Terms of Trade
Effectal Pty Ltd t/a Lamb Agency
Version 1.0, effective 26.10.2026
1. About these Terms
1.1 Who we are
In these Terms, we, us and our mean the entity named on the Quote or invoice for the Services, being either:
(a) Effectal Pty Ltd trading as Lamb Agency (ABN 95 600 058 759);
of Level 7, Suite 7, 141 Queen Street, Brisbane, Queensland 4000. The entity contracts only for the Services it quotes or invoices. You and your mean the person or business that requests, accepts or pays for the Services.
1.2 When these Terms apply
These Terms apply to all Services we provide to you, except Services covered by a Signed Agreement.
1.3 Signed Agreements take priority
Where we have a Signed Agreement with you, that agreement governs the Services it covers, and these Terms do not apply to those Services. Nothing in these Terms varies, adds to or limits a Signed Agreement. Where a Signed Agreement covers some of the Services we provide to you and not others, these Terms apply only to the others.
1.4 How you accept these Terms
You accept these Terms when you do any of the following, whichever happens first:
(a) accept a Quote, in writing or by email;
(b) pay a deposit or an invoice;
(c) ask us to start, continue or carry out any Services; or
(d) continue to receive or use ongoing Services, such as hosting, support or maintenance, after the date stated in a notice under clause 1.5.
1.5 Existing arrangements
Where we already provide Services to you under an arrangement that is not recorded in a Signed Agreement, we will give you written notice that these Terms apply. These Terms then apply to Services provided from the date stated in the notice, which will be at least thirty (30) days after the notice is given. Fees invoiced before that date remain payable on the terms that applied when they were invoiced.
1.6 Changes to these Terms
We may update these Terms by giving you at least thirty (30) days' written notice. Updated Terms apply only to Services requested or provided after the notice period ends. Work under a Quote you accepted before then continues under the Terms in force when you accepted it. If you do not agree to the updated Terms, you may end any ongoing Services by written notice before the notice period ends, without any early termination charge.
2. Definitions
Background IP: all materials, code, frameworks, templates, tools, methods and know-how owned or developed by us before or independently of the Services, including improvements to them.
Business Day: a day other than a Saturday, Sunday or public holiday in Brisbane, Queensland.
Deliverables: the outputs we create specifically for you as part of the Services.
Quote: a quote, proposal, estimate or scope of works we give you for Services, and any written variation to it.
Services: the website design, development, support, maintenance, hosting, digital and related services we provide to you.
Signed Agreement: a Master Services Agreement, Agency Services Agreement, Managed Platform Services Agreement, Managed Hosting Services Agreement, Statement of Work or other written agreement for Services signed by both you and us.
Standard Rates: our hourly rates for the relevant Services in force when the work is done, as set out in a Quote or otherwise notified to you in writing.
3. Quotes and Scope
3.1 Quotes
A Quote is valid for thirty (30) days from its date unless it says otherwise.
3.2 Estimates
Unless a Quote states a fixed price, its pricing is an estimate based on the information you gave us. If we expect to exceed the estimate by more than ten percent (10%), we will tell you before doing the additional work.
3.3 Additional work
We are only required to provide the Services described in the Quote. Work outside it, including changes to approved work, additional revision rounds and work caused by inaccurate or incomplete information, is additional work. We will not start additional work until you approve it in writing, and it is charged at our Standard Rates unless we quote it separately.
3.4 Time-based work
Work charged by time is recorded in fifteen (15) minute increments, rounded up. Planning, meetings, testing, coordination and communication count as time spent. Urgent or out-of-hours work may be charged at a higher rate, which we will confirm with you before starting.
4. Fees and Payment
4.1 Fees
You must pay the fees set out in the Quote or, for work charged by time, our Standard Rates.
4.2 GST
Unless stated otherwise, fees exclude GST. GST is added at the applicable rate.
4.3 Deposits
We may require a deposit before starting work. Work does not start until the deposit is paid.
4.4 Ongoing Services
Ongoing Services are invoiced in advance for each billing period unless we agree otherwise in writing. Unused time in a billing period does not roll over unless the Quote says it does.
4.5 Due date
Invoices must be paid by the due date shown on the invoice or, if no due date is shown, within fourteen (14) days of the invoice date. Time for payment is of the essence.
4.6 No set-off
You must pay all amounts without deduction, withholding, counterclaim or set-off, except as required by law.
