Last Updated: 1 July 2026
1. Definitions
1.1. “Accepted Quote” means a Quote which the Client accepts, either in writing (including by providing written notice to the Company to proceed with the Services) or electronically via the Quoting System.
1.2. “Agreement” refers to these Terms and Conditions, as amended or varied from time to time.
1.3. “AUSIT” refers to the Australian Institute of Interpreters and Translators, the national association for the translating and interpreting profession.
1.4. “AUSIT Code of Ethics” refers to the code of ethics and conduct set out by AUSIT, available at: AUSIT-Code-of-Ethics-and-Code-of-Conduct.pdf.
1.5. “Business Day” means any day excluding Saturday, Sunday, a public holiday in Victoria, and/or a Commonwealth public holiday.
1.6. “Company” means Ethnolink Pty Ltd ACN 601 462 677.
1.7. “Confidential Information” means any proprietary information, know-how and data disclosed in confidence by one party to the other party (and including in the case of the Client, the Source Materials), but does not include any information which: (1) is in the public domain; (2) on receipt by the other party is already known by that party; (3) is at any time after the date of receipt by the other party, received in good faith by that party from a third party; or (4) required by law to be disclosed by the other party.
1.8. “Contract” means a binding agreement formed between the Company and the Client in relation to Services to be provided pursuant to an Accepted Quote.
1.9. “Client” means the individual or entity commissioning the Services from the Company.
1.10. “Data” means the Client’s data provided to the Company and includes the Source Materials, and where applicable and where the context permits, includes Personal Information.
1.11. “Disabling Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
1.12. “Dispute” refers to any disagreement, conflict, or controversy arising out of any Contract, this Agreement or anything contemplated by them.
1.13. “Force Majeure Event” means an act of God, strike, lockout, war (declared or undeclared), blockade, act of public enemy, disturbance, lightning, fire, earthquake, storm, flood, explosion, governmental restraint, riot, civil commotion, expropriation, prohibition, intervention or embargo, industrial conditions, electrical, telecommunications, or other utility or network failures, or other event which is not within the control of the affected party, but excludes:
1.13.1. any event which the party affected could have avoided or overcome by exercising a standard of reasonable care at a reasonable cost; or
1.13.2. a lack of funds for any reason.
1.14. “GST” refers to Goods and Services Tax as defined by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
1.15. “Insolvency Event” means, in respect of a party (other than for the purpose of solvent reconstruction or amalgamation):
1.15.1. a receiver, manager, examiner, or liquidator is appointed over the party’s undertaking or assets or the party enters into any assignment, composition or arrangement with its creditors;
1.15.2. the party is unable to pay its debts when due, or is deemed unable to pay its debts under any law, or suspends payment to its creditors; or
1.15.3. anything analogous, in the relevant jurisdiction, to (a) or (b) occurs.
1.16. “Intellectual Property” includes all copyright, trademarks, designs, patents, domain names, concepts, know-how, trade secrets, logos and all other similar property and rights whether registered or unregistered.
1.17. “Personal Information” means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion, which is received by the Company as a consequence of, or otherwise in connection with, this Agreement.
1.18. “Privacy Laws” means all applicable legislation, principles, industry codes and policies, including the Privacy Act 1988 (Cth), as amended or replaced from time to time, which relate to the collection, use, disclosure, storage or granting of access rights to Personal Information.
1.19. “Quality Guarantee” means the Company’s guarantee to the Client to provide certain Services and Work Product in a manner that is fit for purpose and free from errors on the basis that such guarantee shall only apply:
1.19.1. to select packages offered by the Company from time to time at its discretion (i.e., Professional and Premium packages); and
1.19.2. in relation to translation, editing and proofreading services. Other Services offered by the Company shall, unless expressly agreed by the Company, not be covered by this guarantee.
1.20. “Quote” means pricing and terms offered to the Client by the Company for the delivery of the Services based on the Source Materials provided by the Client to the Company. Once agreed to by the Client, a Quote will become an Accepted Quote.
