General Terms & Conditions

In these General Terms and Conditions, the following terms have the meanings given below:

• Approved Sub-processors: the third-party cloud infrastructure, AI model, and technology vendors engaged by CLAID from time to time in the delivery of the Platform, as published and updated on CLAID's website or notified to the Client.
• Authorised Users: the employees, contractors, or agents of the Client who are permitted by the Client to access and use the Platform.
• Authorised Contacts: the individuals nominated and maintained by the Client through the Platform who are authorised to submit support requests and communicate with CLAID on operational matters.
• Business Day: a day that is not a Saturday, Sunday, or public holiday in Queensland, Australia.
• Business Hours: 9:00am to 5:00pm AEST/AEDT on a Business Day.
• Client: the entity identified as the client in the relevant Order Form or Proposal.
• Client Data: all data, content, and information submitted, uploaded, or processed by the Client or its Authorised Users through the Platform.
• Client Workflow Assets: any workflow configurations, automation logic, templates, or outputs created specifically for the Client under a Statement of Work, which vest in the Client upon satisfaction of the Vesting Conditions.
• Commencement Date: the date specified in the Order Form on which the Client's access to the Platform begins.
• Confidential Information: all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• Contract: the agreement between CLAID and the Client comprising the Order Form, any active Statements of Work, Master Service Agreement (where applicable) and these General Terms and Conditions, as each may be amended from time to time.
• Data Processing Agreement (or DPA): the data processing agreement set out in Schedule 1, which governs the processing of Personal Information within Client Data and forms part of the Contract.
• Eligible Data Breach: has the meaning given in the Privacy Act 1988 (Cth), being (in general terms) unauthorised access to, unauthorised disclosure of, or loss of, personal information held by an entity, that a reasonable person would conclude is likely to result in serious harm to any individual to whom the information relates.
• Force Majeure Event: any event beyond a party's reasonable control, including natural disasters, pandemics, acts of government, cyberattacks, or failures of third-party infrastructure.
• GST: has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Initial Term: the period of 12 months commencing on the Commencement Date, as specified in the Order Form.
• Intellectual Property Rights: all current and future rights in patents, trademarks, service marks, copyright, moral rights, rights in databases, design rights, domain names, know-how, trade secrets, and all other intellectual property rights, whether registered or unregistered.
• Master Services Agreement: a separate overarching agreement between CLAID and the Client (where executed) that governs the broader commercial relationship and takes precedence over these General Terms and Conditions to the extent of any inconsistency.
• Minimum Technical Standards: the minimum system, browser, network, and security requirements necessary to access and use the Platform, as published by CLAID and updated from time to time.
• Order Form: a Proposal, order, or similar document issued by CLAID and accepted by the Client, setting out the fees, term, and engagement details, which incorporates these General Terms and Conditions by reference.
• Personal Information: has the meaning given in the Privacy Act 1988 (Cth), and refers to such information within Client Data.
• Platform: CLAID's proprietary AI-powered software platform, including all tools, interfaces, integrations, models, and infrastructure made available to the Client under the Contract.
• Platform Fee: the monthly recurring fee payable by the Client for access to the Platform, as specified in the Order Form.
• Privacy Laws: the Privacy Act 1988 (Cth), including the Australian Privacy Principles and the Notifiable Data Breaches scheme, and all other privacy and data protection legislation applicable to a party in connection with the Contract, in each case as amended from time to time.
• Privacy Policy: CLAID's privacy policy as published at claid.com.au, as updated from time to time.
• Related Body Corporate: has the meaning given in the Corporations Act 2001 (Cth).
• Service Level Agreement (or SLA): the service level agreement set out in Schedule 2, which governs the availability of the Platform and forms part of the Contract.
• Statement of Work (SOW): a document issued by CLAID specifying the requirements, scope, and timeline for a specific Use Case build, which is incorporated into and governed by the Order Form and these General Terms and Conditions upon execution by both parties.
• Subscription Fees: collectively the Platform Fee and all Use Case Fees payable under the Contract.
• Token Fee: the consumption-based fee charged by CLAID for AI processing tokens used by the Client through the Platform, at the rate specified in the Order Form.
• Use Case Commencement Date: the date on which CLAID commences building the Use Case, as specified in the applicable Statement of Work.
• Use Case Completion Deadline: the date falling three (3) months after the Use Case Commencement Date, by which CLAID must make the Use Case available to the Client in accordance with clause 4.6.
• Use Case Go-Live Date: the date on which a Use Case is made available to the Client for operational use, as confirmed by CLAID in writing.
• Use Case: a specific AI workflow or automation built by CLAID for the Client as described in a Statement of Work.
• Use Case Fee: the monthly recurring fee payable by the Client for access to each active Use Case, as specified in the Order Form.
• Vesting Conditions: the conditions that must be satisfied before Client Workflow Assets vest in the Client, being: (a) payment of a minimum of 12 consecutive months of fees for the relevant Use Case (comprising the applicable monthly fees and token usage charges), without interruption, calculated from the applicable Use Case Commencement Date; (b) all other fees payable by the Client to CLAID under the Contract having been paid in full and in accordance with the applicable payment terms, with no amounts outstanding at the date of vesting; and (c) payment in full of any time and materials fees charged by CLAID in connection with the preparation and delivery of export files for the relevant Use Case.

