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Terms & conditions

These terms govern your access to and use of the Xplainable platform. Please read them carefully.

1. Definitions and Interpretation

1.1 Definitions

Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:

Account or the Platform Account

means the access credentials used to access the Platform.

Agreement

means this Software as a Service Agreement but excludes terms relating to associated contracts which may be delivered as part of a broader service delivery offered to the Client by Xplainable.

Billing Period

means the intervals during which invoices will be payable, as set out in the Proposal.

Business Day

means a day other than a Saturday, Sunday or public holiday in the place where the obligation is to be fulfilled.

Client Data

means any data entered into, or reports generated from, the Platform, solely for the Client's purposes whether that data is entered directly by the Client, Xplainable or via an Integration Point with the Client's systems.

Commencement Date

means the date the Platform will be made available to the Client as set out in the Proposal.

Confidential Information

means all information regarding the Platform, Client Data and that information disclosed by or on behalf of a party (Discloser) to the other party (Recipient) in connection with the Agreement, or created using that information, which is confidential in nature and designated as confidential, or which a reasonable person receiving the information would realise is sensitive or confidential, and all information to the extent it is derived from that information. Confidential Information does not include any information which:

(a) is or becomes public, except through breach of a confidentiality obligation;
(b) the Recipient can demonstrate was already in its possession or was independently developed by the Recipient; or
(c) the Recipient receives from another person on a non-confidential basis, except through breach of a confidentiality obligation.

Consequential Loss

means an indirect loss, loss not arising as a natural consequence of a breach or other event giving rise to liability of a party, any loss of profits, loss of revenue, loss of any contract value, loss of anticipated profit or damages for lost opportunity or loss of data.

Force Majeure Event

means an unforeseen event beyond the control of the affected party, including an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic or pandemic, hacking, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, ransomware or other malicious code.

Indemnified

means Xplainable and its directors, employees, contractors and agents.

Integration Point

means any application programming interface or other integration service which is used to integrate with the Platform.

Initial Term

means the initial duration of this Agreement, prior to any renewal, as set out in the Proposal.

Insolvency Event

means in respect of a party (the Insolvent), the appointment of an administrator, a receiver or receiver and manager in respect of the Insolvent, an application to a court or an order for the winding up of the Insolvent, or where anything analogous or having a substantially similar effect to any of the preceding events occurs.

Learning Model

means the output of a machine learning or other artificial intelligence platform consisting of machine-readable data trained or trainable from data inputs.

Minimum System Requirements

means any minimum requirements for the Client's IT system required to access and use the Integration Points or Platform, as specified in the Proposal.

Non-excludable Condition

means any guarantee, condition or warranty which cannot by law be excluded.

Payment Terms

means the payment terms as set out in the Proposal alongside "Payment Schedule".

Personal Information

means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.

Privacy Law

means

(a) Privacy Act 1988 (Cth); and
(b) any other law that governs the use, disclosure or management of data or information relating to persons which applies to either party to this Agreement.

Proposal

means the proposal to which these SaaS Terms are attached.

Platform

means the software specified in the Proposal.

Special SaaS Conditions

are any terms set out in the Proposal alongside "Special SaaS Conditions".

SSO Service

means a single sign on service.

Subscription Fees

means the fees payable for the Initial Term and each subsequent Subscription Period as set out in the Proposal.

Subscription Period

means the period of time set out in the Proposal.

Support Services

means any support services for the Platform as set out in the Proposal.

Third Party Infrastructure

means service infrastructure operated by third parties to this agreement including cloud service providers, internet service providers, network service providers and telecommunication service providers.

Trial Notice

takes its meaning from clause 3(a).

Trial Period

takes its meaning from clause 3(b).

Trial Services

takes its meaning from clause 3(a).

Usage Restrictions

means any limits to the use of the Platform as set out in the Proposal.

Website

means https://www.xplainable.io and any of its subdomains.

Xplainable

means Xplainable Pty Ltd ACN 659 972 915 and its permitted novatees and assignees.