1.21. “Quoting System” means the Company’s quoting system, which may be accessed by the Client on the Company’s website.
1.22. “Revised Quote” is as defined in clause 6.3.
1.23. “RFI” is as defined in clause 5.4.
1.24. “Services” means the services to be provided by the Company as specified in an Accepted Quote, which may include any one or more of the following: translation, localisation, audience identification, multicultural research, strategy and consulting, creative development, graphic design, video production, campaigns, copywriting, voice-overs, subtitling, media planning and buying, community distribution, event activations, community engagement, multicultural PR and influencers and any other services offered to the Client by the Company from time to time.
1.25. “Source Material” means the document, audio file, video file, or any other form of material submitted by the Client to the Company for the provision of Services, as specified in an Accepted Quote.
1.26. “Work Product” means the final work product produced as a result of the Services.
2. Scope
The Company will provide the Services and the Work Product to the Client as specified in each Contract.
3. Term
This Agreement commences on the date on which the Client requests the provision of Services from the Company by providing the Source Materials to the Company, and continues until the earlier to occur of:
(a) the Services having been completed and all amounts owing in respect of them having been paid in full to the Company; or
(b) this Agreement being terminated in accordance with clause 9.
4. Request for Services
4.1. Each request for Services made to the Company and supply of Source Materials to the Company is made subject to the terms and conditions of this Agreement. The Source Materials must be submitted to the Company in such form and format as may be required by the Company from time to time and otherwise in accordance with clause 5.
4.2. No agreement exists in respect of any request for Services or in respect of any Source Materials that may be submitted to the Company, unless and until there is an Accepted Quote, at which time a Contract will form between the Company and the Client in relation to the Services the subject of that Accepted Quote.
4.3. Subject to clause 4.4, the Company will issue a Quote to the Client after receiving a request for Services, either via the Quoting System or as may be otherwise made available by the Company to the Client from time to time.
4.4. The Company reserves the right to decline to issue a Quote or to provide any Services if the Company considers (at its discretion) the content of the Source Materials to be inappropriate, offensive, obscene or contrary to applicable laws or regulations.
5. Client Responsibilities
5.1. The Client must provide the Source Materials and all other information requested by the Company in respect of the Services (via the Quoting System or such other means as the Company may require from time to time) in accordance with this clause 5 and ensure that all such information is complete and accurate.
5.2. The Company has no responsibility to review the quality of the Source Materials for any typographical or other errors and has no liability to review or correct any errors, ambiguities or omissions contained in any Source Materials regardless of the nature of such errors, ambiguities or omissions and regardless of the impact that such errors, ambiguities or omissions may have on the quality of the Work Product.
5.3. The Client is responsible for notifying the Company as to:
(a) the context of the Source Material;
(b) the intended style and tone of the Services and the Work Product;
(c) any specific expectations for the Services and the Work Product; and
(d) whether the Source Material or related communications are of a sensitive or confidential nature.
Failure to provide such information may result in additional fees for subsequent changes (including stylistic changes) requested by the Client.
5.4. The Client must respond within 2 Business Days to any request by the Company for any further information or clarification in respect of the Source Materials (RFIs). The Company will not be liable for any delay in performing the Services resulting from the Client’s delayed, or lack of, response to RFIs.
5.5. If the Client has any specific requirements or constraints in relation to the provision of the Services (such as desired delivery date, format of Work Product, target audience etc.), it must notify the Company at the time of requesting the Services in accordance with clause 4. Additional fees may apply if the Client requests changes to the Services after a Quote has been issued by the Company and accepted by the Client.
6. Delivery of Services
6.1. The Company will commence any Services required by an Accepted Quote once payment terms have been met. For personal document translations accepted via the Quoting System, the Company requires full payment upfront. For other Services, payment terms are as stated in the Accepted Quote or pursuant to agreed credit terms.
6.2. The Company will provide the Services as specified in the Accepted Quote and in accordance with the Company’s standard practices and procedures at the time the Quote was issued to the Client.