4.7 Disputed invoices
If you dispute an invoice, you must tell us in writing within five (5) Business Days of receiving it, setting out the amount disputed and why, and pay the undisputed portion by the due date. We will work with you in good faith to resolve the disputed amount.
5. Late Payment and Recovery
5.1 Interest
Overdue amounts accrue interest at one percent (1%) per month, calculated daily from the due date until paid in full.
5.2 Suspension
If an amount remains overdue seven (7) days after we give you written notice of it, we may, until the overdue amount is paid:
(a) suspend any or all Services;
(b) withhold Deliverables that have not been paid for; and
(c) suspend hosted or managed services.
Fees for ongoing Services continue during a suspension. We are not liable for any loss or delay caused by a suspension under this clause.
5.3 Costs of recovery
If you do not pay an amount by its due date and we refer it to a debt collection agency or lawyer, you must pay us, on demand, the reasonable costs we incur in recovering it, including collection agency fees and commission, legal costs on an indemnity basis, and court filing and enforcement costs. These costs are payable in addition to the overdue amount and interest under clause 5.1.
5.4 Application of payments
We may apply any payment first to recovery costs, then to interest, then to the oldest unpaid invoice.
5.5 Reactivation
Restoring Services suspended under clause 5.2 may attract a reactivation fee reflecting the reasonable work involved. We will tell you the fee before restoring the Services.
5.6 Material breach
Failure to pay an undisputed amount by its due date is a material breach of these Terms.
6. Your Responsibilities
6.1 Materials and access
You must give us, on time, the content, materials, access, approvals, decisions and information we reasonably need to provide the Services.
6.2 Accuracy and rights
You warrant that everything you give us is accurate and lawful, and that you own it or have the right to let us use it. You indemnify us against third-party claims to the extent they arise from materials or instructions you give us.
6.3 Delays
Where delays or additional work arise because you have not met this clause 6, we may extend timelines and charge the additional work at our Standard Rates.
6.4 Authorised contact
You must nominate a contact authorised to give instructions and approvals. We may rely on instructions from that contact.
6.5 Backups and accounts
Unless a Quote says otherwise, you are responsible for keeping your own backups of your website and data, and for holding ownership of and administrative access to your domain names, third-party accounts and subscriptions.
7. Delivery, Review and Defects
7.1 Timelines
Any timeline we give you is an estimate and depends on you meeting clause 6 and on third parties performing.
7.2 Review
When a Deliverable is ready for review, you have fourteen (14) days to review it and tell us in writing of any way in which it does not match the Quote, with enough detail for us to reproduce the problem. Change requests, preferences and new requirements are additional work under clause 3.3.
7.3 Acceptance
A Deliverable is accepted on the earliest of:
(a) your written acceptance;
(b) the end of the review period in clause 7.2 without a notice under that clause; or
(c) the Deliverable going live or being used for business purposes.
7.4 Defects
If, within ninety (90) days after acceptance, you tell us in writing that a Deliverable does not materially match the Quote, we will fix it at no charge. This does not cover problems caused by changes made by you or others, third-party software, plugins, platforms or hosting not managed by us, your materials or instructions, or changes in browsers, devices or laws.
7.5 Consumer law
Nothing in these Terms excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law that cannot be excluded, restricted or modified.
8. Third-Party Services
8.1 No control
The Services may use or connect to third-party software, plugins, platforms, payment gateways, APIs and hosting providers. We do not control them and are not responsible for their availability, performance, security, pricing or changes.
8.2 Third-party terms and fees
You may need to accept the third party's terms. Licence and subscription fees are payable by you unless the Quote says otherwise.
8.3 Third-party changes
Work needed because of changes made by a third-party provider is additional work.
9. Hosting
9.1 Application
Hosting is provided by Fireworks Websites Pty Ltd trading as Burger Digital. This clause 9 applies where we host your website or application without a Managed Hosting Services Agreement.
9.2 Standard of hosting
We will take reasonable steps to keep the hosting environment secure and available, but we do not guarantee that hosting will be uninterrupted, error-free or immune from security incidents.
9.3 Your content
You are responsible for the content you host and for using the hosting lawfully. We may suspend hosting immediately, without liability, where reasonably necessary to protect the hosting environment or other customers or to comply with the law, and will tell you as soon as practicable.
9.4 End of hosting
When hosting ends, we will keep your hosted data for thirty (30) days and provide a copy on request. Preparing the copy is charged at our Standard Rates. After that period we may delete the data.
10. Intellectual Property
10.1 Background IP
We keep all rights in our Background IP. Where Background IP forms part of a Deliverable, we grant you a non-exclusive, perpetual, royalty-free licence to use it as part of that Deliverable.