In these General Terms and Conditions, unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) a reference to a party includes that party's successors and permitted assigns; (c) headings are for convenience only and do not affect interpretation; (d) 'including' and similar expressions are not words of limitation; and (e) a reference to legislation includes any amendment, re-enactment, or successor legislation.

In the event of any inconsistency between documents forming part of the Contract, the following order of precedence applies: (1) the Master Services Agreement; (2) the Statement of Work; (3) the Order Form; (4) these General Terms and Conditions. In respect of data protection matters, the Data Processing Agreement set out in Schedule 1 prevails over each of the documents listed above to the extent of any inconsistency.

These General Terms and Conditions apply to all engagements between CLAID and the Client. By executing an Order Form or Statement of Work, the Client agrees to be bound by these General Terms and Conditions.

These General Terms and Conditions take effect from the date the Client executes the relevant Order Form and continue until the Contract is terminated in accordance with clause 15.

CLAID may update these General Terms and Conditions from time to time. CLAID will provide the Client with no less than 30 days' written notice of any material changes. Continued use of the Platform following the effective date of any update constitutes acceptance of the updated terms.

Subject to the Client's compliance with the Contract and payment of all applicable fees, CLAID grants the Client a non-exclusive, non-transferable, revocable licence to access and use the Platform during the term of the Contract solely for the Client's internal business purposes.

The Client must not, and must ensure its Authorised Users do not, use the Platform or any outputs generated through it to:

• (a) interfere with, disrupt, or compromise the integrity, security, or performance of the Platform or CLAID's underlying infrastructure;
• (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying logic of the Platform;
• (c) create, distribute, or publish content that is defamatory, fraudulent, deceptive, harassing, or unlawful;
• (d) generate synthetic media, deepfakes, or AI-generated content that misrepresents a real person's identity, likeness, or statements;
• (e) send unsolicited commercial communications (spam) or engage in any automated bulk messaging not authorised under the applicable Statement of Work;
• (f) attempt to gain unauthorised access to third-party systems, networks, or data;
• (g) resell, sublicense, or otherwise commercialise access to the Platform or any outputs without CLAID's prior written consent; or
• (h) use the Platform in any manner that violates applicable laws or regulations, including privacy, anti-spam, and consumer protection legislation.

The Client is responsible for managing access by Authorised Users and must ensure all Authorised Users comply with the Contract. The Client is liable for all acts and omissions of its Authorised Users.

CLAID reserves the right to suspend or terminate access to the Platform where CLAID reasonably believes the Client or any Authorised User is in breach of this clause 3.

CLAID will provide the Platform and deliver Use Cases with reasonable skill and care, and in accordance with the requirements set out in the applicable Statement of Work.

CLAID will use commercially reasonable efforts to maintain Platform availability, subject to scheduled maintenance, Force Majeure Events, and third-party infrastructure dependencies. Platform availability is governed by the Service Level Agreement set out in Schedule 2.

CLAID will implement and maintain reasonable technical and organisational security measures to protect the Platform and Client Data against unauthorised access, loss, or destruction.

CLAID will notify the Client without undue delay, and in any case within 72 hours, of becoming aware of any actual or suspected Eligible Data Breach affecting Personal Information within Client Data, and will provide the Client with sufficient information to enable the Client to assess and meet its obligations under the Notifiable Data Breaches scheme, including the nature of the breach, the categories of data and individuals affected, the likely consequences, and the measures taken or proposed by CLAID. Further obligations in respect of data breaches are set out in the Data Processing Agreement.

