This is a licence agreement between Dragster as the licensor and the Carrier as the licensee.
Dragster is a network service provider that operates a software platform that connects a Carrier and Customers.
The Platform enables Customers to make a Booking Request for a Carrier and for a Carrier to accept that Booking Request and complete the Carrier Services.
Each Carrier is in the business of providing Carrier Services and has entered into a licence with Dragster to access and use the Platform in order to connect with you and other users of the Platform.
To the extent that anything in these Terms is different to the content available on the Platform, the provisions of these Terms shall prevail.
Updates and amendments to these terms can be made at any time. Please check the latest version at the web site at Dragster.net.au.
Agreement means this licence agreement.
App or Application means the iOS or android app titled 'Dragster Carrier' owned by Dragster.
Applicable Carrier means a specific carrier as requested in a Specific Booking Request.
Assigned Carrier means an individual or company to whom a Booking is assigned to by a Carrier.
ATO means the Australian Taxation Office
Boarding Process means the online registration process on the Platform available at https://Dragster.net.au
Booking means a booking placed by a Customer through the Platform for the provision of the Carrier Services which has been processed by Dragster and communicated to the Carrier via the Platform and accepted by the Carrier in accordance with clause 4 of this Agreement.
Booking Request means a delivery booking request made by a Customer for a Carrier to provide the Carrier Services on the Platform.
Business means the App and Website-based business under the trading name Dragster.
Business Day means a day which is not a Saturday, Sunday or bank or public holiday in the relevant state or territory in which the Carrier is resident.
Carrier means the individual (including a person trading under a business name) named in the Boarding Process application to be approved by Dragster to use the Platform under this Agreement, and includes any employee of such Party (who will also be deemed to be bound by these terms). The plural term Carriers refers to all carriers who have been granted a licence to use, and have access to the Platform, from time to time, on terms identical or substantially similar to this Agreement.
Carrier Services means the provision of services whereby a Carrier will pick-up a Consignment from one location and will then deliver to another location for a Customer in accordance with this Agreement.
Complainant means the Party who raises a Dispute pursuant to clause 25.
Confidential Information means the terms of this Agreement and any information about Dragster, its operations, products, Business, Carrier Services and Customers and any information, the disclosure of which could be detrimental to the interests of Dragster, as acquired by the Carrier (or any of its Subcontracted Carriers, employees or agents) whilst, or as a result of, performing the Carrier Services which is not in the public domain, other than as a result of breach of confidence, and the confidential information of the Carrier which relates to the subject matter of this Agreement.
Consignment means the item or items which is/are carried by the Carrier in performing a Booking.
Customers means individuals or businesses that places a Booking Request for Carrier Services on the Platform.
Delivery Fee means the amount inclusive of GST displayed on the Platform as being payable by the Customer on completion of a Booking Request.
Dispute means a dispute, controversy or claim arising out of or in connection with this Agreement.
Dispute Notice means a written notice given to the Respondent that explains the nature of the Dispute, what outcome the Complainant wishes to achieve and what action the Complainant believes will settle the Dispute.
GST means Goods and Services Tax pursuant to A New Tax System (Goods & Services Tax) Act 1999 (Cth) and the related imposition Act of the Commonwealth.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions, confidential information, trade secrets and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.
Licence means the licence of the Platform granted to the Carrier pursuant to this Agreement.
Licence Fee means, an amount inclusive of GST equal to twenty percent (25%) of the Delivery Fee, being the fee charged and invoiced by Dragster to the Carrier in consideration of the Licence.
Losses mean any and all actions, claims, proceedings, judgments, demands, liabilities, losses, costs (including reasonable legal costs), expenses, penalties, fines and damages which may be brought or awarded against Dragster or suffered, incurred or paid by Dragster (howsoever arising) in respect of, arising out of or in connection with the Carrier Services provided by that Carrier (or any of its Assigned Carriers, employees or agents), a violation of any law by the Carrier, or a breach of the terms, conditions, covenants, warranties and representations (express or implied) contained in this Agreement on the part of the Carrier (or any of its Assigned Carriers, employees or agents).
