Terms of Service

Please read these Terms of Service (“Terms”) carefully. By using the Service (defined below) or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and BLV Solutions Pty Ltd (ACN 649 371 700) operating as Filenote.ai (collectively, “Filenote.ai,” “we,”or “us”).

This Terms of Service Agreement, together with our Privacy Policy, sets out the terms and conditions under which we provide our Services. By accessing our Services you are accepting our terms. If you do not accept this Agreement, we cannot provide our Services to you.  

By key using our Services, you acknowledge you have read this Agreement, and agree to the terms as to and accept this Agreement on behalf of any entity for who you use our Services (whether as an Authorised User or otherwise).

Legal Terms and Conditions

The parties agree as follows:

1. Definitions and Interpretation

In this Agreement the following expressions have the following meanings, unless otherwise stated:

“Acceptance Date” the date on which this Agreement is executed by all parties;

“Agreement” means this Terms of Services Agreement, including any other documents expressly incorporated as part of this Agreement;

“Authorised User” means any person who is authorised by you to access the Services;

“Consultants” means any employees, contractors, agents or consultants that we use to provide the Services;

“Customer Data” has the meaning in clause 8.5;

“Developed IP” is defined in clause 8.3;

“File Note by BLV Solutions” means the BLV Solutions file note solution (also known as filenote.ai, file note, BLV Solutions File Note) that creates documentation from recorded meetings;

“Flex Pack” means a defined block of hours at a fixed price which is automatically charged when an organisation exceeds their monthly hours cap; see clauses 6.4 – 6.6; 

“Group Sharing” means a Monthly Allowance shared between you and any Authorised Users; 

“Group Sharing Subscription” means a Subscription with Group Sharing;

“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;

“Minimum Commitment” means the minimum Subscription Fee associated with your Subscription as set out in Your Subscription Details;

“Monthly Allowance” means the monthly allowance under your Subscription as set out in Your Subscription Details;

“Organisation” means the purchasing entity entering into this agreement;

“Privacy Laws” means the Privacy Act 1988 (Cth) and the General Data Protection Regulation (EU 2016/679) (as applicable);

“Provider IP” is defined in clause 8.2;

“Related Bodies Corporate” has the meaning given in the Corporations Act 2001 (Cth);

“Renewed Term” has the meaning in clause2.5;

“Retention Period” has the meaning in clause 15.1;

“Sensitive Information” has the meaning given in the Privacy Act 1988 (Cth);

“Services” means the services included within your selected Plan (further details provided on Pricing Page);

"Site” means www.blvsolutions.com, www.filenote.ai and any other domains owned by BLV Solutions;

“Software” in relation to the Services, means any associated software, technology, code and all Intellectual Property Rights related to the access and use of the Services;

“Plan” means the approved subscription of the Services as selected;

“Subscription Fee” means the subscription fee associated with your Plan as set out in Your Subscription Details; 

“Plan Term” means the period of the Plan (selected when choosing Plan);

“Third Party Services” means any third-party service, connection, data, software, application or integration that interoperates with the Services we provide; 

“Us” means BLV Solutions, we, our or us, we’re talking about the BLV Solutions entity you contract with and pay fees to based on the edition of the BLV Solutions product you’re using; and

“You” means you, your, or the client we mean both you and any entity or firm you’re authorised to represent.

2. Our Services

1. We will provide the Services to you according to your Plan and we shall not be obliged to provide any Services that are not described in your Plan.
2. All Services will be provided based on the information and specifications supplied by you. All information that we provide is supplied in good faith, but we do not warrant or guarantee the accuracy or completeness of any information provided by us or any third party. It is not within the scope of our obligations to enquire as to, or to verify, the accuracy or completeness of information that we receive from you or any third parties. 
3. We will use reasonable endeavours to provide the Services promptly, or by such other dates as agreed by the parties in writing, but any time quoted for delivery, commencement or completion of any part of the Services is an estimate only and time will not be of the essence.
4. We may engage Consultants to perform our obligations under this Agreement at our discretion.
5. Your Plan will be for the Plan Term and will automatically renew for a period equal to the initial Plan Term (each, a “Renewed Term”) until such time either party terminates this Agreement in accordance with clause 14.  