1.2 Interpretation

Unless it is expressly stated that a different rule of interpretation will apply:

(a) a reference to an agreement includes any variation or replacement of the agreement;
(b) the singular includes the plural and the opposite also applies;
(c) if the due date for any obligation is not a Business Day, the due date will be the next Business Day;
(d) all currency amounts are in Australian dollars;
(e) headings are provided for convenience and do not affect the interpretation of the documents making up the Agreement;
(f) unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
(g) "include", "includes" and "including" must be read as if followed by the words "without limitation";
(h) a reference to a clause refers to clauses in this Agreement and is a reference to its sub-clauses;
(i) if a word or phrase is defined, its other grammatical forms have corresponding meanings;
(j) agreements, representations and warranties made by two or more people will bind them jointly and severally;
(k) a reference to any legislation includes any consolidation, amendment, re-enactment or replacement of legislation;
(l) a person includes the person's executors, administrators and permitted novatees and assignees;
(m) a reference to a person includes a firm, a body corporate, an unincorporated association or an authority and vice versa;
(n) a reference to conduct includes any omission, representation, statement or undertaking, whether or not in writing;
(o) no rule of construction will apply to a provision of a document to the disadvantage of a party merely because that party drafted the provision or would otherwise benefit from it; and
(p) if any part of the Agreement is invalid, unlawful or unenforceable, the invalid, unlawful or unenforceable part of the Agreement will not apply but the other parts of the Agreement will not be affected.

2. Agreement

2.1 Term

This Agreement will commence on the Commencement Date and will continue for the Initial Term.

2.2 Renewal

(a) At least 60 days or one Subscription Period (whichever the lessor) prior to expiration of the Initial Term and each subsequent Subscription Period, Xplainable will provide the Client with advance written notice of the upcoming renewal and any changes to the Subscription Fees or terms of this Agreement.
(b) If this Agreement is not terminated, in accordance with clause 14, at least 30 days or one half of a Subscription Period (whichever the lessor) prior to the expiry of the Initial Term or any subsequent Subscription Period, then it will automatically renew for a period equal to the Subscription Period and any changes in Subscription Fees or terms, made known to the Client in accordance with clause 2.2(a), will come into effect immediately upon renewal.

2.3 Special SaaS Conditions

(a) This Agreement may contain Special SaaS Conditions as set out in the Proposal.
(b) Special SaaS Conditions operate as terms in addition to terms contained in this Agreement.
(c) If there is any inconsistency between any Special SaaS Condition and any other term contained in this Agreement the effect of the Special SaaS Condition prevails over any inconsistent term to the extent of that inconsistency.

3. Trial Services

(a) Xplainable may, from the Commencement Date or at any time during the term, give notice (Trial Notice) to the Client that all or some of the Platform is being made available to the Client on a demonstration or trial basis (Trial Service).
(b) The trial period commences upon receipt of the Trial Notice and terminates at the time stated in the Trial Notice, or if no such date is specified, 28 days from the date of the Trial Notice (Trial Period).
(c) Access to the Platform will automatically continue at the expiration of the Trial Period unless either party gives notice that the Trial Services are to conclude.
(d) Xplainable provides the Trial Services "as is" and without warranty or indemnity, to the extent permitted by law, and all other terms of this agreement otherwise apply.
(e) The Client agrees to give feedback in the form of interviews and surveys related to the Trial Services during and after the Trial Period.

4. Use of the Platform

4.1 Platform licence

Xplainable grants the Client a non-exclusive, non-transferable, revokable, and worldwide right to use the Platform, solely for its own internal business purposes, subject to the terms and conditions of this Agreement.

4.2 Integration Point licence

Xplainable grants the Client a non-transferrable, perpetual licence to the Integration Points for the sole purpose of integrating with the Platform, subject to the terms and conditions of this Agreement.

4.3 Accessing the Platform

(a) The Client acknowledges and agrees that in order to access the Platform, an Account may be required for each of its authorised users.
(b) The Client warrants all information supplied on creation of the Account is true and accurate and will be kept up to date at all times.
(c) The Client is solely responsible for granting and revoking access to the Platform, whether via an SSO Service, via a support request to Xplainable or via manual user account creation.

