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Terms and Conditions

About the Website

Thank you for visiting www.ehaustrallia.com (Website). The Website is operated by Empowered Health Australia Pty Ltd (ABN 89 660 133 960) (EHA). Access to and use of the Website, or any of its associated products, is provided by EHA. The Website is a peer-to-peer marketplace that provides the Members (as defined in clause 2.4) with an opportunity to facilitate interactions between:

  • individuals or organisations (Providers) who provide health and support services, and may include those services under the National Disability Insurance Scheme or regulated by the National Disability Insurance Agency (NDIA) (collectively referred to as the Services); and
  • individuals or organisations who wish to engage the Providers to provide the Services (Participants), and collectively, the facilitation of the Providers and the Participants with respect to the Services is referred to as the EHA Services.

Please read the terms and conditions (Terms) carefully. The Terms consist of the following parts:

  • General Provision in Clauses 1 to 4, which apply to both the Providers and Participants;
  • Part A – Provider Terms, which apply to the Providers;
  • Part B – Participant Terms, which apply to the Participants; and
  • Part C – General Terms, which apply to both the Providers and Participants.

By using, browsing and/or signing up for use of the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website immediately.

EHA reserves the right to review and change any of the Terms by updating this page at its sole discretion. When EHA updates the Terms, it will use reasonable endeavours to provide you with notice of same. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

1. Registration

1.1. In order to access EHA Services, you are required to register for an account with EHA (Account).

1.2. As part of the registration process, or as part of your continued use of EHA Services, you will be required to provide personal information about yourself (such as identification or contact details). You will also be requested to provide EHA with:

  • an email address and/or preferred username; and
  • password.

1.3. You agree that any registration information you give to EHA will always be accurate, complete and up to date.

1.4. Once you have completed the registration process you will be a registered member (Member) and agree to be bound by the Terms.

1.5. You may not use EHA Services and may not accept the Terms if:

  • (a) you are not of legal age to form a binding contract with EHA; or
  • (b) you are not a resident of Australia; or
  • (c) you are a person barred from receiving EHA Services under the laws of Australia or any other countries.

1.6. By registering for the Account or using EHA Services, you represent and warrant to EHA that:

  • (a) you have reached the legal age in your jurisdiction;
  • (b) you have the right, authority and capacity to agree to and abide by the Terms;
  • (c) if you are the guardian, tutor, power of attorney or other representative of a person whom the Services are being provided to, then you are also bound by the Terms and will take reasonable steps to ensure that the Participant complies with the Terms;
  • (d) if you are registering with EHA or using EHA Services on behalf of a business, that business is taken to have accepted the Terms and you are taken to have been duly authorised to bind the business; and
  • (e) you will use the Website in a manner consistent with any and all applicable laws, regulations and all other EHA’s terms and conditions.

2. Information Verification

2.1. You acknowledge and agree that in light of the nature of EHA Services, EHA may verify your identity and/or any other information that EHA reasonably believes would increase the risk associated with the provision of EHA Services. Accordingly, you consent and authorise EHA to obtain such information.

2.2. You warrant that where EHA advises you in writing that they require further verification of the information that EHA reasonably believes would increase the level of risk associated with your use of EHA Services, then you will make all reasonable endeavours to comply with this request within seven (7) days of receipt of same.

2.3. You warrant that any information that you provide pursuant to this clause will be true and correct to the best of your knowledge and belief. Failure to comply with this clause will warrant an immediate termination of your Account.

3. Collection Notice

3.1. EHA collects personal information about you in order to process your registration and provide you with EHA Services and for purposes otherwise set out in our Privacy Policy that can be accessed via www.ehaustralia.com.

3.2. EHA may disclose that information to third parties that help it deliver the EHA Services (including information technology suppliers, communication suppliers and the Providers and Participants) or as required by law. If you do not provide this information, EHA may not be able to provide all of EHA Services to you. EHA may also disclose your personal information to recipients that are located outside of Australia for the provision of the Services or EHA Services.