Parties means the parties to this Agreement and Party means any one of them.
Platform means the technology platform offered via the App or the Website.
Respondent means the Party required to respond to the Complainant.
Specified Booking Request means a Booking Request made by a Customer that is offered to an Applicable Carrier
Taxes means income tax, payroll tax, stamp duty, GST, superannuation and all other applicable taxes.
Term means the period that commences as set out in clause 4.2 and ends when the Licence is terminated in accordance with this Agreement.
Termination Event has the meaning given to that term in clause 21.1.
Transportation Services means the on-demand transportation of Consignments by Carrier for Customer (including, if applicable, the loading and unloading of the Consignments under the instruction of Customer or receiver). For the avoidance of any doubt, these terms do not constitute an agreement for and Dragster does not offer to or provide any Transportation Services; and Dragster means Dragster Pty Ltd trading as Dragster and, for the purposes of any indemnities benefiting Dragster under this Agreement, includes the Directors, officers, employees, agents, subcontractors and representatives and any ‘related entity’ or related body corporate’ (both within the meaning of the Corporations Act 2001 (Cth)) of Dragster, but not including the Carrier.
Website means the website at the domain name https://Dragster.net.au/ (or such other domain name as Dragster may use in relation to the Business from time to time).
Carrier account means an electronic record, the system uses to identify the Carrier. Carrier account is protected by user credentials, such as login and password, and used to perform all transactions with the system. Under no circumstances you may share or disclose the credentials of your personal Carrier account to third parties.
Carrier service balance is a calculated amount in Carrier account. Performing deliveries will increase the balance, while cashing out will reduce it. In some circumstances, the balance may become negative.
Reserved amount is the amount reserved from Carrier service balance in order to guarantee the quality and timeliness of delivery. On a successful completion of the delivery, the amount will be returned to the balance.
Bonus amount is the amount services uses to rank and enable Carriers to do particular deliveries. Initially every Carrier is granted the same Bonus amount. Completing deliveries with quality and on time will increase this amount. Bonus amount cannot be cashed out, but helps in making more deliveries.
Price of goods is the cost of goods estimated by Customer. Carrier can only accept orders is Price of goods does not exceed Balance and Bonus amounts together.
3.1 Dragster is a technology services provider that operates the Business which:
3.2 On completion of the Boarding Process by the Carrier, Dragster grants to the Carrier a revocable, non-exclusive Licence for the Term to use and access the Platform for the permitted use of accepting Booking Requests and providing Carrier Services, on the terms and conditions of this Agreement.
3.3 Subject to clause 2.4, Dragster agrees to provide the Carriers with access to the Platform during the Term to enable the Carriers to have the opportunity to accept Booking Requests and provide the Carrier Services.
3.4 The Carrier acknowledges and agrees that:
3.5 By using the Platform, the Carrier agrees that the Carrier will observe and comply with all regulations relating to the Carrier’s engagement by Customers, including any applicable workplace laws.
3.6 Upon receiving a Booking Request from a Customer, Dragster will upload that Booking Request to the Platform (subject to the terms and conditions of this Agreement and the customer’s terms and conditions, available at https://Dragster.net.au).
3.7 As a condition to Dragster making Booking Requests available to the Carrier, the Carrier is required to at all times during the Term:
3.8 The Carrier may:
3.9 Subject to any provision of this Agreement to the contrary, the Carrier must not sub-licence any of its rights under this Agreement without the prior written consent of Dragster.
4.1 By completing the Boarding Process, the Carrier accepts the terms and conditions of this Agreement.
4.2 This Agreement commences on the date that Dragster notifies the Carrier in writing that it has successfully completed the Boarding Process application.
4.3 This Agreement continues in force unless and until terminated in accordance with this Agreement.
4.4 Dragster is entitled to terminate this Agreement by notice in writing to the Carrier, at any time, with immediate effect, if:
4.5 Dragster acknowledges that the Carrier may not be available from time to time during the Term to accept Booking Requests and that it is at the absolute discretion of the Carrier whether the Carrier accepts a Booking Request.
