Clearhead Provider Terms of Use

These Terms apply to your use of, and access to, the Clearhead Platform as a Provider providing the Services. By setting up a Provider Account, you have confirmed that you agree to these Terms.

If you set up a Provider Account on behalf of another person or entity, you confirm that you are authorised to do so, such that, by agreeing to these Terms on that person or entity’s behalf, that person or entity is bound by these Terms as if they had set up the Provider Account themselves.

Where you will be providing Services through the Clearhead Platform outside of New Zealand, the relevant Overseas Terms in Schedule 2 and your local laws will apply to your use of the Clearhead Platform.

We will provide the Clearhead Platform in accordance with these Terms, our Privacy Policy and New Zealand law and in doing so will;

exercise reasonable care, skill and diligence;

use suitably skilled, experienced and qualified personnel; and

comply with all applicable laws (including, but not limited to, data security and privacy laws).

As part of our provision of the Clearhead Platform, we will:

Provide an online platform on which you are entitled to create public profiles for the purpose of marketing the availability of you or your Personnel to provide the Services. The platform will include functionality for our users to easily search and request therapy appointments from you based on the availability provided.

Provide an online platform to ensure that you or your administrative team will have access to manage each profile and client referrals received. You will need to use the Clearhead Platform to either accept or decline client referrals sent to you.

Both parties acknowledge that our provision of the Clearhead Platform to you is non-exclusive. Nothing in these Terms prevents us from providing the Clearhead Platform to any other person.

We acknowledge that nothing in these Terms requires you to provide any particular volume of Services and you are entitled not to accept referrals from Clearhead or engagements through the Clearhead Platform in your sole discretion.

Subject to clause 2.6, we will make reasonable efforts to ensure the Clearhead Platform is available on a 24/7 basis. However, it is possible that on occasion the Clearhead Platform may be unavailable due to maintenance, updates or other development activity, or in the event of Force Majeure. We will use reasonable efforts to notify you of any Clearhead Platform unavailability in advance by email or a notification banner on the website.

Through the use of web services and Application Programming Interfaces (APIs), the Clearhead Platform interoperates with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

You agree to communicate any difficulties encountered on the Clearhead Platform to us as soon as reasonably practical following detection.

We are responsible for procuring all licences, authorisations and consents required for Clients to use the Clearhead Platform, including to use, store and input data, content and information (including Personal Information) into, and process and distribute Data through, the Clearhead Platform.

By registering as a Provider, you confirm and warrant to us that:

you or your Personnel who provide the Services are each a professional actively registered with a relevant professional body for the Services you deliver or promote through Clearhead (Registered Professional Provider);

you or your Personnel who provide the Services will comply with their professional obligations as required by the relevant professional body for the Services they deliver; and

you or your Personnel who provide the Services hold adequate and current professional indemnity insurance covering your liability in respect of the provision of the Services.

If, at any time you or your Personnel (as applicable):

cease to be a Registered Professional Provider;

no longer hold adequate and/or current professional indemnity insurance;

receive a formal complaint about you or your services from a relevant professional body; or

are the subject of a criminal investigation,

you must inform us of this and cease using the Clearhead Platform immediately. We may then immediately terminate your access to and use of the Clearhead Platform and/or require that you no longer use the relevant Personnel in the provision of the Services.

If you use, or continue to use, the Clearhead Platform in circumstances where you do not meet criteria as outlined in clause 3.1, then you fully indemnify us for any liability, loss, damage or cost suffered by us (including as a result of a claim from any third party) as a result of such actions.

We may, at any time, request evidence from you that you meet criteria as outlined in clause 3.1. Upon such request, you must promptly provide us with the material requested.

Where your Provider Account will be used by Permitted Users to provide the Services, you must ensure that each Permitted User complies fully with these Terms (including the criteria set out in clause 3.1 and acknowledge that in the event of your failure to do so, you will be solely liable for any breach committed by such Permitted Users.