The Client acknowledges that CLAID may engage Approved Sub-processors in the delivery of the Platform. CLAID will:

• (a) maintain and publish a current list of Approved Sub-processors;
• (b) ensure Approved Sub-processors are bound by confidentiality and data handling obligations no less protective than those in clauses 9 and 10 and the Data Processing Agreement; and
• (c) notify the Client of any material change to its Approved Sub-processors with reasonable prior notice.
• (d) where CLAID gives notice of an intended new or replacement Approved Sub-processor, the Client may object on reasonable data protection grounds within 10 Business Days of the notice. The parties will work together in good faith to address the objection; if it cannot be resolved, the Client may terminate the affected Use Case on written notice, without prejudice to fees accrued up to the date of termination.

CLAID will use reasonable endeavours to complete the build of each Use Case and make it available to the Client by the Use Case Completion Deadline.

If CLAID fails to complete a Use Case by the Use Case Completion Deadline (other than due to a Client Delay), no Use Case Fee is payable in respect of that Use Case for the period from the Use Case Completion Deadline until the Use Case Go-Live Date.

The Use Case Completion Deadline is automatically extended by any period of delay caused by the Client's failure to provide required information, access, dependencies, or approvals identified in the applicable Statement of Work (Client Delay).

CLAID will provide technical support to the Client during Business Hours in respect of the Platform and any active Use Cases.

Support requests must be submitted by Authorised Contacts via CLAID's designated support channel as notified to the Client from time to time.

CLAID will use reasonable endeavours to respond to support requests within the following timeframes:

Response time targets commence from the time a support request is received by CLAID during Business Hours. Requests received outside Business Hours are deemed received at the commencement of the next Business Day.

Support obligations under this clause do not extend to issues caused by: (a) the Client's failure to meet its obligations under clause 6; (b) third-party systems, integrations, or infrastructure outside CLAID's reasonable control; or (c) Client-initiated changes or configurations made outside of an approved Statement of Work.

CLAID will assign a priority to each support request, acting reasonably and in accordance with the priority descriptions in clause 5.3. If the Client considers a priority classification to be incorrect, the Client may ask CLAID to review it, and CLAID will do so acting reasonably.

Where a request falls outside the scope of support under this clause 5, including a request for a new Use Case, a change to an existing Use Case, or work outside an approved Statement of Work, CLAID will treat the request as a change request. Before carrying out the work, CLAID will provide the Client with a Statement of Work or a written estimate for the Client's approval, and CLAID is not obliged to perform the work until the Client approves it in writing.

The Client must: (a) provide CLAID with all information, access, and cooperation reasonably required to deliver the Platform and any Use Cases; (b) ensure that Client Data does not infringe the rights of any third party; (c) comply with all applicable laws in connection with its use of the Platform; and (d) promptly notify CLAID of any actual or suspected unauthorised access to the Platform.

The Client is solely responsible for the accuracy, completeness, and legality of all Client Data submitted to the Platform.

Where a Statement of Work identifies client dependencies or inputs, the Client must provide these by the dates agreed. CLAID is not liable for any delay in delivery caused by the Client's failure to meet its obligations under this clause.

The Client is responsible for maintaining accurate and current Authorised Contacts through the Platform at all times. CLAID is entitled to rely on the Authorised Contacts recorded on the Platform as the Client's authorised representatives for operational and support communications. The Client must designate its initial Authorised Contacts no later than 5 Business Days after the Commencement Date, and maintain that designation at all times thereafter.

The Client is responsible for ensuring that its systems, network, and devices meet the Minimum Technical Standards at all times. CLAID accepts no liability for any degradation in Platform performance, availability, or functionality arising from the Client's failure to meet the Minimum Technical Standards.

The Client must comply with, and ensure its Authorised Users comply with, the usage restrictions in clause 3.2. CLAID may publish additional acceptable use guidance on the Platform from time to time, and the Client must ensure its Authorised Users are made aware of any such guidance.