4.6 Dragster acknowledges that the Carrier may not be available from time to time during the Term to use the Platform and that it is at the absolute discretion of the Carrier as to when the Carrier uses the Platform.
5.1 Dragster and the Carrier agree and acknowledge that:
5.2 The Carrier acknowledges and agrees that it is the responsibility of the Carrier to login to the Platform to view available Booking Requests.
5.3 The Platform provides a Specified Booking Request function that allows Customers to request a Specified Booking Request, subject to availability. In the event that a Customer makes a Specified Booking Request, the Carrier acknowledges and agrees that:
5.4 Dragster may, at its discretion, place Booking Requests on the Platform on its own account.
5.5 The Platform allows Customers to suggest a price when making a Booking Request on the Platform. If a Customer suggests a price then the Carrier acknowledges and agrees that:
6.1 The Carrier acknowledges that the Carrier is only entitled to receive the Delivery Fee in consideration of the completion of the Carrier Services in accordance with this Agreement.
6.2 Dragster does not participate in the interaction between Carriers and Customers, except to provide technology to facilitate the interaction, including invoicing and receipting of the Delivery Fee from the Customers on behalf of Carriers.
6.3 Dragster will receive and then hold the Delivery Fee on behalf of and as agent for the Carrier.
6.4 The total Delivery Fee payable to a Carrier is calculated by reference to total value of tax invoices issued on behalf the Carrier through the Platform which have been paid by the relevant Customers, in respect of Bookings completed by the Carrier during the relevant week.
6.5 The Carrier acknowledges and agrees that the Platform will generate tax invoices on behalf of the Carrier which will include the Carrier’s name (including any trading name), ABN, and other details that required by law or are otherwise reasonably necessary to include, on the invoices issued to Customers. The Carrier must at all times ensure that it has uploaded onto the Platform up to date details required by law to be included on any tax invoice issued to Customers.
6.6 The Carrier acknowledges and agrees that Dragster may amend the process for the collection of Delivery Fees and payment of Delivery Fees under this clause 4 from time to time at its sole discretion without notice to the Carrier.
7.1 To make a Booking Request on the Platform, you will need to set up a User Account. The email address registered on your User Account be your username. The username and password are personal to you and are not transferable.
8.1 General rules
8.2 Execution flow.
8.3 Pick up rules.
8.4 Delivery rules
8.5 Notifications
8.6 Penalties and fees related to rules
8.7 You may refuse to conduct the delivery already committed to in the following cases
9.1 In consideration of the grant of the Licence to the Carrier, the Carrier must pay the Licence Fee to Dragster immediately after the Booking Request is completed.
9.2 Right after the Booking Request is completed, Dragster will issue the Carrier with a tax invoice for the Licence Fee.
9.3 The Carrier agrees and irrevocably directs that right after Booking Request is completed, Dragster is to retain an amount equivalent to the Licence Fee payable to Dragster from the Delivery Fee in payment of the Licence Fee
10.1 The Carrier acknowledges that it will be responsible for the payment of all costs and expenses incurred in performing the Carrier Services including without limitation, vehicle acquisition and maintenance, petrol, vehicle insurance and registration, toll fees and any and all other expenses.
10.2 The Carrier further acknowledges that the Carrier is responsible for assessing whether it will make a profit in using the Platform and that Dragster makes no representation as to whether the Carrier will make a profit by using the Platform.
11.1 Dragster retains ownership of the App and the Platform, including all Intellectual Property Rights in the App and the Platform, during the Term of the Licence.
11.2 All existing goodwill in, or associated with the App and the Platform is owned by, and vested in, and all future goodwill arising out of the use by the Carrier of the App and the Platform will vest in, and remain the exclusive property of Dragster.
12.1 Goods the subject of a Booking Request are a “Consignment”. For the purposes of this clause 9, “Carrier” refers to the Carrier or third parties acting on behalf and under full responsibility of the Carrier, which placed the Booking.
12.2 The Carrier acknowledges and agrees that he, she or it will be liable for any loss or damage caused to any Consignment whilst in the possession, or under the control, of the Carrier.