You must keep your Provider Account login details secure and notify us immediately of any known or suspected unauthorised use of your account and keep us updated on any action taken by you in respect of such an incident. You will be solely liable for any breach, damage or loss resulting from unauthorised access to your Provider Account arising for your failure to comply with this clause.

When providing the Services, you must:

at all times, comply with any and all professional obligations, codes of conduct or ethics guidelines relevant to your status as a Registered Professional Provider (including, but not limited to, obligations of client privacy and confidentiality, record keeping, consumer rights, and where applicable regular clinical supervision);

use the Clearhead Platform in accordance with these Terms solely for the provision of the Services;

not resell or make available the Clearhead Platform to any third party, or otherwise commercially exploit the Clearhead Platform; and

comply with all applicable laws (including, but not limited to, data security and privacy laws) as relevant to all Data, including health data and information provided or shared between you and us, and between Clients and you.

When accessing the Clearhead Platform and providing the Services, you must:

not impersonate another person or misrepresent authorisation to act on behalf of others or us;

correctly identify the sender of all electronic transmissions;

not attempt to undermine the security or integrity of the Underlying Systems;

not intentionally or negligently use, or misuse, the Clearhead Platform in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Clearhead Platform;

not attempt to view, access or copy any material or data other than:

that which you are authorised to access; and

to the extent necessary for you to use the Clearhead Platform in accordance with these Terms; and

neither use the Clearhead Platform in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

Subject to clause 2.8, you are responsible for procuring all licences, authorisations and consents required for you and your Permitted Users to use the Clearhead Platform, including to use, store and input Data into, and process and distribute Data through, the Clearhead Platform.

When providing services booked through the Clearhead platform, you willcomply withClearhead's cancellation policy, which can be found at https://support.myclearhead.com/help/clearhead-s-client-cancellation-policy

When providing services booked through the Clearhead platform, such as EAP sessions, you will at no time attempt to contact the employer or any related third party to request for session extensions, payment for services delivered, or to promote your own services.Contact with the employer should be limited to matters of case management and if in doubt at any time, you should reach out to Clearhead to check.

You may be required to provide Feedback (in a feedback form provided by us) at the conclusion of Services provided for each client case. You will only be required to provide Feedback where and to the extent you are legally permitted to do so, and doing so would not breach any other professional obligation you hold (including obligations of confidentiality).

You acknowledge that we may also request Feedback from Clients regarding the Services you have provided, provided that such requests are made in compliance with all applicable laws.

We may use Feedback to improve our matching of Clients to Providers and to internally assess the performance of our Providers in order to maintain our quality standards.

We will treat all Feedback as confidential and shall only share it with the relevant parties when consent is granted.

If we receive negative Feedback from Clients (on one or more occasions) regarding your performance of the Services, we may issue you a notice stating as such (Performance Notice).

Upon your receipt of a Performance Notice, you shall have 5 Business Days to respond to us regarding the negative Feedback or such longer period as agreed between the parties.

If no reply is received from you within 5 Business Days, or, in the case of material negative Feedback that would materially adversely affect our business, we do not find the response satisfactory to address the negative Feedback (at our sole discretion), then we reserve the right to terminate your access to and use of the Clearhead Platform.

You acknowledge that we may require access to the Data to exercise our rights and perform our obligations under these Terms; and

to the extent that this is necessary but subject to clause 9, we may authorise a member or members of our personnel to access the Data for this purpose.

You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 5.1.

You acknowledge and agree that:

subject to the Privacy Policy and all applicable law, we may only access and use the Data in the following manner and for the following purposes:

use Data and information about our Providers and Clients’ use of the Clearhead Platform and your provision of the Services to generate anonymised, non-identifiable, and aggregated data (Analytical Data); and

use Analytical Data for our internal research and product development purposes to generate insights and improve the Clearhead Platform, Underlying Systems and Services; and

supply Analytical Data that is non-identifiable as part of our reporting obligations to third parties;

subject to the Privacy Policy and all applicable law, our rights under clause 5.4 above will survive termination of expiry of the Agreement; and

title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Clearhead Platform, we are acting as your agent for the purposes of the Privacy Act 2020 and any other applicable privacy law.You must obtain all necessary consents from your Personnel to enable us to collect, use, hold and process that information in accordance with these Terms. We will treat all personal information contained in any Data in accordance with our Privacy Policy.