4.4 Security and credentials

(a) The Client agrees to use reasonable endeavours to keep all security credentials, used to access the Platform, strictly confidential.
(b) The Client is responsible for activities which occur via the Platform using its security credentials, whether those activities are authorised or not, unless they arise from a technical issue within the Platform.

4.5 Requirements and restrictions on use of the Platform

(a) The Client must:

(i) ensure that the Client's IT systems and infrastructure used by the Client to access the Platform complies with any Minimum System Requirements; and
(ii) use the Platform in accordance with any Usage Restrictions or guidelines, as specified in the Proposal.

as specified in the Proposal.

(b) The Client undertakes not to upload, store or access any data on or via the Platform if such access or storage would:

(i) infringe a person's Intellectual Property rights;
(ii) breach any Privacy Law; or
(iii) breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the jurisdiction in which Xplainable or the Client operates).

4.6 Conduct which is expressly prohibited

The Client must not:

(a) in any way tamper with, hinder or modify the Platform other than to the extent configuration options are made available to it;
(b) knowingly transmit any viruses or other disabling features to or via the Platform;
(c) integrate with the Platform other than via the user interface, Integration Points or Python libraries made available to the Client by Xplainable;
(d) intentionally disable or circumvent any protection or disabling mechanism of the Platform;
(e) use the Platform in any way which could be reasonably expected to interfere with or damage the Platform, any other operator's systems, or another user's enjoyment of the Platform;
(f) use the Platform for any activity which is unlawful in the jurisdiction in which either Xplainable or the Client is registered or conducts business;
(g) attempt to access the services for penetration testing or other security or performance-related purposes without the prior written permission of Xplainable, which may be withheld or conditioned at Xplainable's absolute discretion; or
(h) attempt, facilitate or assist another person to do any of the above acts.

5. Payment

5.1 Invoicing and payment

(a) The Client is responsible for paying all government charges or duties of any kind incurred as a result of this Agreement. Such charges include without limitation all stamp duties, goods and services taxes, value added taxes, export duties, withholding tax, financial institution duties, and any other charges or duties of a like kind (Taxes).
(b) Unless expressed otherwise, all Subscription Fees are quoted in Australian Dollars (AUD) and are exclusive of Taxes.
(c) Each Billing Period Xplainable will provide to the Client a tax invoice for any Subscription Fees incurred during that Billing Period along with any applicable bank fees or Taxes.
(d) Tax invoices are payable by the Client in accordance with the Payment Terms.
(e) The Client is solely responsible for providing evidence of being Tax exempt, which in Xplainable's sole discretion is deemed acceptable, before any supply is provided on a Tax-exempt basis.

5.2 Late payment

(a) If any Subscription Fees remain unpaid more than 30 days past their due date, Xplainable may, without limiting its other rights and remedies, suspend access to the Platform until such amounts are paid in full.
(b) Xplainable will provide at least 14 days prior notice that Subscription Fees are overdue before any such suspension.
(c) Suspending the Client's access will not constitute a breach of this Agreement by Xplainable, nor will it alter the Client's obligation to pay the Subscription Fees.
(d) Interest at a rate of 1.5% per month (18 percent per annum), or at an interest rate equal to the maximum rate permitted by the applicable law, whichever is less, may be charged on overdue amounts at Xplainable's sole discretion.
(e) Xplainable may recover from the Client, any costs associated with debt collection activities.

6. Support and maintenance

6.1 System support

While the Client maintains a valid licence to the Platform, Xplainable will provide support to assist the Client with its use of the Platform, in accordance with any Support Services set out in the Proposal.

6.2 Outages and maintenance

(a) The Client acknowledges the Platform operates using Third Party Infrastructure. From time to time Third Party Infrastructure may become inaccessible or unavailable. Xplainable neither controls nor is it liable for faults in Third Party Infrastructure, the telecommunication services needed to access it, nor the consequences which arise from faults in either.
(b) If it is necessary to interrupt the Clients use of the Platform, Xplainable will endeavour to provide reasonable notice (where possible) of when, and the anticipated duration for which, the Platform will be unavailable.

