11. General provisions 11.1 Entire contract These Terms records the entire contract between the parties as to its subject matter and no term is implied into these Terms otherwise than as required by law.
11.2 Costs Each party must bear their own costs in relation to the negotiation, preparation and execution of these Terms and the use of RESO.
11.3 Notices 11.3.1 A notice must be in writing and signed by the party or their agent. It may be given by:
(a) email to the address last notified to all parties; or
(b) any other means allowed by Law.
11.3.2 A notice, if validly given, is taken to have been received:
(a) if sent by email and the sender does not receive a bounce message notifying the sender that the email has failed to be delivered during business hours, on the day the notice is sent and outside business hours, at 10.00 am on the next business day;
(b) at any other time allowed by Law.
11.3.3 Where two or more persons comprise a party, notice to one is effective notice to all.
11.4 Governing Law The Laws in South Australia govern these Terms. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of South Australia and any courts of appeal from them and waives any right to object to proceedings being brought in those courts. The courts of South Australia and any courts of appeal have the non-exclusive jurisdiction to hear and determine all issues within their powers which may arise under or in connection with this agreement.
11.5 GST 11.5.1 GST gross-up
Unless expressly stated otherwise in these Terms, all amounts payable or consideration to be provided under these Terms are exclusive of GST. If a party (‘supplier’) is required to pay GST in respect of a supply made under or in connection with (including by reason of a breach of) these Terms, the recipient of the supply must (in addition to any other payment for, or in connection with, the supply) pay to the supplier an amount equal to such GST at the same time as such payment is made.
(a) Terms used in these Terms which are defined in the GST Act have the meanings given to them in the GST Act.
(b) In this clause 11.5, a reference to a payment includes any payment of money and any form of consideration other than payment of money.
(c) In these Terms, all references to payments and obligations to make payments, including all references to compensation (including by way of reimbursement or indemnity), are, but for the operation of this clause 11.5, exclusive of GST.
11.6 Assignment Your rights and obligations under these Terms are personal and cannot be assigned by you without our prior consent. We may elect that a purported assignment by you without consent from the Company is void.
11.7 Survival Clauses 2.1, 2.5, 2.6, 2.7, 4.6, 4.7, 7, 8, 9, 10 and 11 survive termination, completion, rescission or other expiry of these Terms