10.2 Deliverables
Ownership of the intellectual property in a Deliverable passes to you when you have paid for it in full. Until then, we own it and you may use it for review and testing only, under a licence we may revoke if you do not pay.
10.3 Your materials
You keep ownership of the materials you give us, and you grant us a licence to use them to provide the Services.
10.4 Portfolio
We may show the Deliverables in our portfolio and marketing and name you as a client, unless you tell us in writing not to.
10.5 Third-party components
Third-party and open source components are licensed on their own terms.
11. Confidentiality and Privacy
11.1 Confidentiality
Each party must keep the other's confidential information confidential and use it only for the Services, except where disclosure is required by law or made to advisers bound by confidentiality. This obligation continues after the Services end.
11.2 Privacy
We handle personal information in accordance with the Privacy Act 1988 (Cth) and our privacy policy. You are responsible for your own compliance with privacy law, including privacy notices and consents for your website's users.
12. Liability
12.1 Non-excludable liability
Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including under the Australian Consumer Law.
12.2 Consumer guarantees
Where the Australian Consumer Law allows us to limit our liability for failure to comply with a consumer guarantee, our liability is limited, at our option, to supplying the Services again or paying the cost of having them supplied again.
12.3 Cap
Subject to clause 12.1, our total liability arising out of or in connection with the Services, whether in contract, tort (including negligence), statute or otherwise, is limited to the fees you paid us for the Services giving rise to the claim in the twelve (12) months before the claim arose.
12.4 Indirect loss
Subject to clause 12.1, we are not liable for loss of profit, revenue, business opportunity, goodwill, data or anticipated savings, or for any indirect or consequential loss.
12.5 Contribution
Our liability is reduced to the extent that you, or a third party not engaged by us, caused or contributed to the loss.
13. Ending the Services
13.1 Project work
You may cancel project work by written notice. You must pay for work done up to the date of cancellation at our Standard Rates, up to the Quote price, and for any third-party costs we have committed to and cannot recover.
13.2 Ongoing Services
Ongoing Services with no fixed term continue until either party ends them by giving at least thirty (30) days' written notice. Fees remain payable through the notice period. Ongoing Services with a fixed or minimum term set out in a Quote end as the Quote states.
13.3 Breach
Either party may end the Services by written notice if the other commits a material breach and does not remedy it within fourteen (14) days after receiving written notice requiring it to do so.
13.4 Insolvency
Either party may end the Services immediately by written notice if the other becomes insolvent, enters administration, liquidation or receivership, or ceases business.
13.5 Effect of ending
When Services end, all amounts owing for Services provided become immediately payable, and clauses 4, 5, 10, 11, 12, 14 and 15 continue to apply.
14. Disputes
14.1 Negotiation
A party with a dispute must give the other written notice of it. Senior representatives of both parties must then try in good faith to resolve it within ten (10) Business Days.
14.2 Mediation
If the dispute is not resolved, either party may refer it to mediation in Brisbane by a mediator appointed by the Resolution Institute before starting court proceedings. Each party bears its own costs of the mediation, and the mediator's fees are shared equally.
14.3 Exceptions
This clause 14 does not prevent either party from seeking urgent injunctive relief, or prevent us from recovering an overdue amount you have not disputed under clause 4.7, including by referring it to a collection agency or starting court proceedings.
15. General
15.1 Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not apply to an obligation to pay money.
15.2 Assignment
You may not assign your rights under these Terms without our written consent. We may assign them to a related entity or to a purchaser of our business by written notice to you.
15.3 Subcontracting
We may use subcontractors and remain responsible for their work.
15.4 Notices
Notices may be given by email to the address the recipient last used for the Services. An email notice is received when sent unless the sender receives a delivery failure message, and if sent after 5pm or on a day that is not a Business Day, it is received on the next Business Day.
15.5 Order of precedence
A Signed Agreement prevails over these Terms. Otherwise, a Quote prevails over these Terms for scope, price and timing only, and these Terms prevail on everything else.
15.6 Entire agreement
These Terms and any accepted Quote are the entire agreement between us for the Services they cover.
15.7 Severability and waiver
If any part of these Terms is invalid or unenforceable, it is severed and the rest continues to apply. A failure or delay in exercising a right is not a waiver of it.
15.8 Governing law
These Terms are governed by the laws of Queensland, Australia, and the parties submit to the exclusive jurisdiction of the courts of Queensland.