3.3. EHA’s Privacy Policy explains how it will collect, use, store and disclose your personal information, the consequences for you if EHA does not collect this information, and the way in which you can access and seek correction of your personal information or complain about a breach of the Privacy Act. To obtain further information, you can contact us at support@ehaustralia.com.

3.4. By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy and the Terms.

4. Your account obligations

As a Member, you agree to comply with the following:

  • (a) not to share your profile with any other person;
  • (b) use EHA Services only for purposes that are permitted by:
    • (i) the Terms; and
    (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
  • (c) you have sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of EHA Services;
  • (d) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify EHA of any unauthorised use of your password or email address or any breach of security of which you have become aware;
  • (e) you must not expressly or impliedly impersonate another Member or use the profile or password of another Member at any time;
  • (f) you agree not to harass, impersonate, stalk, threaten another Member of the Website;
  • (g) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of accessing EHA Services;
  • (h) you will not use EHA Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
  • (i) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of EHA Services. Appropriate legal action will be taken by EHA for any illegal or unauthorised use of the Website; and
  • (j) you acknowledge and agree that any automated use of the Website or its Services is prohibited.

Part A – Provider Terms

5. Using EHA Services as Providers

The Website provides various services to you that includes, but is not limited to providing the Provider with the opportunity to:

  • (a) view the Participants’ request for the provision of Services (Service Request);
  • (b) either accept or decline the Service Request and if accepted (Accepted Service Request), be engaged by the Participant subject to the Provider’s terms of business (Service Agreement);
  • (c) create and execute Service Agreements;
  • (d) communicate with and contact the Participants who have engaged the Providers; and
  • (e) receive payment of fee for the provision of the Services (Fee) less EHA’s Commission Fee (as defined in clause 8.1(a)).

6. Service Agreements

6.1. EHA will facilitate the creation and execution of Service Agreements as part of the EHA Services. EHA reserves the right to terminate or suspend your access to the Website and provision of the EHA Services in the event that your Service Agreements do not meet the minimum standards as determined by EHA from time to time.

6.2. Where there are inconsistencies between Service Agreements and the Terms, the Terms will prevail over the Service Agreements.

7. Payment of Fee

7.1. Subject to the Providers provision of all relevant information regarding the provision for the Services, including but not limited to appointment documentation, an outline of the Services provided, and anything else that is prompted by the Website for your completion prior to receiving payment, EHA Services will facilitate the payment of the Fee, less any applicable charges or fees.

7.2. The Providers acknowledge that EHA assists in facilitating the provision of the Services to the Participants. By EHA offering the EHA Services to the Providers, the Providers agree that:

  • (a) EHA will deduct a commission fee from the Fee in the amount shown on the Website during the Account registration process (Commission Fee). The Commission Fee is payable to EHA as commission for the provision of EHA Services; and
  • (b) EHA will hold the Fee, less the Commission Fee and any merchant banking fees or charges on behalf of the Providers, and subject to the Provider’s compliance with these Terms and clause 8.1, will release the Fee less the Commission Fee and merchant banking fees or charges within 10 business days of the Participant making payment to EHA for the delivery of the Services by the Provider.
  • (c) For the avoidance of doubt, EHA is only liable to pay the Fee to the Provider after EHA has receipted payment for the EHA Services and the Services from the Participant. In the event the Provider is in breach of these Terms, the Provider forfeits all rights to collect the Fee from EHA.
  • (d) EHA reserves the right to change the Commission Fee structure or rate at its discretion; provided however, that such changes will take effect only for Services that have not yet been supplied to the Participant (“Completed Appointment”).

8. Relationship between EHA and the Providers

The Providers acknowledge that, in using the Website as the Providers, they are not employed or engaged by EHA in any capacity, and accordingly, the Providers do not have any rights as an employee, agent or independent contractor of EHA. The Providers agree that they will, in delivering the Services:

  • (a) exercise due care in the performance of the Services and do it competently, at least to the standards expected of a qualified and experienced professional;
  • (b) diligently perform the Services;
  • (c) comply with all reasonable orders and directions given to the Provider by the Participant;
  • (d) comply with all applicable laws, regulations, codes of conduct, guidelines and standards that applies to the Services; and
  • (e) hold all necessary licenses and permits required to provide the Services.