While we will take standard industry measures to back up all Data stored using the Clearhead Platform, you agree to keep a separate back-up copy of all Data uploaded by you onto the Clearhead Platform.

You agree that we may store Data (including any personal information) in secure servers outside Australia and New Zealand as long as it complies with all applicable local laws and regulations. We may access that Data in New Zealand from time to time in accordance with these Terms.

You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of any third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

All Fees payable by you and to you relating to the provision of the Service and the means of payment are set out in Schedule 1 – Fees, and you must invoice the relevant Fees and we must pay the relevant Fees in accordance with that Schedule.

Where a Client is required to make payment of the Fees to you directly, we shall not be held liable for their failure to pay you any applicable Fees. Non-payment of Fees by a Client does not absolve you of any liability to pay any Fees to us for Services rendered to such Client (if any).

Nothing in these Terms will affect the ownership of any Intellectual Property Rights belonging to a party and in existence prior to the date that these Terms become binding upon you.

Subject to clause 7.3, title to, and all Intellectual Property Rights in the Clearhead Platform and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property.You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Clearhead Platform.

If you provide us with ideas, comments or suggestions relating to the Clearhead Platform or Underlying Systems (together User Feedback):

all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and

we may use or disclose these for any purpose.

You acknowledge that the Clearhead Platform may link to third party websites but this does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

Each party must, unless it has the prior written consent of the other party:

refrain from disclosing or making any public announcement in relation to the fact or existence of these Terms or the obligations of the parties under these Terms (other than to the extend expressly contemplated by these Terms);

keep confidential at all times the Confidential Information of the other party;

effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and

disclose the other party’s Confidential Information to its Personnel or professional advisors on a need to know basis only and, in that case, ensure that any Personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 8.1a to 8.1c.

The obligation of confidentiality in clause 8.1 does not apply to any disclosure or use of Confidential Information:

for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;

required by law or regulation (including under the rules of any stock exchange);

which is publicly available through no fault of the recipient of the Confidential Information or its Personnel; or

which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality.

by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 8.

Each party warrants as at the date of these Terms, or in your case, the date that you become bound by these Terms, and each date thereafter for the Term, that:

it has full power and authority to enter into, and perform its obligations under, these Terms;

it is a validly incorporated body corporate; and

the execution and performance by it of this document does not, to the best of its knowledge and belief, breach in any material respect a provision of:

its constituent documents;

law or treaty or a judgment, ruling, order or decree of a government agency binding on it; or

any other document or agreement which is binding on it or its assets.

To the maximum extent permitted by law:

our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to NZD1,000; and

we make no representation concerning the quality of the Clearhead Platform and do not promise that the Clearhead Platform will:

meet your requirements or be suitable for a particular purpose, including that the use of the Clearhead Platform will fulfil or meet any statutory role or responsibility you may have; or

be secure, free of viruses or other harmful code, uninterrupted or error free.

You agree and represent that you are using the Clearhead Platform, and accepting these Terms, for the purpose of trade. The parties agree that:

to the maximum extent permissible by law, the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Clearhead Platform or these Terms; and

it is fair and reasonable that the parties are bound by this clause 9.3

Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

supplying the Clearhead Platform again; and/or

paying the costs of having the Clearhead Platform supplied again.

Our maximum aggregate liability under or in connection with these Terms or relating to the Clearhead Platform, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed NZD1,000.The cap in this clause 10.1 includes the cap set out in clause 9.2a.

Neither party is liable to the other under or in connection with these Terms or the Clearhead Platform for any:

loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or

consequential, indirect, incidental or special damage or loss of any kind.

Clauses 10.1 and 10.2 do not apply to limit our liability under or in connection with these Terms for:

personal injury or death;

fraud or wilful misconduct; or

a breach of clause 8.