3. Accounts and Authorised Users

1. You can determine who may be invited to access and use your Plan by providing us with the required information to setup an Authorised User account. 
2. You may revoke or limit access of an Authorised User at any time and for any reason or amend their level of access (as applicable).
3. You are solely responsible for each Authorised Users compliance with this Agreement and will be solely responsible for any activity that occurs on your account that occurs due to the use of an Authorised User.
4. All account details must be accurate, up to date, and secured by a password. You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your password or account.
5. To access and utilise the Services, you and any Authorised Users must provide a valid company email address. We reserve the right to verify the validity of any provided email address and may suspend or terminate accounts using personal or invalid email addresses.

4. Use of the Services

You will not, and you will ensure the Authorised Users will not:

1. modify the Software or merge any aspect of the Software with another programme other than as expressly provided under this Agreement;
2. record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Software, the source code of the Software or any documents, manuals or setup instructions provided with the Software or in relation to the Services;
3. licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software or the Services;
4. engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
5. access, store, distribute or transmit:
   • viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Software;
   • material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;
   • material that facilitates illegal activity; or
   • material that abuses or causes damage or injury to any person or property;
6. provide Software login details or passwords, or otherwise provide access to the Software, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Software;
7. share any features of the Software that are not publicly available with any unauthorised third party; and
8. engage in any conduct on the Software that is in breach of this Agreement (or any agreements mentioned therein).
9. Both you, and the Authorised Users, agree that:
   • you will not upload any Sensitive Information to our Software;
   • when uploading Customer Data to our Software, it will not breach any laws, regulations or obligations relating to privacy, data protection and/or intellectual property rights. 
   • You further acknowledge and agree that you will have all necessary rights, consents, and permissions to share or provide any Customer Data with us through the Software or our Services or otherwise. All rights granted to you under this Agreement are personal, and these rights must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Software. 
10. Any breach of this clause 4  constitutes a breach of this Agreement and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Software or the Services, and/or take further actions against you for breach of this Agreement.

5. Your obligations

1. You acknowledge that our ability to be able to provide the Services to you without delay or interruption is dependent on your full and timely cooperation. You will (and will ensure that the Authorised Users will):
   • co-operate with and assist us in the supply of the Services;
   • promptly provide us with full and accurate information, data and explanations as and when required;
   • comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under this Agreement;
   • ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and
   • comply with all reasonable directions and guidelines from us as advised from time to time. 
2. You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Services to you.
3. It is your responsibility to ensure that any invoice or any other written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information during the Plan Term.
4. It is your responsibility to thoroughly review and verify all documents for errors, omissions, and inaccuracies prior to distribution to any third party or Authorised User.

6. Pricing

Unless you are in a free trial or other offer period, you are obligated to pay for the subscription based on the pricing of your selected plan. By using our products, you consent to both accepting and understanding the terms and details for the selected Plan.

1. Trials: when you first sign up, you may be provided a free trial, based on the terms specified at the time. If you choose to continue using our services after the trial, you will be billed once the trial period has ended. You must opt out of the service during the trial period to avoid being billed. If the trial period finishes and you have not opted out of our services, you will be billed for the first month of subscription.
2. Pricing Plans & Subscription Fees: Your use of our services generally requires you to pay a monthly subscription fee based on your selected Plan. The Plan consists of the subscription and subscription fees we offered you, including invoicing, payment, auto-renewal and cancellation terms. The Subscription Fee is due and payable upon sign-up, unless otherwise specified in this Agreement. The pricing plan may vary by region. We may update or amend the pricing plan from time to time. The terms of the pricing plan form part of these terms. As with any other changes to our terms, changes to the pricing plan won’t apply retrospectively unless otherwise communicated. 
3. Establishment Fees: in addition to the Subscription Fee, we may charge a one-time and non-refundable Establishment Fee. If an Establishment Fee applies under this Agreement, it shall be specified in Your Subscription Details and is due and payable based on the pricing plan you selected. 
4. Changing Your Plan: you will always have the option to change your Plan at any time. If you upgrade during a billing cycle, the upgrade amount will be applied to your current bill. You will also have the option to downgrade to a lower tier at any time, but if you elect to downgrade during a billing cycle, your downgrade will not be effective until the end of the current billing cycle, and you will still be charged for that entire billing cycle at the higher tier (including any applicable additional charges while on the higher tier).
5. Flex Packs: if you exceed your Plan usage limits, you will incur additional charges known as Flex Packs for the prior billing cycle based on your current Plan, which will be detailed on your bill and in your account. Flex Packs are billed in blocks as defined in the chosen Plan, and added to the next period’s invoice. Any unused hours (from Plans or Flex Packs) will not be carried over to the following period.
6. Taxes: depending on your region, subscription fees may be inclusive or exclusive of transactional taxes where relevant (like VAT and GST), as reflected in the pricing plan.
7. Timeliness of Payment: If payment of the Subscription Fee and/or Establishment Fee (as applicable) is not received by any due date either described in this Agreement or on a tax invoice provided to you, we will be entitled (without prejudice to any other right or remedy available to us under this Agreement or at law) to:
   • withhold provision of the Services, or suspend your access to any or all of the Services, until payment of the outstanding invoice (including interest) is received by us in full;
   • charge interest on the outstanding amount at the rate of three per cent (3%) per annum above the base-lending rate of the Westpac Banking Corporation Bank;
   • terminate this Agreement pursuant to clause 14.‍
8. ‍Payment in Full: you will make all payments for the Subscription Fee and/or Establishment Fee (as applicable) without any deduction for tax unless a tax deduction is required by law. If you are required to make a tax deduction by law, the amount due will be increased to the amount that (after making the tax deduction) upon deduction of the amount attributable to tax equals the amount which would have been due if no tax deduction had been required.‍