9. Non-Solicitation of Providers

9.1. Where a Participant has engaged a Provider via the Website, the Provider and its employees, agents, representatives, related entities or associated entity (as defined in the Corporations Act 2001) will not, during the period of their registration with EHA and during the subsequent 12 months after first being introduced to the Participant, either directly or indirectly, without written consent from EHA, engage with or attempt to engage with the Participant, or induce the Participant to terminate these Terms with EHA (Prohibited Conduct).

9.2. Where a Provider circumvents the Website after being introduced to a Participant through the Website and subsequently provides further Services to a Participant without using the EHA Services and/or the Website, the Provider will immediately pay EHA, on demand, an introduction fee equivalent to 30% of the anticipated annualised revenue that will be generated by the Provider in providing the Services to the Participant, as determined by EHA acting reasonably (Introduction Fee).

9.3. For the avoidance of doubt, the Providers must use the Website as their exclusive method to engage with the Participants unless EHA otherwise agrees in writing. Under no circumstances will EHA grant the Providers the right to engage directly with the Participants without EHA receiving payment of the Introduction Fee.

9.4. Where EHA agrees to release a Provider from this clause for consideration of the Introduction Fee, the Provider is required to pay EHA the Introduction Fee in advance prior to the Provider performing any Services to a Participant.

9.5. In the event of a dispute relating to the Introduction Fee, or if a Provider can establish that a Participant was known to the Provider before being introduced to the Participant via the Website or EHA Services, then the Provider may be exempted from paying the Introduction Fee.

9.6. If a Provider does not agree with any of these provisions, please terminate the account immediately and cease usage of the Website and the EHA Services. The Provider’s obligation to pay any Introduction Fee shall survive the termination of the Terms.

Part B – Participant Terms

10. Using the Website as Participants

The Website provides various services to you that includes, but is not limited to providing Participants with the opportunity to:

  • (a) review Provider profiles and submit Service Requests to Providers;
  • (b) communicate with and contact the Providers;
  • (c) Enter into Service Agreements to engage Providers; and
  • (d) pay for any the Services;

11. Capacity to Pay and Payment of Fee

11.1. The Participants may be required to provide EHA and/or the Providers with evidence of the Participant’s capacity to pay for the Services. Where the Participants provide evidence of its capacity to pay for the Services, the Participant warrants that the information provided is true, correct and up to date.

11.2. Upon completion of the Services, EHA will send an invoice to the Participant for payment of the fees charged by the Provider. The Participant acknowledges that EHA will deduct is Commission Fee from the Service fees charged by the Provider.

11.3. Participants must make payment within 5 business days from completion of the Service in accordance with Clause 12

11.4. Where the Participant has accepted the Payment Gateway (as defined in clause 16) terms and conditions to direct debit the Participant’s nominated bank account and/or credit card, then the Participant acknowledges and understands that EHA and/or the Payment Gateway may immediately debit your bank account or credit card upon the completion of the Services by the Provider. Where there is a charge back, insufficient funds or an incomplete transaction, EHA and/or the Payment Gateway may attempt to direct debit your account every 24 hours until the transaction is complete, and you will be responsible for any merchant banking fees charged as a result of the incomplete transaction.

12. Relationship between EHA and the Participants

12.1. The Participants acknowledge that EHA is only a website which facilitates the Services and EHA does not offer the Services to you. You also understand that EHA receives the Commission Fee from the Providers.

12.2. EHA will check Providers references and relevant qualifications as far as it is reasonably practical to do so. While EHA will make every effort to maintain high standards of integrity and reliability among Providers, EHA does not represent, warrant or guarantee that Providers will achieve a certain level of performance or outcome or solve a particular problem or attain a specific goal and will not be liable for any claim, costs, error, loss, expense, suit, cause of action, damage or delay arising from:

  • (a) any failure to provide Providers for all or part of a request for Services; or
  • (b) lack of skill, negligence, dishonesty or misconduct on the part of the Providers.