12.3 In the event that Dragster is notified of any loss or damage in respect of any Consignment, Dragster must take reasonable steps, as directed by the Customer, to ascertain whether all or part of the loss or damage has been caused by the Carrier and the Carrier shall fully cooperate with Dragster in relation to any information required by Dragster.
12.4 The Carrier acknowledges and agrees that, without limiting any other term of this Agreement, if Dragster determines all or part of the loss or damage was caused by the Carrier (including, but not limited to, a negligent act or omission or breach of this Agreement or any Booking with a Customer), Dragster may in its absolute discretion, in order to preserve the goodwill of the Company and the Platform, deduct from any Delivery Fee held by Dragster on behalf of the Carrier the amount which represents the cost of repairing and replacing that part of the Consignment as lost or damaged by the Carrier and any loss suffered by the Customer as a result of the loss or damage caused by the Carrier.
12.5 To the extent that the Delivery Fee held by Dragster on behalf of the Carrier at the relevant point in time are not sufficient to cover the amount being deducted at clause 9.4, the Carrier acknowledges and agrees that the shortfall amount will be treated as a debt due and payable by the Carrier to the Customer and Dragster may issue an invoice to the Carrier on behalf of the Customer for the relevant amount which must be paid by the Carrier within 14 (fourteen) days of the date of the invoice.
12.6 In the event that the Carrier fails to pick-up a Consignment or does not attempt delivery of a Consignment at all, any part of the Delivery Fee held on behalf of the Carrier may be refunded to the Customer. An additional penalty fee will also be charged. Please check Fees and Fines tables on the web site Dragster.net.au.
12.7 In the event that the Carrier does not complete a Booking by delivering the relevant Consignment to the correct destination or within the timeframe specified in the Booking Request, the Carrier will not be deemed to have successfully completed the Booking for the purposes of clause 4.1 above and Dragster will act in accordance with the directions of the Customer in determining whether the Carrier is entitled to be paid all or part of the Delivery Fee for the relevant Booking. Any decision made in this regard is final and not subject to review or negotiation. Further information may be requested from the Carrier in relation to the Booking (which may be based on information obtained by Dragster from data recorded via the Platform in relation to any Booking) before any determination is made in relation to the payment of the Delivery Fee. Any decision will be provided to the Carrier in writing.
12.8 In the event that a Customer cancels a Booking (which has been processed as a Booking Request, and accepted by the Carrier), but the Consignment has not yet been picked-up by the Carrier, no Delivery Fee will be payable by the Customer in relation to the relevant Booking. Booking fee will be held by Dragster on behalf of the Carrier to compensate for the losses related to service preparation activities (heading to the destination, losses related to changing plans and schedule, and so on).
12.9 In the event that Dragster does not receive the full amount of the Delivery Fee from the Customer in respect of any Booking Request (at no fault of Dragster), Dragster may only direct to the Carrier, in respect of the relevant Booking, that part of the Delivery Fee which represents the same pro rata amount of the Delivery Fee actually received by Dragster from the Customer.
12.10 Notwithstanding clause 9.6 above, if a Carrier has received a Delivery Fee in respect of a Booking Request but by reason of any act or omission of the Carrier Dragster must pay an amount to the Customer on behalf of the Carrier Dragster will be entitled, at its discretion and acting reasonably, to require the Carrier to reimburse Dragster for all or part of the amount paid to the Carrier.
13.1 The Carrier must obtain and maintain any necessary and adequate insurance(s) throughout the Term, (including in relation to commercial vehicle insurance, workers’ compensation legislation (as relevant) and public liability insurance) on terms that are satisfactory to Dragster in Dragster absolute discretion, and otherwise comply with any other legislation as applicable. The Carrier must ensure that Dragster is nominated as an interested party on all relevant insurance policies.
13.2 The Carrier will be obliged to produce to Dragster, at Dragster’s request, original documentation to confirm the validity of any and all necessary insurance policies required to be maintained by the Carrier pursuant to clause 13.1.
13.3 The Carrier acknowledges it is not entitled to the benefit of any insurance policies (including for accidents, third party liability, workers’ compensation or other indemnity-based insurance) that Dragster may hold in relation to the Business.