8. Price Changes: we may, at any time during the Subscription Term, increase the Subscription Fee by providing you with 90 days’ prior written notice. If you do not agree to these changes, you may terminate the Agreement by giving us 30 days’ written notice.

7. Group Sharing

1. This clause 7 applies to all Subscriptions with Group Sharing.
2. Each Authorised User can use the Monthly Allowance included in the Group Sharing Subscription until the Monthly Allowance is exhausted. 
3. The Monthly Allowance is available on a ‘first in, first used’ basis and no one Authorised User will be given priority over another Authorised User in the Group Sharing Subscription.

8. Ownership of Intellectual Property

1. Subject to payment of the Subscription Fees, and clauses 8.2 and 8.3, we grant you a personal, non-exclusive, non-transferable and revocable license to permit you and your Authorised Users access and use the Services and/or Software in accordance with this Agreement (including the Intellectual Property Rights contained therein) throughout the world during the Subscription Term. 
2. All rights, title or interest in and to the Services and any information or technology that may be provided to, or accessed by, you in connection with your use of the Services is owned, and will remain owned, by us or our licensors (“Provider IP”). Using the Services does not transfer any ownership or rights, title or interest in and to the Provider IP.
3. All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Services will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the “Developed IP”). 
4. You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Services and/or the Provider IP. 
5. You retain ownership rights to data and content that you provide to us, whether by uploading to the Services or otherwise (“Customer Data”). You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free licence to access and use the Customer Data for the purpose of performing our obligations under this Agreement. 
6. You represent and warrant that you and any Authorised User accessing the Software on your behalf own all rights, title and interest in and to any Customer Data or that you or they have otherwise secured all necessary rights in the Customer Data as may be necessary to permit the access, use and distribution thereof as contemplated by this Agreement. 
7. You agree that we may refer to you, your business name, publish your logo and/or trade mark and make reference to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business. If you do not wish to be part of our communications or publications, please let us know by emailing us at hello@blvsolutions.com.

9. Warranties

1. We will use reasonable endeavours to provide constant, uninterrupted access to the Services and/or Software, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Services and/or Software. 
2. Filenote.ai does not hold an Australian Financial Services Licence (AFSL) and does not provide financial advice. The Services provided by Filenote.ai are not financial product advice.
3. We will investigate all problems or errors in any Services and/or Software, provided that you notify us in writing within seven (7) days following delivery of those Services and you give us all necessary information to conduct an investigation into the matter.
4. You agree and acknowledge that:
   • you will not rely on any representation or statement by us as financial advice;
   • while we will make all reasonable efforts to ensure the accuracy and reliability of our Servicesand Software, you are responsible for independently verifying the accuracy, completeness and reliability of any Customer Data before relying on it; 
   • we make no representations or guarantees as to any accuracy of the results or recommendations generated as a result of Customer Data uploaded by you or an Authorised User; and 
   • we are not liable for any decisions made (business or otherwise) based upon the data analysis or produced following the use of our Services or the Software.
5. To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services and/or Software provided hereunder is given or assumed by us other than as required at law. You acknowledge and agree that the Services and/or Software are provided on ‘as is’ basis and that you will make your own investigations into whether or not the Services and/or Software are fit for your purposes.
6. We make no representations, warranties or guarantees:
   • that content available on, or produced by or via, the Services/or Software including as generated from your Customer Data is accurate, complete, reliable, current, error-free or suitable for any particular purpose; or
   • that the Services and/or Software is or will be free from viruses, worm, trojan or other malicious code. You are responsible for taking your own precautions in this respect.