6.3. The Company is not obligated to complete the Services for the price quoted if the Services required to be delivered varies from what was apparent from the Source Materials (or other information provided by the Client) when initially quoted. In those circumstances, the Company will provide the Client with a revised quote, detailing the revised Services, pricing and intended delivery date of the Services (Revised Quote).
6.4. On completion of the Services and subject to receipt by the Company of all amounts due from the Client, the Company will deliver the Work Product to the Client.
6.5. The Company will deliver the Work Product to the Client in accordance with the Accepted Quote. The Company will use reasonable endeavours to deliver the Work Product on or before the intended delivery date or time, or where no delivery date or time has been specified, within a reasonable time following receipt of the Accepted Quote.
6.6. Notwithstanding clause 6.5, intended delivery dates and times are approximations only. Unless otherwise expressly agreed by the Company in writing, time is not of the essence for delivery or performance of the Services and the Work Product, and no delay shall entitle the Client to reject any delivery or performance of the Services or the Work Product, or to repudiate the Contract, and the Company accepts no liability for any delay in meeting such timing.
7. Revisions and Quality Guarantee
7.1. If the Client considers that a Work Product contains errors and desires to have those errors corrected by the Company, subject to, and without limiting, any non-excludable rights of the Client pursuant to the Australian Consumer Law:
(a) the Client must notify the Company in writing within 30 days following its receipt of the Work Product (Correction Request). Any Correction Request for Work Product received after that 30-day period may be subject to additional fees as determined by the Company, in which case, the Company will provide a Revised Quote to the Client for approval before proceeding to revise and re-issue the Work Product;
(b) subject to clause 7.2, Correction Requests must:
(i) be emailed to the Company at requests@ethnolink.com.au;
(ii) include all relevant details, including details of the specific Work Product and of the alleged errors; and
(iii) if relevant, align with the AUSIT Code of Ethics, particularly the principle of “Accuracy”;
(c) on receipt of a valid Correction Request, the Company will assess the alleged errors and:
(i) if the Company accepts that errors are present in the Work Product and the Work Product is:
(A) covered by the Quality Guarantee, then the Company will revise and re-issue the Work Product for no additional cost within a reasonable time following receipt of the Correction Request, taking into account the nature and extent of the errors; and
(B) not covered by the Quality Guarantee, then any revision to the Work Product may be subject to additional fees as determined by the Company, and the Company will provide the Client with a Revised Quote for approval before proceeding to revise and re-issue the Work Product; and
(ii) if, acting in good faith, the Company rejects that any errors are present in the Work Product, then the Company must provide the Client with the reason for the Company’s decision in writing and the Company will not be required to take any further action to revise or re-issue the Work Product. If the Client disputes the Company’s decision, it must follow the process set out in clause 15.
7.2. Without limiting clause 7.1, Correction Requests that:
(a) where required to do so pursuant to clause 7.1(b)(iii), do not comply with the AUSIT Code of Ethics, particularly the principle of “Accuracy”; or
(b) are not necessary to ensure the Work Product is error-free (i.e., because it is a request for changes based on the Client’s stylistic preferences),
will, in each case, be considered by the Company as a cosmetic (rather than substantive) request for edits. In those circumstances, the Company may charge additional fees for revising and re-issuing the Work Product to satisfy the Correction Request. Notwithstanding, the Company will provide a Revised Quote to the Client for approval before proceeding to revise and re-issue the Work Product.
8. Fees and Payment
8.1. The Client will pay all applicable fees as specified in the Accepted Quote.
8.2. All payments must be made in full without deduction or set off.
8.3. All prices quoted by the Company are exclusive of GST, unless otherwise stated. GST will be added to the invoice where applicable.
8.4. The Client will receive an invoice from the Company detailing the Services provided and the amount due. Unless otherwise stated in an Accepted Quote and subject to clause 8.5, all invoices are payable within 14 calendar days of the invoice date.