Clause 10.2 does not apply to limit your liability:

to pay the Fees;

under the indemnities in clause 3.3 and 5.8; or

for those matters stated in clause 10.3a to 10.3c.

Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its Personnel.

Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms, use of the Clearhead Platform and/or the provision of the Services.

Unless terminated under this clause 12, these Terms and your right to access and use the Clearhead Platform:

starts on the Start Date; and

continues until a party giving at least 30 days’ written notice that it wishes to terminate these Terms on the expiry of that notice.

We may terminate these Terms and your access to and use of the Clearhead Platform immediately in the circumstances contemplated in clause 5.7.

Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Clearhead Platform if the other party:

breaches any material provision of these Terms and the breach is not:

remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or

capable of being remedied; or

becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

On termination of these Terms, the parties must pay all relevant Fees incurred prior to the effective date of that termination.

No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.

Except to the extent that a party has ongoing rights to use Confidential Information under these terms or at law (including the rules of any recognised stock exchange), at the other party’s request following termination of these Terms but subject to clause 12.9, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

At any time prior to one month after the date of termination, you may request:

a copy of any Data stored using the Clearhead Platform, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Data in a common electronic form; and/or

deletion of the Data stored using the Clearhead Platform, in which case we will promptly delete that Data.

To avoid doubt, we are not required to comply with clause 12.9a to the extent that you have previously requested deletion of the Data.

Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Clearhead Platform and/or delete, edit or remove the relevant Data if we consider that you or any of your Personnel have:

undermined, or attempted to undermine, the security or integrity of the Clearhead Platform or any Underlying Systems;

used, or attempted to use, the Clearhead Platform:

for improper purposes not contemplated by these Terms; or

in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Clearhead Platform;

transmitted, inputted or stored any Data that breaches or is likely to breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or may be Objectionable, incorrect or misleading; or

otherwise materially breached these Terms.

We will make reasonable efforts to ensure the Clearhead Platform is available on a 24/7 basis but may suspend access to the Clearhead Platform:

to carry out maintenance;

to carry out modifications or updates to the Clearhead Platform;

to preserve data and integrity;

in the event of a security breach; or

in the event of server malfunction(s);

We also reserve the right to terminate or suspend access to the Clearhead Platform indefinitely and without refund or compensation in the event that you have used the Clearhead Platform or appear to be intending to use in a manner reasonably deemed inappropriate by us, or which breaches the terms of this Agreement.

We will not be liable to you, your officers, employees, contractors or agents or any third party whatsoever as a result of taking action referred to in Clause 11.10 and 11.11 where such action is taken on a view which is formed on a reasonable basis by us.

Providing we do not terminate this Agreement without just cause, you will not for twelve months beginning after termination of this Agreement (for whatever reason), engage with any of the following parties whom you have at any time during the twelve months preceding such termination had dealings:

directly or indirectly, alone or with any other person, approach to provide or offer to arrange Similar Services to or try to persuade any Client to end or limit their relationships with Clearhead;

directly or indirectly, alone or with any other person, approach or solicit any of Clearhead's Registered Professional Providers, or try to persuade them to end or limit their relationships with Clearhead to provide Similar Services for you or any other person or entity on whose behalf you are acting.

directly or indirectly, alone or with any other person, approach, employ, engage, induce or otherwise try to take away any of Clearhead's director, manager, employee, contractor of the other party to work in the first party’s business.

These Terms do not require you to provide Services exclusively to Clearhead and you are able to remain engaged as a provider in an enterprise which provides Similar Services as long as you meet the criteria outlined in clause 12.1.

If the parties are unable to agree on any matter under these Terms either of them may give written notice to the other stating details of the matter in dispute and requiring that the matter be resolved by a meeting between the parties.

The parties must meet in good faith to seek to resolve any area of dispute within 10 Business Days of the receipt of notice of a dispute under these Terms.

If the parties cannot resolve the dispute within 14 Business Days of the initial meeting held in accordance with clause 13.2, either party may refer the dispute to mediation established in accordance with local legislation.