10. Liability and Exclusions

1. Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, this Agreement, for any one event or a series of related events, will be limited to the total Subscription Fees paid (excluding VAT, GST and expenses) by you to access and use the Services (as applicable) in the 90 days immediately prior to the event(s).
2. You assume sole responsibility for your use of the Services and/or Software (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.
3. We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Services and/or Software or any actions taken by us at your direction.
4. To the maximum extent permitted by law, Filenote.ai makes no warranties or representations regarding the accuracy, completeness, reliability, or fitness for a particular purpose of any outputs generated by use of our Services. The Services are provided on an “as is” basis and are intended to be used solely as an assistive tool.
5. You acknowledge and agree that: 
   • The Services do not constitute legal, financial, orprofessional advice, and should not be relied upon as a substitute forindependent judgment or expert consultation;
   • Filenote.ai will not be responsible for any claims, losses, liabilities, damages, or costs arising from any third-party reliance on the Services, including but not limited to claims of negligence, misrepresentation, defamation, or regulatory non-compliance;
   • You are solely responsible for reviewing, verifying, and validating any content produced by the Services before using them for any legal, business, or operational purposes. Any decisions or actions taken based on the Services are at your own risk;
   • You agree to indemnify, defend, and hold harmless Filenote.ai, its affiliates, and its personnel from any third-party claims or damages resulting from reliance on or use of the Services.
6. In no event will we be liable to you or any third party for any: 
   • loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;
   • breach by you, any Authorised User or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes;
   • viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Services; or
   • loss of or damage to any property belonging to you, any Authorised User or any third party or any personal injury or death arising out of or in connection with this Agreement.
7. The parties acknowledge that the limitations of liability contained in this clause 10 are a fair and reasonable allocation of the commercial risk between the parties. 

11. Indemnity

1. You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the “Indemnified”) harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified or which the Indemnified must pay, sustain or incur as a direct or indirect result of or arising out of: 
   • breach by you or any Authorised User of any of your obligations under the Agreement;
   • breach by you or any Authorised User of any of your obligations under clause 4.2(c);
   • loss of, or damage to, any property belonging to you, any Authorised User or any third party or any personal injury or death arising out of or in connection with this Agreement; 
   • breach of any third party’s Intellectual Property Rights; or
   • breach by you or any Authorised User of any law (including Privacy Laws).

12. Confidentiality

1. Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of this Agreement, save for such use or disclosure necessary and required to perform their respective obligations under this Agreement. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations.
2. In making disclosure to persons as permitted under this clause 12, the receiving party will ensure that persons receiving the disclosing party’s confidential information will comply with the same obligations regarding confidentiality as that of the receiving party. 
3. Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.
4. Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.

13. Privacy

1. You must, in connection with this Agreement:
   • ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws;
   • at all times comply with your obligations under applicable Privacy Laws; and
   • take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time
2. We are committed to protecting your privacy and personal information. Please see our Privacy Policy www.filenote.ai/privacy-security for further details about our practices relating to the collection, use, disclosure and storage of your personal information.

14. Termination

1. This Agreement will commence upon use of our services and will continue in force for the Plan Term (including any Renewed Term/s), unless terminated in accordance with this clause 14.
2. Your subscription continues for the period covered by the subscription fee paid or payable. At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the selected Plan. 
3. Subject to any Minimum Commitment, you may choose to terminate your Plan at any time (without cause) by either notifying the BLV Solutions by email or by cancelling directly through the payment provider (ie. Stripe). The termination will be effective as at the end of the current billing cycle.
4. We may terminate this Agreement (or at our discretion, the supply to you of the Services) immediately at our discretion.
5. Either party may terminate this Agreement immediately by giving written notice to the other party if:
   • the other party is in breach of this Agreement to a material extent and fails to remedy the breach within fourteen (14) days of being notified of the breach (if it is capable of being remedied); or
   • the other party is bankrupt, in a voluntary arrangement, in liquidation or receivership or has ceased business or threatened to cease business or is otherwise insolvent.
6. On termination of this Agreement for any reason, you will continue to have access to the Services until the end of the Subscription Term, including any Minimum Commitment (“Termination Period") and we will be entitled to the Subscription Fee incurred up until the end of the Termination Period.
7. No refund is due to you if you terminate your subscription or BLV Solutions terminates it in accordance with these terms.
8. We may (at our absolute discretion) refund the Subscription Fee for the Termination Period if you have been charged in error or if you are experiencing genuine hardship.
9. We will be entitled to payment for the Subscription Fee properly incurred up to the date of termination and during any applicable notice period, including any Minimum Commitment.
10. On the termination or expiry of this Agreement, you will return all of our confidential information, Provider IP, Developed IP and any other property belong to us in your possession, control or custody.