The Client must pay CLAID the following fees as specified in the Order Form:

• (a) Subscription Fees (comprising the Platform Fee and all Use Case Fees): invoiced monthly in advance. Payment is due within 14 days of the invoice date. Platform and Use Case Fees must be paid prior to commencement of the month to which they relate. Where payment has not been received by that date, CLAID may suspend access to the Platform and any active Use Cases in accordance with clause 14.
• (b) Token Fees: invoiced monthly in arrears based on actual token consumption during the preceding month. Payment is due within 14 days of the invoice date.

All fees are stated in Australian dollars and are exclusive of GST. Where GST applies, CLAID will issue a valid tax invoice and the Client must pay the applicable GST amount.

If any amount owing is not paid by the due date, CLAID may charge interest on the overdue amount at the rate of 10% per annum, calculated daily from the due date until the date of payment.

CLAID may adjust Subscription Fees annually, subject to the following conditions: (a) the adjustment will not exceed the greater of the CPI increase for the prior 12 months and 5%, and will not exceed 10% in any 12-month period; and (b) CLAID will provide the Client with no less than 30 days' written notice prior to any adjustment taking effect.

CLAID may adjust the Token Fee at any time by providing the Client with no less than 14 days' written notice. Token Fee adjustments are not subject to any cap and reflect movements in underlying AI provider pricing. Where a Client does not wish to accept an adjusted Token Fee, the Client may terminate the Contract on written notice prior to the adjustment taking effect, without penalty, provided that the Vesting Conditions have been satisfied in respect of all active Use Cases at the date of termination. Where the Vesting Conditions have not been satisfied, this termination right is not available.

All fees paid are non-refundable except: (a) as expressly required by applicable law; (b) for service credits applied under Schedule 2; and (c) where the Blueprint Savings Guarantee set out in the Order Form applies, in which case the month-one Blueprint Fee is refundable on the terms and within the timeframe stated in the Order Form.

The Platform Fee is calculated on the basis of reasonable and anticipated use of the Platform as described in the applicable Statement of Work. CLAID reserves the right to monitor the Client's usage of the Platform, including AI token consumption and cloud infrastructure utilisation.

Where the Client's usage in any calendar month results in Attributable Infrastructure Costs that exceed the usage assumptions underlying the Platform Fee, CLAID may invoice the Client for the excess at cost plus 20%.

For the purposes of this clause, Attributable Infrastructure Costs means the third-party cloud infrastructure costs directly attributable to the Client's use of the Platform, as reasonably determined by CLAID with reference to its hosting and AI provider invoices.

CLAID will provide the Client with reasonable supporting documentation upon request to substantiate any invoice issued under clause 7.8.

CLAID owns all Intellectual Property Rights in the Platform, including all underlying software, models, tools, interfaces, methodologies, and know-how. Nothing in the Contract transfers any ownership of CLAID's Intellectual Property Rights to the Client.

The Client owns all Intellectual Property Rights in Client Data. The Client grants CLAID a non-exclusive licence to access and use Client Data solely to the extent necessary to deliver the Platform and Use Cases under the Contract.

Client Workflow Assets vest in the Client only upon satisfaction of the Vesting Conditions. Until the Vesting Conditions are satisfied, all Intellectual Property Rights in the Client Workflow Assets remain with CLAID. For the avoidance of doubt, Client Workflow Assets do not include the underlying Platform, its components, models, or any general-purpose tooling used in their creation, all of which remain CLAID's property at all times.

Where the Contract is terminated before the Vesting Conditions are satisfied the Client Workflow Assets do not vest and all Intellectual Property Rights therein remain with CLAID. The Client has no claim to the Client Workflow Assets in such circumstances.

CLAID may use anonymised, aggregated, and de-identified data derived from the Client's use of the Platform to improve CLAID's products and services, provided that such data cannot be used to identify the Client or any individual. CLAID will not attempt to re-identify any such data, and its use of de-identified data is subject to the Data Processing Agreement.

Each party must keep confidential all Confidential Information of the other party and must not disclose it to any third party without the prior written consent of the disclosing party, except as permitted under this clause 9.

A party may disclose Confidential Information: (a) to its employees, contractors, advisers, or Related Bodies Corporate who have a need to know for the purposes of the Contract and who are bound by equivalent confidentiality obligations; or (b) as required by law, court order, or regulatory authority, provided the receiving party gives the disclosing party prompt written notice (where legally permitted) and cooperates with any protective order sought.