Terms of Trade
Effectal Pty Ltd t/a Lamb Agency
Version 1.0, effective 26.10.2026
1. About these Terms
1.1 Who we are
In these Terms, we, us and our mean the entity named on the Quote or invoice for the Services, being either:
(a) Effectal Pty Ltd trading as Lamb Agency (ABN 95 600 058 759);
of Level 7, Suite 7, 141 Queen Street, Brisbane, Queensland 4000. The entity contracts only for the Services it quotes or invoices. You and your mean the person or business that requests, accepts or pays for the Services.
1.2 When these Terms apply
These Terms apply to all Services we provide to you, except Services covered by a Signed Agreement.
1.3 Signed Agreements take priority
Where we have a Signed Agreement with you, that agreement governs the Services it covers, and these Terms do not apply to those Services. Nothing in these Terms varies, adds to or limits a Signed Agreement. Where a Signed Agreement covers some of the Services we provide to you and not others, these Terms apply only to the others.
1.4 How you accept these Terms
You accept these Terms when you do any of the following, whichever happens first:
(a) accept a Quote, in writing or by email;
(b) pay a deposit or an invoice;
(c) ask us to start, continue or carry out any Services; or
(d) continue to receive or use ongoing Services, such as hosting, support or maintenance, after the date stated in a notice under clause 1.5.
1.5 Existing arrangements
Where we already provide Services to you under an arrangement that is not recorded in a Signed Agreement, we will give you written notice that these Terms apply. These Terms then apply to Services provided from the date stated in the notice, which will be at least thirty (30) days after the notice is given. Fees invoiced before that date remain payable on the terms that applied when they were invoiced.
1.6 Changes to these Terms
We may update these Terms by giving you at least thirty (30) days' written notice. Updated Terms apply only to Services requested or provided after the notice period ends. Work under a Quote you accepted before then continues under the Terms in force when you accepted it. If you do not agree to the updated Terms, you may end any ongoing Services by written notice before the notice period ends, without any early termination charge.
2. Definitions
Background IP: all materials, code, frameworks, templates, tools, methods and know-how owned or developed by us before or independently of the Services, including improvements to them.
Business Day: a day other than a Saturday, Sunday or public holiday in Brisbane, Queensland.
Deliverables: the outputs we create specifically for you as part of the Services.
Quote: a quote, proposal, estimate or scope of works we give you for Services, and any written variation to it.
Services: the website design, development, support, maintenance, hosting, digital and related services we provide to you.
Signed Agreement: a Master Services Agreement, Agency Services Agreement, Managed Platform Services Agreement, Managed Hosting Services Agreement, Statement of Work or other written agreement for Services signed by both you and us.
Standard Rates: our hourly rates for the relevant Services in force when the work is done, as set out in a Quote or otherwise notified to you in writing.
3. Quotes and Scope
3.1 Quotes
A Quote is valid for thirty (30) days from its date unless it says otherwise.
3.2 Estimates
Unless a Quote states a fixed price, its pricing is an estimate based on the information you gave us. If we expect to exceed the estimate by more than ten percent (10%), we will tell you before doing the additional work.
3.3 Additional work
We are only required to provide the Services described in the Quote. Work outside it, including changes to approved work, additional revision rounds and work caused by inaccurate or incomplete information, is additional work. We will not start additional work until you approve it in writing, and it is charged at our Standard Rates unless we quote it separately.
3.4 Time-based work
Work charged by time is recorded in fifteen (15) minute increments, rounded up. Planning, meetings, testing, coordination and communication count as time spent. Urgent or out-of-hours work may be charged at a higher rate, which we will confirm with you before starting.
4. Fees and Payment
4.1 Fees
You must pay the fees set out in the Quote or, for work charged by time, our Standard Rates.
4.2 GST
Unless stated otherwise, fees exclude GST. GST is added at the applicable rate.
4.3 Deposits
We may require a deposit before starting work. Work does not start until the deposit is paid.
4.4 Ongoing Services
Ongoing Services are invoiced in advance for each billing period unless we agree otherwise in writing. Unused time in a billing period does not roll over unless the Quote says it does.
4.5 Due date
Invoices must be paid by the due date shown on the invoice or, if no due date is shown, within fourteen (14) days of the invoice date. Time for payment is of the essence.
4.6 No set-off
You must pay all amounts without deduction, withholding, counterclaim or set-off, except as required by law.