15. Data Retention

1. In the event that:
   • we terminate this Agreement, or restrict your or an Authorised Users access to the Services or Software (temporarily or permanently) due to breach, we agree that we will retain any data stored in the Software for a period of three (3) months from the data we notify you of a breach this Agreement; and 
   • you terminate this Agreement, we agree that we will retain any data stored in the Software for a period of three (3) months from the data you notify us of your wish to terminate our Services, 

(collectively, the “Retention Period”). 

2. During the Retention Period, we will maintain the data solely as a gesture of goodwill or for the purposes of investigating any breach or fulfilling any legal obligations. 
3. At the end of the Retention Period or as soon as practicable thereafter, we will delete the stored data which will no longer be recoverable, and we will have no responsibility for any loss and inability to retrieve such data. 
4. If after the Retention Period, we are legally compelled to retain the data for a longer period of time, we reserve such right but will only do so for as long as is legally necessary. 
5. We agree that we will take reasonable measures to protect any retained data during the Retention Period. 
6. We will not be liable for any damages, losses or liability arising out of the retention or deletion of data pursuant to this clause, except in the case of our gross negligence or wilful misconduct. 
7. For the avoidance of doubt, we do not retain any Customer Data post-processing. The processing environment is destroyed at the completion of each of the services described in clause 2, and any data referred to in this clause 15 does not include Customer Data.

16. Non-Solicitation

1. You will not attempt to employ, either directly or indirectly or as consultants, any of our Consultants during the term of this Agreement without our prior written consent. If you are in breach of this clause, we will be entitled to terminate this Agreement in accordance with clause 14.

17. Situations or events outside our reasonable control

1. There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Software and/or the Services (as applicable) as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue performing the Software and/or the Services.

18. Notices

1. Any notice required to be given pursuant to this Agreement will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in this Agreement (or to such other address as either party may from time to time notify the other in accordance with this clause).
2. A notice given under clause 18.1 will be deemed to have been delivered 24 hours after the email is sent.

19. Dispute Resolution

1. If a dispute arises in relation to this Agreement, a party (“Provider”) may give the other party (“Recipient”) a written notice adequately identifying the matters in dispute (“Dispute Notice”).
2. Within 14 days of the Provider giving a Dispute Notice, the parties must meet informally and attempt to resolve the dispute. If a resolution is not achieved within 21 days from the informal meeting, the Provider may give the Recipient written notice requiring the dispute to be referred to mediation (“Mediation Notice”). 
3. If a Mediation Notice is given, the parties will appoint a mediator in writing, or if the parties cannot agree on a mediator within 7 days of the Mediation Notice being served, a mediator will be appointed by the Chair of Resolution Institute or the Chair’s designated representative. The parties or their nominated representatives must attend any arranged mediation to attempt to resolve the dispute and unless otherwise agreed by the parties, the Resolution Institute Mediation Rules will apply to the mediation.
4. The costs of mediation will be shared equally by the parties unless otherwise agreed in writing.
5. If the dispute identified in the Mediation Notice is not resolved within 30 days of appointment of the mediator, either party may seek mediation again pursuant to this clause, with the parties agreeing that the mediator will make a binding resolution.
6. No party may commence litigation unless they have first complied with this clause, except where the party is seeking urgent interlocutory relief.
7. Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.
8. This clause 19 survives the termination or expiry of this Agreement.

20. General

1. The provisions of this Agreement that are capable of having effect after the termination or expiry of this Agreement will remain in full force and effect following the termination or expiry of this Agreement.
2. You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.
3. If either party chooses to waive or ignore a breach of the Agreement, this will not prevent that party from taking action in respect of the same type of breach at a future date. 
4. Nothing in this Agreement is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.
5. This Agreement, and the relationship between the parties contemplated by it, is not intended to be exclusive.
6. If any provision of this Agreement is held invalid or unenforceable, such provision will be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of this Agreement will continue in full force and effect.
7. This Agreement is governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
8. This Agreement may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument. 
9. This Agreement constitutes the entire agreement between the parties in respect of the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into this Agreement.