The obligations in this clause 9 do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is received from a third party free of any obligation of confidence.

The obligations of confidentiality in this clause 9 survive termination or expiry of the Contract for a period of three years.

Each party must comply with its obligations under the Privacy Act 1988 (Cth) and all other applicable privacy and data protection legislation.

CLAID's collection, use, and handling of personal information is governed by CLAID's Privacy Policy, available at claid.com.au. By entering into the Contract, the Client acknowledges and agrees to the Privacy Policy.

The Client warrants that it has obtained all necessary consents and authorisations required for CLAID to process Client Data in accordance with the Contract.

CLAID will not access Client Data except to the extent necessary to deliver the Platform and Use Cases, comply with applicable law, or as otherwise authorised by the Client.

The parties must comply with the Data Processing Agreement set out in Schedule 1, which governs CLAID's processing of Personal Information within Client Data and forms part of the Contract. To the extent of any inconsistency between this clause 10 and the Data Processing Agreement in respect of data protection matters, the Data Processing Agreement prevails.

CLAID warrants that: (a) it will provide the Platform and deliver Use Cases with reasonable skill and care; and (b) the Platform will materially conform to the specifications set out in the applicable Statement of Work.

Except as expressly set out in clause 11.1 and Schedule 2, the Platform is provided 'as is'. CLAID makes no representation or warranty, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by law.

Nothing in these General Terms and Conditions excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Australian Consumer Law where it would be unlawful to do so.

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, arising out of or in connection with the Contract, regardless of the form of action and whether or not that party has been advised of the possibility of such loss.

To the maximum extent permitted by law, CLAID's aggregate liability to the Client arising out of or in connection with the Contract (whether in contract, tort, statute, or otherwise) is limited to the total fees paid by the Client to CLAID in the 12 months immediately preceding the event giving rise to the claim.

The limitations in this clause 12 do not apply to: (a) a party's liability for death or personal injury caused by its negligence; (b) a party's liability for fraud or wilful misconduct; or (c) the Client's liability for breach of clause 3 (Licence and Access) or clause 9 (Confidentiality).

The Client indemnifies CLAID and its officers, employees, and contractors against all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client's breach of the Contract; (b) the Client's use of the Platform in violation of applicable law; or (c) any claim that Client Data infringes the Intellectual Property Rights or privacy rights of any third party.

CLAID indemnifies the Client against all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with any claim that the Platform (excluding Client Data and Client Workflow Assets) infringes the Intellectual Property Rights of any third party, provided that the Client: (a) promptly notifies CLAID of the claim in writing; (b) gives CLAID sole control of the defence and settlement; and (c) provides all reasonable assistance to CLAID.

CLAID may suspend the Client's access to the Platform immediately and without notice if: (a) any Subscription Fees are not paid by the date on which they are due; or (b) CLAID reasonably believes the Client's use of the Platform poses an immediate security risk or legal risk to CLAID or any third party.

CLAID may suspend the Client's access to the Platform on three Business Days' written notice if the Client is in material breach of the Contract and has not remedied that breach within the notice period.

Subscription Fees continue to accrue during any period of suspension, including where suspension arises from the Client's non-payment or breach.

CLAID will restore access to the Platform promptly upon the Client remedying the circumstances giving rise to suspension, including payment of all outstanding amounts.

The Contract commences on the Commencement Date and continues for the Initial Term. Unless either party provides written notice of non-renewal no less than 90 days prior to the end of the then-current term, the Contract automatically renews for successive periods equal to the Initial Term.

Either party may terminate the Contract immediately on written notice if the other party: (a) materially breaches the Contract and fails to remedy that breach within 14 days of written notice requiring remediation; (b) becomes insolvent, enters administration or liquidation, or makes any arrangement with its creditors generally; or (c) ceases or threatens to cease carrying on business.

CLAID may suspend the Client's access to the Platform immediately on written notice, and terminate the Contract on written notice with no cure period, if the Client or any Authorised User breaches clause 3.2. CLAID will not be liable for any loss or damage arising from a suspension or termination under this clause.

CLAID may terminate the Contract immediately on written notice if the Client fails to pay any amount due under the Contract within 14 days of the due date.

Following expiry of the Initial Term, either party may terminate the Contract for convenience by providing no less than 90 days' written notice to the other party.