4.7 Disputed invoices
If you dispute an invoice, you must tell us in writing within five (5) Business Days of receiving it, setting out the amount disputed and why, and pay the undisputed portion by the due date. We will work with you in good faith to resolve the disputed amount.
5. Late Payment and Recovery
5.1 Interest
Overdue amounts accrue interest at one percent (1%) per month, calculated daily from the due date until paid in full.
5.2 Suspension
If an amount remains overdue seven (7) days after we give you written notice of it, we may, until the overdue amount is paid:
(a) suspend any or all Services;
(b) withhold Deliverables that have not been paid for; and
(c) suspend hosted or managed services.
Fees for ongoing Services continue during a suspension. We are not liable for any loss or delay caused by a suspension under this clause.
5.3 Costs of recovery
If you do not pay an amount by its due date and we refer it to a debt collection agency or lawyer, you must pay us, on demand, the reasonable costs we incur in recovering it, including collection agency fees and commission, legal costs on an indemnity basis, and court filing and enforcement costs. These costs are payable in addition to the overdue amount and interest under clause 5.1.
5.4 Application of payments
We may apply any payment first to recovery costs, then to interest, then to the oldest unpaid invoice.
5.5 Reactivation
Restoring Services suspended under clause 5.2 may attract a reactivation fee reflecting the reasonable work involved. We will tell you the fee before restoring the Services.
5.6 Material breach
Failure to pay an undisputed amount by its due date is a material breach of these Terms.
6. Your Responsibilities
6.1 Materials and access
You must give us, on time, the content, materials, access, approvals, decisions and information we reasonably need to provide the Services.
6.2 Accuracy and rights
You warrant that everything you give us is accurate and lawful, and that you own it or have the right to let us use it. You indemnify us against third-party claims to the extent they arise from materials or instructions you give us.
6.3 Delays
Where delays or additional work arise because you have not met this clause 6, we may extend timelines and charge the additional work at our Standard Rates.
6.4 Authorised contact
You must nominate a contact authorised to give instructions and approvals. We may rely on instructions from that contact.
6.5 Backups and accounts
Unless a Quote says otherwise, you are responsible for keeping your own backups of your website and data, and for holding ownership of and administrative access to your domain names, third-party accounts and subscriptions.
7. Delivery, Review and Defects
7.1 Timelines
Any timeline we give you is an estimate and depends on you meeting clause 6 and on third parties performing.
7.2 Review
When a Deliverable is ready for review, you have fourteen (14) days to review it and tell us in writing of any way in which it does not match the Quote, with enough detail for us to reproduce the problem. Change requests, preferences and new requirements are additional work under clause 3.3.
7.3 Acceptance
A Deliverable is accepted on the earliest of:
(a) your written acceptance;
(b) the end of the review period in clause 7.2 without a notice under that clause; or
(c) the Deliverable going live or being used for business purposes.
7.4 Defects
If, within ninety (90) days after acceptance, you tell us in writing that a Deliverable does not materially match the Quote, we will fix it at no charge. This does not cover problems caused by changes made by you or others, third-party software, plugins, platforms or hosting not managed by us, your materials or instructions, or changes in browsers, devices or laws.
7.5 Consumer law
Nothing in these Terms excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law that cannot be excluded, restricted or modified.
8. Third-Party Services
8.1 No control
The Services may use or connect to third-party software, plugins, platforms, payment gateways, APIs and hosting providers. We do not control them and are not responsible for their availability, performance, security, pricing or changes.
8.2 Third-party terms and fees
You may need to accept the third party's terms. Licence and subscription fees are payable by you unless the Quote says otherwise.
8.3 Third-party changes
Work needed because of changes made by a third-party provider is additional work.
9. Hosting
9.1 Application
Hosting is provided by Fireworks Websites Pty Ltd trading as Burger Digital. This clause 9 applies where we host your website or application without a Managed Hosting Services Agreement.
9.2 Standard of hosting
We will take reasonable steps to keep the hosting environment secure and available, but we do not guarantee that hosting will be uninterrupted, error-free or immune from security incidents.
9.3 Your content
You are responsible for the content you host and for using the hosting lawfully. We may suspend hosting immediately, without liability, where reasonably necessary to protect the hosting environment or other customers or to comply with the law, and will tell you as soon as practicable.
9.4 End of hosting
When hosting ends, we will keep your hosted data for thirty (30) days and provide a copy on request. Preparing the copy is charged at our Standard Rates. After that period we may delete the data.
10. Intellectual Property
10.1 Background IP
We keep all rights in our Background IP. Where Background IP forms part of a Deliverable, we grant you a non-exclusive, perpetual, royalty-free licence to use it as part of that Deliverable.