(i) access to the Platform may be interrupted for many reasons, some of which are beyond Xplainable's control;
(ii) during routine maintenance Xplainable may implement changes, additions or deletions to the functions, features, performance, or other characteristics of the Platform (Updates) which may change the manner in which it functions;
(iii) to make use of new features within the Platform the Client may be required to update the Integration Points; and
(iv) the provision of Updates to the Platform do not give rise to a breach of this Agreement provided they do not materially decrease its functionality.

(d) The Client agrees Xplainable is not liable for any loss, foreseeable or not, arising from any interruption to access, planned or not, and any such temporary interruptions will not constitute a breach of these terms.

7. Insurance

(a) Xplainable will, at its own expense, obtain and maintain the following insurance coverage during the Initial Term and any subsequent Subscription Period:

(i) product liability insurance with limits no less than AUD$1,000,000 per occurrence and AUD$1,000,000 as an annual aggregate;
(ii) professional indemnity insurance with limits no less than AUD$1,000,000 per occurrence and AUD$1,000,000 as an annual aggregate; and
(iii) any workers compensation insurance as required by applicable law.

(b) If requested by the Client, Xplainable will provide the client with a certificate of currency or other evidence confirming the insurance coverage.
(c) Nothing in this clause 7 should be construed to increase Xplainable's liability under this Agreement.

8. Confidentiality

Each party as Recipient of Confidential Information must:

(a) keep confidential all Confidential Information of the Discloser;
(b) not use the Confidential Information except for the purposes of this Agreement; and
(c) not disclose the Confidential Information except:

(i) to its personnel, contractors and suppliers on a need to know basis for the purpose of performing its obligations under this Agreement;
(ii) with the Discloser's consent;
(iii) to the extent required by law or a rule of any stock exchange; or
(iv) to its professional advisors.

9. Privacy

(a) The Client agrees and consents to Xplainable's handling of Personal Information in accordance with Xplainable's privacy policy.
(b) Xplainable may amend its privacy policy in its sole discretion. Where the privacy policy is amended the new version will be posted to the Website.
(c) The Parties acknowledge and agree they will:

(i) notify the other party of any unauthorised access, use, modification, disclosure or other misuse of any Personal Information collected or accessed in connection with this Agreement as soon as practicable after becoming aware of such activity; and
(ii) provide reasonable assistance to the other party in the investigation, assessment and containment of any data breach associated with this Agreement.

10. Intellectual Property

10.1 Xplainable's warranties regarding Intellectual Property

Xplainable warrants it owns or has a licence to use the Intellectual Property in the Platform, any pre-trained Learning Model and the Integration Points.

10.2 The Client's warranties regarding Intellectual Property

The Client warrants it will not do any of the following, or permit any person over whom it has effective control to:

(a) copy or reproduce, or create an adaptation or translation of, all or part of the Platform in any way;
(b) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Platform on any medium, except as authorised by this Agreement; or
(c) directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in the Platform other than for the sole purpose for which the licence was granted.

10.3 Modifications and feedback

(a) The Client acknowledges and agrees, Xplainable is intended to own all Intellectual Property rights in all modifications to the Platform, including those which arise from the Client's feedback, commentary or reviews and whether those modifications are provided for, by or on behalf of the Client.
(b) To the extent that the Client may at any time acquire any right, title or interest in any part of the Platform, the Client immediately assigns to Xplainable all such right, title and interest.

10.4 Client Data

(a) The Client:

(i) owns all right, title and interest in and to all Client Data;
(ii) grants Xplainable a non-exclusive, perpetual and limited license to use Client Data, as necessary to perform its obligations under and in accordance with this Agreement;
(iii) warrants that it has all rights necessary to grant such license and that its collection and use of Client Data complies with applicable laws; and
(iv) acknowledges and agrees that Xplainable may share Client Data with third party service providers in order to operate the Platform.

(b) To the extent Xplainable acquires any rights in the Client Data, Xplainable immediately assigns to the Client all Intellectual Property rights in and to the Client Data. For the avoidance of any doubt, such assignment will not include any underlying software owned by Xplainable or any third party which may be incorporated into the Client Data.