Part C – General Terms

13. Invoicing

By using the EHA Services, the parties agree as follows:

  • (a) the Providers authorise EHA to act as an agent pursuant to Subdivision 153-B of A New Tax System (Goods and Services Tax) Act 1999 (GST Act) for the sole purpose of any GST consequences in relation to the Services and any other services contained in these Terms;
  • (b) EHA will issue all invoices and adjustment notes relating to the supply of the Services from the Providers to the Participants in EHA’s own name, but the provision of such invoices does not in any way mean that EHA is providing the Services to the Participants or holding itself out as a provider of the Services;
  • (c) the Providers will not issue the Participants with any invoices and adjustment notes relating to the supply of the Services; and
  • (d) the Providers acknowledge that they are registered for GST and will notify EHA if they cease to be registered. This agreement between EHA and the Providers will cease to have effect if the Providers or EHA cease to be registered for GST.

14. Payment Gateway

14.1. All payments made in the course of the use of EHA Services are made using a third-party payment processing provider as specified in the Website (the ‘Payment Gateway’). In using the Website, EHA Services or when making any payment in relation to your use of EHA Services, you warrant that you have read, understood and agree to be bound by the Payment Gateway’s terms and conditions which are available on their website. You also authorise and direct EHA and the Payment Gateway to automatically debit your nominated bank account and/or credit card upon completion of the Services where you have consented to the direct debit option for making payment of the Services.

14.2. To enable payments to be processed through the Payment Gateway, you agree that any information you provide to EHA will always be accurate, complete and up-to-date. You further authorise EHA to share with the Payment Gateway any of your information necessary to facilitate the payment through the Payment Gateway and any information related to your use of the Payment Gateway’s services.

15. Non-payment

15.1. You agree to pay 2% plus the Cash Rate Target set by the Reserve Bank of Australia (Interest) on amounts which remain unpaid after 14 days from the date of the tax invoice.

15.2. Further, if you do not pay any amounts owing to EHA or a Provider, you will be liable to make the payment immediately. In the event the amounts remain unpaid after 14 days from the date of the tax invoice, EHA or the Provider may proceed to recover the debt from you without further notice. If EHA or the Provider initiates debt recovery action against you, you acknowledge and agree that you will be and remain liable for all merchant banking fees, debt collection costs which includes any legal costs (on an indemnity basis), collection agency costs and any other expenses or disbursements incurred by EHA or the Provider. You will also be liable to pay the Interest and any administration fee on the outstanding debt and EHA may report you to a credit reporting agency.

15.3. EHA reserves the right to terminate or suspend your access to the Website and provision of the EHA Services in the event that you fail to pay any payment owing pursuant to the Terms from time to time.

16. Cancellation and Refund Policy

16.1. If the Service Agreement contains a cancellation or refund policy, those terms apply to the Services. Notwithstanding clause 7.2, where no cancellation or refund policy is stated in the Service Agreement, clause 17.2 apply.

16.2. You agree that where a Service is cancelled, the following clauses apply:

  • (a) where the Participant cancels the Services more than 48 hours from the commencement of the Services, the Participants will not be charged a cancellation fee;
  • (b) where the Participant cancels the Services 48 hours or less from the commencement of the Services, the Participants will be charged 100% of the Service Fee stated in the Accepted Service Request; and

16.3. You acknowledge and agree that since EHA is only a facilitator in introducing the Participants to the Providers and providing a system to make safe payment, EHA does not have any liability to the Participants and will not refund them any Fee, including the Commission Fee and merchant banking fees.

16.4. Notwithstanding clause 17.3 above, if a Participant is unsatisfied with the provision of the Services provided by the Providers or believes that they may be entitled to a refund with respect to the Fee, then EHA requires the Participants to:

  • (a) contact the EHA directly, explaining details of nature of the refund or complaint and if requested, to consider the provision of any refund to the Participant; and
  • (b) if contacting EHA does not resolve the dispute between the Participant and the Provider with respect to a complaint, or the nature of the refund, after fourteen (14) days, the Participant and the Provider agree that EHA may, at its absolute discretion, refund the Participant and credit the Provider’s account in the amount as determined by EHA acting in its absolute discretion.