10.2 Deliverables
Ownership of the intellectual property in a Deliverable passes to you when you have paid for it in full. Until then, we own it and you may use it for review and testing only, under a licence we may revoke if you do not pay.
10.3 Your materials
You keep ownership of the materials you give us, and you grant us a licence to use them to provide the Services.
10.4 Portfolio
We may show the Deliverables in our portfolio and marketing and name you as a client, unless you tell us in writing not to.
10.5 Third-party components
Third-party and open source components are licensed on their own terms.
11. Confidentiality and Privacy
11.1 Confidentiality
Each party must keep the other's confidential information confidential and use it only for the Services, except where disclosure is required by law or made to advisers bound by confidentiality. This obligation continues after the Services end.
11.2 Privacy
We handle personal information in accordance with the Privacy Act 1988 (Cth) and our privacy policy. You are responsible for your own compliance with privacy law, including privacy notices and consents for your website's users.
12. Liability
12.1 Non-excludable liability
Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including under the Australian Consumer Law.
12.2 Consumer guarantees
Where the Australian Consumer Law allows us to limit our liability for failure to comply with a consumer guarantee, our liability is limited, at our option, to supplying the Services again or paying the cost of having them supplied again.
12.3 Cap
Subject to clause 12.1, our total liability arising out of or in connection with the Services, whether in contract, tort (including negligence), statute or otherwise, is limited to the fees you paid us for the Services giving rise to the claim in the twelve (12) months before the claim arose.
12.4 Indirect loss
Subject to clause 12.1, we are not liable for loss of profit, revenue, business opportunity, goodwill, data or anticipated savings, or for any indirect or consequential loss.
12.5 Contribution
Our liability is reduced to the extent that you, or a third party not engaged by us, caused or contributed to the loss.
13. Ending the Services
13.1 Project work
You may cancel project work by written notice. You must pay for work done up to the date of cancellation at our Standard Rates, up to the Quote price, and for any third-party costs we have committed to and cannot recover.
13.2 Ongoing Services
Ongoing Services with no fixed term continue until either party ends them by giving at least thirty (30) days' written notice. Fees remain payable through the notice period. Ongoing Services with a fixed or minimum term set out in a Quote end as the Quote states.
13.3 Breach
Either party may end the Services by written notice if the other commits a material breach and does not remedy it within fourteen (14) days after receiving written notice requiring it to do so.
13.4 Insolvency
Either party may end the Services immediately by written notice if the other becomes insolvent, enters administration, liquidation or receivership, or ceases business.
13.5 Effect of ending
When Services end, all amounts owing for Services provided become immediately payable, and clauses 4, 5, 10, 11, 12, 14 and 15 continue to apply.
14. Disputes
14.1 Negotiation
A party with a dispute must give the other written notice of it. Senior representatives of both parties must then try in good faith to resolve it within ten (10) Business Days.
14.2 Mediation
If the dispute is not resolved, either party may refer it to mediation in Brisbane by a mediator appointed by the Resolution Institute before starting court proceedings. Each party bears its own costs of the mediation, and the mediator's fees are shared equally.
14.3 Exceptions
This clause 14 does not prevent either party from seeking urgent injunctive relief, or prevent us from recovering an overdue amount you have not disputed under clause 4.7, including by referring it to a collection agency or starting court proceedings.
15. General
15.1 Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not apply to an obligation to pay money.
15.2 Assignment
You may not assign your rights under these Terms without our written consent. We may assign them to a related entity or to a purchaser of our business by written notice to you.
15.3 Subcontracting
We may use subcontractors and remain responsible for their work.
15.4 Notices
Notices may be given by email to the address the recipient last used for the Services. An email notice is received when sent unless the sender receives a delivery failure message, and if sent after 5pm or on a day that is not a Business Day, it is received on the next Business Day.
15.5 Order of precedence
A Signed Agreement prevails over these Terms. Otherwise, a Quote prevails over these Terms for scope, price and timing only, and these Terms prevail on everything else.
15.6 Entire agreement
These Terms and any accepted Quote are the entire agreement between us for the Services they cover.
15.7 Severability and waiver
If any part of these Terms is invalid or unenforceable, it is severed and the rest continues to apply. A failure or delay in exercising a right is not a waiver of it.
15.8 Governing law
These Terms are governed by the laws of Queensland, Australia, and the parties submit to the exclusive jurisdiction of the courts of Queensland.