13.4 Dragster may recommend an insurance provider to the Carrier.
13.5 The Carrier is under no obligation to use the recommended insurance provider. However if the Carrier does use the recommended insurance provider, the Carrier must contact the insurance provider directly for the product disclosure statement and in order to take out the insurance policies required to be maintained by the Carrier pursuant to clause 13.1.
14.1 The Carrier acknowledges and agrees that, if a licensed vehicle is to be used as a means of delivery, it is expected to own, lease or otherwise have authorised access to a registered motor vehicle or bicycle to be used in the performance of the Bookings and that Dragster will not under any circumstances provide or arrange any mode of transport for the Carrier. The type of vehicle or bicycle used by the Carrier is at the Carrier’s discretion.
14.2 The Carrier is responsible for any maintenance, upkeep and insurance of its vehicle(s) or bicycle(s) which it chooses to carry out and acknowledges that it will not be entitled to be reimbursed by Dragster for any expenses or costs relating to the vehicle(s) or bicycle, including in relation to any insurance which the Carrier may choose to obtain in respect of the vehicle or bicycle, or the costs associated with normal wear and tear.
15.1 The Carrier hereby warrants, represents and undertakes that the Carrier:
16.1 The Carrier agrees at all times during and for so long as is legally permissible after the Term to keep confidential the Confidential Information and will not (and will use best endeavours to ensure the third parties do not) disclose, discuss, copy or transmit the same without the prior written approval of Dragster, except as required by law or to the extent necessary to perform any of his/her/its obligations under this Agreement or where the information is or becomes public knowledge (but not if it is because the Carrier has contravened a confidentiality obligation under this clause 14).
16.2 The obligations under this clause will survive termination or expiry of this Agreement.
17.1 In performing the Carrier Services, the Parties agree to comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
17.2 Any personal or sensitive information held by Dragster in relation to the Carrier must be maintained in accordance with Dragster’s Privacy Policy which is available at https://Dragster.net.au/.
18.1 The Carrier acknowledges that it is solely responsible for its own safety and well being in performing the Carrier Services and that Dragster has no ability to supervise the performance of the Carrier Services by the Carrier.
18.2 Dragster does not carry out any training or arrange for the provision of any training to the Carrier in respect of the Carrier Services.
18.3 If the Carrier considers that performing the Carrier Services could cause serious risk to the Carrier’s health or safety, the Carrier must, and agrees to, cease performing the Carrier Services.
18.4 The Carrier must ensure that the vehicle, if any, it uses to perform the Carrier Services is in a safe and serviceable condition.
18.5 The Carrier will promptly notify Dragster of any health and safety incidents that occur in relation to the provision of the Carrier Services, and/or of any involvement by health and safety officials in connection with the Carrier Services.
19.1 The Carrier acknowledges Dragster may, at any time, and in its absolute discretion, with or without notice to the Carrier and without refund:
19.2 The Carrier acknowledges and agrees Dragster will not be liable to the Carrier or any other party for any:
19.3 Continued use of the Platform following notice to the Carrier of any modification to the Platform will indicate the Carrier’s acknowledgment of and agreement to such modifications.
20.1 The Carrier has an obligation to maintain a standard of quality in using the Platform under the Licence.
20.2 The Carrier agrees that it must, during the Term, as a condition of this Agreement:
21.1 For the purpose of this Agreement, each of the following is a Termination Event:
21.2 If a Termination Event occurs, this Agreement may be terminated by notice in writing by Dragster to the Carrier, with effect immediately.
21.3 Upon termination of this Agreement:
21.4 Termination of this Agreement will not prejudice or impair any rights, remedies or continuous obligations that have already accrued to any Party under or in respect of any breach of this Agreement.
22.1 The Carrier may engage in work during the Term, provided that it does not conflict with the Carrier’s obligations under this Agreement. The Carrier will not be in breach of this clause by
22.2 If the Carrier becomes aware of any conflict of interest between this Agreement and any other work it has been offered or proposes to undertake, it must inform Dragster immediately in writing and take all steps as reasonably agreed with Dragster to resolve the conflict.