10.5 Learning Models and artificial intelligence

(a) The Client acknowledges and agrees the use of any Learning Model within the Platform carries a statistical degree of uncertainty and its capability is limited to and reflective of the training data.
(b) The Client grants Xplainable a non-exclusive perpetual licence to use the Client Data for the purpose of training the Learning Models.
(c) The parties agree that Xplainable may commercialise any Learning Model, provided the Client Data does not exist in a human readable format within, nor could it be deciphered from, the Learning Model.

11. Warranties

11.1 General Warranties

(a) Xplainable warrants that for the Initial Term and any subsequent Subscription Period the Platform will perform substantially in compliance with any documentation Xplainable provides.
(b) Subject to the Non-excludable Conditions and any other express provision of this Agreement, Xplainable makes no warranties or guarantees:

(i) the Platform is fault free;
(ii) regarding the Platform's fitness for any particular purpose which Xplainable has not expressed;
(iii) regarding any statistical certainties associated with data derived from Learning Models;
(iv) that the Platform will bring the Client into compliance with any law including the laws in which the Client operates; or
(v) regarding the Client's access to, or the results of its' access to the Platform.

11.2 Warranties as to capacity

Each party represents and warrants to the other:

(a) it has full power and authority to execute this Agreement and observe and perform all of its obligations herein;
(b) it is not aware of any thing, matter or circumstance which may prevent it from fulfilling its obligations under this Agreement; and
(c) it is not insolvent and no receiver, receiver and manager, provisional liquidator, liquidator or other officer of the court has been appointed in relation to all or any of its affairs or material assets.

12. Limitation of Liability

12.1 Implied Conditions

Xplainable expressly excludes all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.

12.2 Consequential Loss

Notwithstanding any other clause in this Agreement, and to the maximum extent permitted at law, neither party is liable to the other for any Consequential Loss.

12.3 Exclusion of Liability

Subject to the Non-excludable Conditions, Xplainable excludes all other liability for any costs, including Consequential Loss, suffered or incurred directly or indirectly by the Client in connection with this Agreement, including:

(a) the Platform being inaccessible to that Client for any reason;
(b) statistical uncertainties associated with any Learning Model;
(c) incorrect or corrupt data, lost data, or any inputs or outputs of the Platform;
(d) security vulnerabilities in the Platform or any breach of security that results in unauthorised access to or corruption of data;
(e) failure of any third party component including, without limitation, applications, websites, website content, interfaces, Third Party Infrastructure, hardware failure, network failure, or power failure; or
(f) the Client's participation in any experiments, beta tests or pilots.

12.4 Limits to liability

Subject to any Non-excludable Conditions, Xplainable's aggregate cumulative liability arising out of or related to a claim arising under this Agreement will be limited to:

(a) in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods; or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and
(b) in the case of services: the resupply of the services; or the payment of the cost of having the services resupplied.

13. Indemnity

(a) The Client indemnifies the Indemnified against all Costs suffered or incurred by the Indemnified, however caused, arising wholly or partially, directly or indirectly, in connection with the Agreement or the Client's use of the Platform and any associated services (General Indemnity).
(b) Without limiting the General Indemnity, the Client indemnifies the Indemnified against any Costs arising directly or indirectly from:

(i) the Client's breach of the Agreement;
(ii) any harm to, claim or action by a third party arising directly or indirectly from the Client's use of the Platform; and
(iii) the Client's breach of any Privacy Law.

14. Termination

14.1 Termination for convenience

Either party may terminate this Agreement by providing the other with notice in writing at least 30 days prior to the end of the Initial Term or any subsequent Subscription Period, and upon doing so this Agreement will terminate at the end of the Initial Term or Subscription Period as the case may be.

14.2 Immediate Termination

This Agreement may be terminated immediately by either party if:

(a) the other party commits any material breach of any term of this Agreement and which in the case of a breach capable of being remedied is not remedied within 30 days of a written request to remedy it (including a breach of the Payment Terms);
(b) the other party breaches a material provision of this Agreement that is not capable of remedy;
(c) the other party experiences an Insolvency Event; or
(d) it becomes unlawful for either party to perform its obligations under this Agreement.