8.5. Notwithstanding clause 8.4, if a Quote for personal document translation is accepted via the Quoting System, then payment of that Accepted Quote by the Client shall be processed via the relevant payment gateway adopted by the Company and shall be made by the Client in full in advance in anticipation of the Services being delivered by the Company.
8.6. If any fee is not paid by the due date, the Company:
(a) may charge interest on the overdue amount at a rate of 8% per annum, accruing daily from the due date until the date of actual payment;
(b) may suspend the provision of Services and demand payment or may cease to provide the Services or Work Product and may at its discretion terminate the Contract in accordance with clause 9.2; and
(c) recover from the Client all costs and expenses (including legal costs) that are incurred by the Company in recovering the amounts owed.
8.7. Any credits, allowances or other amounts payable or creditable by the Company to the Client will be subject to set off against any claims or other amounts owed by the Client to the Company.
9. Termination
9.1. If the Client terminates a Contract following a Quote becoming an Accepted Quote, then the Company reserves the right to charge the Client for:
(a) all Services performed, or Work Product provided, by the Company to the Client in connection with the Accepted Quote; and
(b) all third party costs incurred by the Company (or that will be incurred by the Company and which are not otherwise capable of cancellation) in relation to the Accepted Quote,
in each case, up to the date of termination.
9.2. Without limiting any other rights or remedies that the Company may have, the Company may terminate a Contract on written notice to the Client if the Client fails to pay any amount that is overdue within 14 days of the date on which the Company notifies the Client in writing of the overdue amount.
9.3. Either party (Non-Defaulting Party) may terminate all Contracts and this Agreement with immediate effect by providing written notice to the other party (Defaulting Party), if the Defaulting Party:
(a) is subject to an Insolvency Event; or
(b) commits a material breach of any of its obligations under that Contract or this Agreement, which is either incapable of remedy, or where capable of remedy, has not been remedied to the reasonable satisfaction of the Non-Defaulting Party within 30 days of written notice from the Non-Defaulting Party to the Defaulting Party setting out the substance of that breach.
10. Consequences of Termination
10.1. On termination of a Contract or this Agreement for any reason:
(a) the provisions of the Contract or of this Agreement (as the case may be) that are by their nature intended to survive termination will remain in full force and effect;
(b) any invoiced amounts for which Services or Work Product have been provided to the Client prior to the date of termination will become immediately due and payable; and
(c) the Company may issue an invoice to the Client for:
(i) all Services and Work Product supplied up to the date of termination; and
(ii) all costs incurred to the date of termination (or costs to be incurred to the date of termination, which are not otherwise capable of cancellation) for which the Company is entitled to charge the Client under this Agreement or the relevant Contract(s).
11. Intellectual Property and Confidentiality
11.1. Intellectual Property rights in the Work Product will remain vested in the Company until full payment is received by the Company from the Client. Upon receipt of full payment, all Intellectual Property rights in the Work Product will be immediately transferred to, and vested in, the Client. The Company acknowledges and agrees that the Intellectual Property rights in the Source Materials remains the sole and exclusive property of the Client and no right, title or interest in the Source Materials transfers to the Company by virtue of this Agreement or any Contract.
11.2. The Client acknowledges that elements of the Work Product may be used by the Company in conjunction with industry standard technology tools for the purposes of enhancing the Company’s service delivery and delivering process improvements, but strictly on the basis that the Work Product is not capable of being re-created from that content. The Company recognises the importance of maintaining the privacy of all Client Data and will ensure that the handling of any such Client Data is managed in accordance with all applicable Privacy Laws and its Privacy Policy.
11.3. All Intellectual Property in the processes, methodology and know-how used by the Company in its performance of a Contract are and will remain the property of the Company. Nothing in any Contract transfers to the Client any of the Company’s Intellectual Property.
11.4. Neither party may disclose any Confidential Information other than:
(a) to its directors, employees, contractors or subcontractors to the extent necessary for the performance of the Contract;
(b) with the express prior written consent of the other party; or
(c) to its professional advisers.