16.5. If EHA finds that the Provider is entitled to a refund, EHA will assist the Participant in contacting the Providers to facilitate a refund.

16.6. If contacted by EHA or a Participant who is requesting a refund, the Providers agree that it will immediately provide all information and documents necessary to EHA.

16.7. If the Providers agree to refund the Fee to a Participant, or part thereof, it is acknowledged that the Providers will instruct EHA to refund the Fee to the Participant directly (where EHA has not released the Fee to the Provider), less any applicable fees or charges specified in these Terms.

16.8. Both the Participants and Providers agree that they will comply with this clause 18 of these Terms.

17. Copyright and Intellectual Property

17.1. The Website, EHA Services and all of the related products of EHA are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) (the Content) are owned or controlled for these purposes, and are reserved by EHA or its contributors.

17.2. All trademarks, service marks and trade names are owned, registered and/or licensed by EHA, who grants to you a worldwide, non-exclusive, royalty-free, irrevocable license whilst you are a member to:

  • (a) download the Website to a device via a web browser;
  • (b) use the Website pursuant to the Terms;
  • (c) copy and store the Website and the material contained in the Website in your device’s cache memory; and
  • (d) print pages from the Website for your own personal and non-commercial use. EHA does not grant you any other rights whatsoever in relation to the Website or the material on the Website. All other rights are expressly reserved by EHA.

17.3. EHA retains all rights, title and interest in and to the Website and all related content. Nothing you do on or in relation to the Website will transfer any:

  • (a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
  • (b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
  • (c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

17.4. You may not, without the prior written permission of EHA and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or display in public, adapt or change in any way the Content or third party content for any purpose. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.

17.5. If you broadcast, publish, upload, transmit, post or distribute any content on the Website (Your Content), then you grant to EHA a non-exclusive, transferrable, perpetual, royalty-free, irrevocable, worldwide licence to broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change Your Content, subject to it being de-identified.

18. General Disclaimer

18.1. Except for any guarantees, warranties, representations or conditions which by law cannot be limited or excluded, EHA and its affiliates, directors, officers, employees, contractors, volunteers or agents (Personnel) gives no other guarantees, warranties, representations or conditions and all guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded.

18.2. Use of the Website and EHA Services is at your own risk. Everything in relation to the Website and EHA Services are provided to you as is and as available without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of EHA make any express or implied representation or warranty about its Content or any products or Services (including the products or services of EHA) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

  • (a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
  • (b) the accuracy, suitability or currency of any information on the Website, the Service, or any of its Content related products (including third party material and advertisements on the Website);
  • (c) costs incurred as a result of you using the Website, EHA Services or any of the products of EHA;
  • (d) the Content or operation in respect to links which are provided for your convenience;
  • (e) any failure to complete a transaction, or any loss arising from e-commerce transacted on the Website; or
  • (f) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.

19. Limitation of liability

19.1. To the extent permitted by law, you acknowledge and agree that EHA and its Personnel shall not be liable to you for any indirect, incidental, special, consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

19.2. To the maximum extent permitted by law, the total liability of EHA and its Personnel arising out of or in connection with EHA Services or the Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of EHA Services to you, or the payment of the cost of having EHA Services resupplied to you.

19.3. EHA and its Personnel are not responsible or liable for any loss, damage, injury due to matters beyond their reasonable control.

19.4. EHA is not responsible or liable in any manner for any content posted on the Website or in connection with EHA Services, whether posted by the Participants or by Providers or any other third parties.

19.5. EHA does not control and is not responsible for the behaviours and actions of its members, their comments, posts or information that they upload. Accordingly, EHA is not responsible for any offensive, inappropriate, obscene or unlawful content or actions that you may encounter on the Website or in connection with your use of EHA Services.