22.3 The Carrier must not:
23.1 No independent contractor, partnership, quasi-partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended to be created, between Dragster and the Carrier, by the Carrier using the Platform or by this Agreement.
23.2 By using the Platform the Carrier warrants that it has made itself aware of the requirements under applicable workplace and occupational health and safety laws which may apply to the engagement between a Customer and Carrier and between a Carrier and its Assigned Carriers, employees or agents.
23.3 Except as expressly authorised in writing, no Party will have (and must not represent that it has) any power, right or authority to bind the other Party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other or in the other’s name.
24.1 The Carrier acknowledges and agrees that it is responsible for any losses, costs, expenses and damages to Dragster or any third party in respect of, arising out of or in connection with the Carrier Services that the Carrier provides, or negligence or any breach of this Agreement by the Carrier (or any of its Assigned Carriers, employees or agents).
24.2 The Carrier hereby indemnifies and undertakes to keep Dragster indemnified from and against all and any Losses.
24.3 Without limiting clause 24.2, the Carrier acknowledges that the indemnification in clause 24.2 applies to Losses arising from:
24.4 The indemnity in clause 24.2 is a continuing obligation which is separate and independent from any other obligations of the parties under this Agreement and it survives termination or expiry of this Agreement.
24.5 The Carrier acknowledges and agrees that it is not necessary for Dragster to incur any expense or cost or make any payment before enforcing the indemnity in clause 24.2 and the Carrier must pay any money due to Dragster under that indemnity on demand by Dragster.
24.6 Dragster does not warrant that the Platform will be uninterrupted or error-free and the Carrier agrees that Dragster will not be liable to the Carrier for any loss or damage, including loss of profit arising from any malfunction or bugs in respect of the Platform.
24.7 To the maximum extent permitted by law, Dragster will not accept liability to the Carrier in respect of any loss or damage (including indirect, special, or consequential loss or damage) which may be suffered or incurred by the Carrier or which may arise directly or indirectly in respect of the Carrier using the Platform.
24.8 To the maximum extent permitted by law, any condition or warranty by Dragster which would otherwise be implied into this Agreement is hereby excluded.
24.9 The obligations under this clause will survive termination or expiry of this Agreement.
24.10 For the avoidance of doubt, nothing in this Agreement limits or affects any agreement between the Carrier and the Customer as to liability for loss and damage to the Consignment.
25.1 In the event of a Dispute arising in connection with this Agreement, the Parties agree to the following dispute resolution procedure:
25.2 Each Party will bear their own legal costs in any Dispute.
25.3 The cost of a mediator appointed pursuant to this clause 25 will be shared equally between each Party.
25.4 Any attempts made by the Parties to resolve a Dispute pursuant to this clause will be without prejudice to any other rights or entitlements of the parties under this Agreement, by law or in equity. For the avoidance of doubt, nothing in this clause prejudices the right of either party to seek urgent injunctive, interlocutory or declaratory relief from a court in connection with the Dispute without first having to attempt to resolve the Dispute in accordance with this clause 25.
A notice or communication must be in writing in English and may be delivered by any electronic means, including emails to the email address the Carrier has registered on the Platform from time to time.
27.1 Assignment: This Agreement is personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld). Any purported dealing in breach of this clause is of no effect. Dragster will be entitled to require any assignee of the Carrier to execute an assignment document under which the assignee acknowledges and agrees to be bound by this Agreement, as varied or amended from time to time, as if it were in place of the Carrier.
27.2 Waiver or variation of rights: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.
27.3 Powers, rights and remedies: Except as expressly stated to the contrary in this Agreement, the powers, rights and/or remedies of a Party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to this Agreement or any other person.
27.4 Consents and approvals: Where this Agreement provides that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in this Agreement, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.
27.5 Further assurance: Each Party must from time to time and in a timely manner do all things reasonably required of it by the other Party to give effect to this Agreement.
27.6 Entire agreement and understanding. In respect of the subject matter of this Agreement: this Agreement contains the entire understanding between the Parties; all previous oral and written communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement; and each of the Parties has relied entirely on its own enquiries before entering into this Agreement.
27.7 Governing law and jurisdiction: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of New South Wales.