dispute, controversy or claim arising out of, relating to or in connection with the Contract, including any question regarding its existence, validity or termination, that is not resolved under clauses 16.1 and 16.2, will be resolved by arbitration under the ACICA Arbitration Rules, except that either party may seek urgent injunctive or interlocutory relief, or commence proceedings for the recovery of unpaid amounts, in any court of competent jurisdiction. The seat of arbitration is Brisbane, Queensland. The language is English and the number of arbitrators is one.

17. Insurance and security materials

    1. We will maintain the following insurance and will provide reasonable evidence on request:

       1. professional indemnity insurance in the amount of A$[insert] per claim and A$[insert] in the annual aggregate;

       2. public liability insurance in the amount of A$[insert]; and

       3. cyber insurance with a combined policy limit of A$[insert]

    2. On reasonable request, we may also provide available penetration-test reports, insurance certificates and detailed security materials, subject to confidentiality, redaction and security requirements.

18. Notices

    1. When we refer to "in writing" in these Customer Terms, this includes email.

    2. A notice under or regarding the Contract must be in writing and delivered personally, sent by pre-paid post or sent by email. Notices to us must be sent to c/- PO BOX 268 Manly 1655 NSW, Australia and info@nicewolf.co. Notices to you must be sent to the address or email stated in the Order or most recently notified by you.

    3. A notice or other communication is deemed to have been received:

       1. if delivered by hand to the nominated address, when delivered to the nominated address;

       2. if sent by pre-paid post, at 9.00 am (addressee’s time) on the second Business Day (meaning a day other than a Saturday, Sunday or public holiday in Brisbane, Queensland) after the date of posting; or

       3. if sent by email, at the time the email is sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, provided that if an email is sent after 5.00 pm (addressee’s time) or on a day that is not a Business Day, it is deemed received at 9.00 am (addressee’s time) on the next Business Day.

    4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

19. Variation

    1. We may amend these Customer Terms from time to time. We will give you written notice of any change to these Customer Terms, and:

       1. if the change is material and is not detrimental to you, or the change is not material, that change will have effect from the latest of:

          1. the date identified in the written notice; and

          2. 30 days from the date of the written notice; and

       2. if the change is material and is detrimental to you, no change will take effect unless the parties agree in writing.

20. Subcontractors

    We may engage subcontractors to provide any part of the Platform and remain responsible for our obligations under the Contract.

21. No waiver

    1. Neither of us may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with this Contract unless the other party or parties expressly grant a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver.

    2. Words or conduct referred to in clause 21.1 include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.

22. Assignment and novation

    1. We may assign or transfer our rights and obligations under the Contract to another entity capable of performing our obligations on written notice to you, provided that such assignment or transfer does not materially diminish your rights under this Contract.

    2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing (not to be unreasonably withheld).

23. Severability

    1. If the whole or any part of a provision of this Contract is or becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not.

    2. Clause 23.1 does not apply if the severance of a provision of this Contract in accordance with that clause would materially affect or alter the nature or effect of the parties’ obligations under this Contract.

24. Relationship of the parties

    The Contract is between you and us. No other person has any right to enforce its terms.

25. Governing law and jurisdiction

    This Contract is governed by the laws of Queensland, Australia. Subject to clause 16, the parties submit to the non-exclusive jurisdiction of the courts of Queensland and courts entitled to hear appeals from them.