Upon termination or expiry of the Contract for any reason: (a) the licence granted under clause 3 is immediately revoked; (b) all access to the Platform ceases; and (c) each party must promptly return or destroy the other party's Confidential Information.

Within 30 days of termination or expiry, CLAID will make Client Data available for export in a standard format. Following that period, CLAID may delete Client Data without further obligation to the Client.

Where the Client Workflow Assets have vested in accordance with clauses 8.3, CLAID will provide the Client with copies of those assets within 30 days of termination.

Termination or expiry of the Contract does not affect any accrued rights or liabilities of either party. The following clauses survive termination: clauses 8 (Intellectual Property), 9 (Confidentiality), 10 (Privacy and Data), 12 (Limitation of Liability), 13 (Indemnification), 18 (Non-Solicitation), 20 (Dispute Resolution), and 21 (General), together with the Data Processing Agreement set out in Schedule 1.

The Client remains liable for all fees accrued up to and including the date of termination.

Neither party is liable for any delay or failure to perform its obligations under the Contract to the extent that such delay or failure is caused by a Force Majeure Event, provided the affected party: (a) promptly notifies the other party in writing; (b) uses reasonable efforts to mitigate the impact; and (c) resumes performance as soon as reasonably practicable.

The payment obligations of the Client are not excused by a Force Majeure Event.

If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the Contract on written notice without penalty. In such case, CLAID will refund any Subscription Fees paid in advance for periods during which the Platform was unavailable due to the Force Majeure Event.

During the term of the Contract and for a period of 24 months following its termination or expiry, the Client must not, without the prior written consent of CLAID, directly or indirectly solicit, recruit, or employ any person who is or was employed or engaged by CLAID and with whom the Client had material contact in connection with the delivery of the Platform or any Use Case.

If the Client breaches clause 18.1, the Client acknowledges and agrees that CLAID will suffer loss that is difficult to quantify and agrees to pay CLAID, as a genuine pre-estimate of CLAID's loss, an amount equal to 300% of the relevant person's annual salary or contractor fee (calculated at the rate applicable at the time of the breach) as liquidated damages. This amount is payable on demand.

CLAID will maintain, at its own expense, commercial general liability insurance for personal injury and property damage for a general aggregate of $2,000,000. At the Client's request, CLAID will provide certificates of currency, including renewal certificates evidencing such coverage, within 30 days of the Commencement Date, at every renewal, and at such other times as may be reasonably requested by the Client.

If a dispute arises out of or in connection with the Contract, the party raising the dispute must provide written notice to the other party specifying the nature of the dispute in reasonable detail.

Within 10 Business Days of receipt of a dispute notice, senior representatives of each party must meet (in person or by video conference) and attempt in good faith to resolve the dispute.

If the dispute is not resolved within 20 Business Days of the dispute notice (or such extended period as the parties agree in writing), either party may refer the dispute to mediation administered by the Resolution Institute (or such other mediation provider as agreed). The costs of mediation are shared equally unless the mediator determines otherwise.

If the dispute is not resolved through mediation within 30 Business Days of the appointment of a mediator, either party may commence legal proceedings.

Nothing in this clause 20 prevents a party from seeking urgent injunctive or other interlocutory relief from a court of competent jurisdiction.

Governing law: This agreement is governed by the laws of Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and any courts competent to hear appeals from those courts.

Entire agreement: The Contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings.

Variation: No variation to the Contract is effective unless made in writing and signed by authorised representatives of both parties.

Waiver: A party's failure to exercise or delay in exercising any right under the Contract does not constitute a waiver of that right.

Severability: If any provision of the Contract is found to be invalid, illegal, or unenforceable, that provision is severed to the minimum extent necessary and the remaining provisions continue in full force and effect.

Assignment: The Client must not assign or transfer any of its rights or obligations under the Contract without CLAID's prior written consent. CLAID may assign the Contract to a Related Body Corporate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the Client.

Electronic signatures: The parties agree that electronic signatures are valid and binding and have the same legal effect as handwritten signatures.

Notices: All notices under the Contract must be in writing and delivered by email to the contact details specified in the Order Form. Notices are deemed received on the next Business Day after sending, provided no delivery failure notification is received.

Relationship of parties: The parties are independent contractors. Nothing in the Contract creates a partnership, joint venture, agency, or employment relationship between the parties.