14.3 Effect of Termination

(a) Upon termination:

(i) the Client will no longer have access to the Platform;
(ii) the Client will be solely responsible for removal of any Integration Points installed on the Client's systems;
(iii) Xplainable reserves the right to remove the Client Data from the Platform at any time following termination; and
(iv) the Client must, at Xplainable's request return or destroy any support documents, training material or other information held by the Client about the Platform.

(b) The Client is solely responsible for taking an extraction of any Client Data held in the Platform, which it deems necessary to maintain, prior to termination.

15. Dispute resolution

15.1 Mandatory mediation

(a) A party claiming that a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute and the parties must submit themselves to the dispute resolution procedure set out in this clause 15.
(b) Subject to clause 15.2, the parties agree that if a Dispute arises, a party may not commence any legal proceedings relating to the Dispute unless it has complied with the provisions of this clause.
(c) If the parties cannot resolve the Dispute within 30 days of receiving a notice of the Dispute, then either party may (by giving notice in writing to the other party) require the Dispute to be referred for mediation. The mediation must be undertaken:

(i) in accordance with the rules of the Resolution Institute;
(ii) at a location agreed by the parties and in the absence of agreement in the capital city of the jurisdiction of the Agreement; and
(iii) using a mediator agreed by the parties and in the absence of agreement, by a mediator nominated by the Resolution Institute.

(d) For the avoidance of doubt, the role of any mediator and the rules to be applied to the mediation are aimed to assist in negotiating a resolution of the Dispute, and in that regard, a mediator must not act as an arbitrator and may not make a decision that is binding on a party.
(e) Each party must pay its own internal and legal costs in relation to complying with this clause 15.1. The mediator's costs are to be shared equally.
(f) If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

15.2 Not applicable to the collection of debts or injunctive relief

The parties acknowledge and agree clause 15.1 does not:

(a) apply to the recovery of any debt; or
(b) prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

16. General Provisions

16.1 Assignment

The parties may only assign, encumber, declare a trust over or otherwise create an interest in their rights under this document with the other party's consent, which must not be unreasonably withheld.

16.2 Counterparts

This Agreement may be agreed to in any number of counterparts including where they are exchanged by email containing this Agreement as an unalterable attachment. All counterparts together will be taken to constitute one instrument.

16.3 Costs

Each party will bear its own costs in relation to the preparation, negotiation and execution of the Agreement and any variations.

16.4 Entire Agreement

The Agreement sets out all the parties' rights and obligations relating to the subject matter of the Agreement, and it supersedes all previous agreements or understandings between the parties in connection with the relevant subject matter.

16.5 Force Majeure

If a party is affected by a Force Majeure Event, they must immediately notify the other party of the circumstances. The parties' obligations under this Agreement, other than an obligation to pay the Subscription Fees, are suspended for the duration of and to the extent that they are affected by the Force Majeure Event. However, either party may end this Agreement if the Force Majeure Event continues for more than 60 days.

16.6 Further Assurances

Each party must do anything reasonably necessary (including executing agreements and documents) required to give full effect to the Agreement and the transactions contemplated by it.

16.7 Governing Law

The Agreement is governed by and is to be construed in accordance with the laws applicable in Queensland. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland.

16.8 Notices

The parties agree all notices, disclosures and other communications (other than the service of initiating applications in a court or tribunal) that are provided in accordance with this clause 16.8, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement must be:

(a) sent to the email address set out in the Proposal; or
(b) either delivered or posted by prepaid post to the address set out in the Proposal.

16.9 Survival

Clauses 8, 10, 12, 13, 15 and any other clause in the Agreement which is expressed to survive or by its nature should survive, will survive termination or expiry of the Agreement for any reason.

16.10 Variations

Other than variations arising pursuant to clause 2.2, this Agreement may only be varied by written agreement signed by the parties.

16.11 Waiver

(a) Clauses and rights in the Agreement can only be waived in writing signed by the waiving party.
(b) Failure or delay of a party in exercising a right under the Agreement does not waive the party's rights.
(c) A waiver will only waive the particular rights in the particular circumstances and will not waive any other rights, or the same rights in other circumstances.

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