20. Indemnity

You agree to indemnify EHA from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation lawyers' fees and court costs on a full indemnity basis) (Loss) which arising in connection with:

  • (a) any fraudulent or unlawful act or omission by you;
  • (b) any death or personal injury caused or contributed to by any of your act or omission;
  • (c) any damage to or loss or destruction of real or personal property caused or contributed to by any of your negligent act or omission;
  • (d) any content provided by you that may infringe on any intellectual property, including, but not limited to, infringement of any copyright, trademark, patent or trade secret of any third party; or
  • (e) any of your breach of the Terms;

except to the extent that the Loss is directly attributable to the negligence or wrongful act or omission of EHA.

21. Notice

Any notice required to be given by a party under the Terms must be in writing. A notice given in accordance with this clause is taken to be received:

  • (a) if hand delivered, on delivery;
  • (b) if sent by prepaid post, 3 Business Days after the date of posting;
  • (c) if sent by email, when the sender’s email delivery system confirms a successful transmission of the message, the time a delivery receipt is generated, or 3 hours after the email was sent by the sender; or
  • (d) if sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the total number of pages of the notice unless, within 8 business hours after that transmission, the recipient informs the sender that it has not received the entire notice.

22. Dispute Resolution

22.1. Compulsory:

If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sort).

22.2. Notice:

A party to the Terms claiming a dispute (Dispute) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

22.3. Resolution:

On receipt of that notice (Notice) by that other party, the parties to the Terms (Parties) must:

  • (a) Within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
  • (b) If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Australian Disputes Centre;
  • (c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
  • (d) The mediation will be held in Brisbane, Australia.

22.4. Confidential

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as without prejudice negotiations for the purpose of applicable laws of evidence.

22.5. Termination of Mediation:

If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

23. GST

23.1. In this clause 24, a word or expression defined in the GST Act which is not otherwise defined in the Terms has the meaning given to it in that Act.

23.2. All consideration provided under the Terms is exclusive of GST unless it is specifically expressed to be GST inclusive. If a party (Provider) makes a taxable supply to another party (Recipient) under or in connection with the Terms in respect of which GST is payable, the Recipient must pay the Provider an additional amount equal to the GST payable on the supply (unless the consideration for the taxable supply was specified to include GST). The additional amount must be paid by the Recipient by the later of:

  • (a) the date when any consideration for the taxable supply is first paid or provided; and
  • (b) the date when the Provider issues a tax invoice to the Recipient.

23.3. If an adjustment event varies the amount of GST payable by a Provider under the Terms, the Provider must adjust the amount payable by the Recipient to take account of the adjustment event. Any resulting payment must be paid by the Provider to the Recipient, or the Recipient to the Provider (as appropriate) within 10 Business Days of the Provider becoming aware of the adjustment event. Any payment under this clause is deemed to be an increase or decrease of the additional amount payable.

23.4. Subject to an express provision in the Terms to the contrary, any payment, reimbursement or indemnity required to be made to a party (Payee) under the Terms which is calculated by reference to an amount paid or payable by the Payee to a third party (Outgoing) will be calculated by reference to that Outgoing inclusive of GST, less the amount of any input tax credit which the Payee is entitled to claim on that Outgoing.

23.5. This clause 24 will survive the expiration or termination of the Terms by any party.

24. Force Majeure

EHA shall not be liable to you for any default due to circumstances beyond its reasonable control including acts of God, natural disasters, pandemics, acts of war, unusually severe weather, industrial action, act of a government agency or civil disorder, riots and strikes (Force Majeure Event).

25. Governing Law

The Terms is governed by the laws of Queensland, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Queensland, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

26. Venue and Jurisdiction

EHA Services are intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Queensland, Australia.

27. Entire Agreement

The Terms constitute the entire agreement, understanding and arrangement (express and implied) between EHA and the parties and supersedes any previous agreement, understanding and arrangement relating thereto whether written or oral.

28. Severance

If any part of the Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be read down, and where it is unable to be read down, that part shall be severed and the rest of the Terms shall remain in force.

29. Waiver

29.1. A waiver of any right, power or remedy under the Terms must be in writing signed by the party granting it.

29.2. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

29.3. The fact that a party fails to do, or delays in doing, something the party is entitled to do under the Terms does not amount to a waiver.