The parties to the dispute are entitled to be represented by a qualified legal practitioner at any such mediation.

The parties agree to meet the costs of their own representation and to share equally in the costs incurred by the mediation being conducted.

Pending determination of any dispute under these Terms the parties agree to continue to perform all their obligations under these Terms.

This clause shall not prohibit a party from seeking urgent interlocutory relief from the Courts if that party will incur irreparable harm if not permitted to do so.

This clause applies if a party is or becomes liable to pay GST in relation to any Supply under these Terms (a Taxable Supply).

The party providing the Supply (the Supplier) must issue an invoice or invoices to the payee for the amount of GST referable to any Taxable Supply, such amount to be calculated by multiplying the value of the Taxable Supply by the rate of the GST.

In addition to the other consideration payable by the payee to the Supplier, the payee must pay the amount of GST specified in the invoice (without deduction or set-off of any other amount) to the Supplier at the same time as the other consideration under these Terms is payable. GST shall be payable by the payee to the Supplier on the same basis as the other consideration payable by the payee under these Terms. The payee will not make payment until an invoice is issued.

If the payee makes default in the payment on the due date of any amount payable pursuant to this clause 15 then, without prejudice to any other remedies of the Supplier, the payee shall pay to the Supplier upon demand an amount equal to the amount of any additional GST that shall become chargeable to the Supplier.

In this clause 14, the following terms have the following meaning:

GST means the same as in the same as in the GST Law and any amounts imposed as additional tax, penalty tax, fine, interest or other charge payable in respect of GST as defined in the GST Law.

GST Law means means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Invoice means a tax invoice under the GST Law.

Supply means the same as in the GST Law.

Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

No person other than you and us has any right to a benefit under, or to enforce, these Terms.

For us to waive a right under these Terms, that waiver must be in writing and signed by us.

You are our independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

If we need to contact you, we may do so by email or by posting a notice on the Clearhead Platform. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing [email protected]. Either party may update their contact details by notice in writing to the other party.

These Terms, and any dispute relating to these Terms or the Clearhead Platform, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Clearhead Platform.

Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 5.7, 8, 9 10, 11.5 to 11.9, 12 and 15.6, continue in force.

If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

Any variation to these Terms must be in writing and signed by both parties.

These Terms set out everything agreed by the parties relating to the Clearhead Platform, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Clearhead Platform that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause 15.10.

You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

Interpretation:

including and similar words do not imply any limit;

a party includes that party’s permitted assigns;

a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;

words in the singular include the plural and vice versa; and

a reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

Where a Client engages directly with you via the Clearhead Platform, you will invoice the Client directly for the Services provided at such rates as may be determined by you in your sole discretion.

Where a Client engages with you via an Employer Subscription (EAP), you will use Clearhead's provider portal to send an invoice for the Services completed to us directly.

Your service charges will be determined by you in your sole discretion, however the rates needs to be documented in your Clearhead profile. In some cases, Clearhead will have a pre-set limit that will apply and you can choose not to engage in delivering the service should the fee be not within your accepted range.

The 10% referral fee will apply for every Clearhead referrals accepted and will be automatically added to the Clearhead generated invoice.

If you are GST registered, your GST information will need to be documented in your Clearhead profile.

All invoices will be payable within 15 working days on receipt of the invoice.

Part A – Australian Terms

The Terms are amended as follows:

Delete the following terms and replace as follows:

references to “New Zealand law” are replaced with references to “Australian law”

Governing law: Delete clause 15.6 and replace with the following:

these Terms will be governed by and construed in accordance with the laws of the state of New South Wales (NSW) and the Commonwealth of Australia, and references to New Zealand law shall be replaced with references to the courts of that State and Commonwealth of Australia.

each of the parties submits to the non-exclusive jurisdiction of the courts of that State and Commonwealth of Australia.

Currency: References to NZD shall be revised to Australian Dollars (AUD), exclusive of any value-added tax.