11.5. The provisions of this clause 11 shall survive the termination of this Agreement.
12. Data and Privacy
The Client warrants that it has the right and authority to deal with Data in the manner contemplated by this Agreement and each Contract. The Company will access and use Data only in the course of, and for the purposes of, providing the Services and the Work Product and will take reasonable steps to ensure that such Data is handled securely and in accordance with industry practices.
12.1. The Client:
(a) must comply with any Privacy Laws applicable to this Agreement;
(b) must, both during and after the term of the Agreement:
(i) take all reasonable steps to ensure that Personal Information is protected against misuse and loss, or unauthorised use, access or disclosure, including by not disclosing any Personal Information to a third party without authorisation;
(ii) not do anything which may cause the Company to breach any Privacy Laws;
(iii) if requested by the Company, co-operate with the Company to resolve any complaint or investigation under any Privacy Laws and provide other reasonable assistance;
(c) acknowledges and agrees that:
(i) the Company may provide the Services under the Agreement, from any locations, or through the use of contractors or subcontractors to the extent necessary for the performance of the Contract; and
(ii) for the purposes of enabling the Client to receive the intended benefit of the Services and the Work Product, it consents to the Company sharing the Client’s Data with the Company’s contractors and subcontractors and any third-party software providers, provided that such sharing of Data is limited to what is reasonably necessary to facilitate the provision of the Services and provided that any recipients of such Data are aware of any applicable privacy and data protection obligations; and
(d) agrees to provide any information, and to obtain any consents, relevant to its use of the Services, including those in relation to collection, use, disclosure and storage of Personal Information of any individual.
12.2. The provisions of this clause 12 shall survive the termination of this Agreement.
13. Warranties
13.1. The Client represents and warrants to the Company that it owns or has all necessary rights in the Source Materials to entitle it to submit the Source Materials to the Company and to request the Services and that by doing so the Client is not infringing the Intellectual Property rights of any third party.
13.2. Without limiting clause 11.2, the Client recognises that the Company may elect to utilise industry standard technology tools to enhance the delivery and efficiency of its Services, provided that any Client Data accessed by the Company for that purpose is handled in accordance with all applicable Privacy Laws and the Company’s Privacy Policy.
13.3. The Company warrants that:
(a) the provision of the Services will not infringe any Intellectual Property rights of any third party; and
(b) it will provide the Services substantially in accordance with the requirements of this Agreement using reasonable skill and care.
Upon written notification by the Client of any breach by the Company of this warranty, to the maximum extent permitted by law, subject to clause 13.5, the Client’s sole and exclusive remedy is, at the Company’s option, either supplying the relevant Services again or providing a refund of the fees paid to the Company for the period in which the relevant Services were not compliant. Except as expressly stated in this clause 13.3 and subject to clause 13.5, to the maximum extent permitted by law, the Company:
(c) expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation, any warranty, condition or other implied term as to merchantability, or fitness for a particular purpose or non-infringement; and
(d) makes no warranty or representation that the Services:
(i) will be uninterrupted or error-free; or
(ii) will meet the Client’s requirements.
13.4. Each party represents and warrants that:
(a) it has the legal power and authority to enter into this Agreement;
(b) it will use commercially reasonable efforts through the use of anti-virus protection not to transmit to the other party any Disabling Code; and
(c) it will comply with all applicable laws and regulations with respect to its rights and obligations pursuant to this Agreement.
13.5. To the maximum extent permitted by law, the Company excludes all conditions and warranties implied by custom, law or statute not set out in this Agreement. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the Client by the Australian Consumer Law, Schedule 2 of the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded, restricted or modified by agreement. To the maximum extent permitted by law, the Company’s liability for a breach of a non-excludable guarantee referred to in this clause 13.4 is limited, at the Company’s option, to the supplying of the Services again or payment of the cost of having the Services supplied again.
14. Indemnity and Limitations of Liability
14.1. The Client shall indemnify, defend and hold harmless the Company, its directors, officers, employees, contractors, agents, successors and assigns from and against all claims, liabilities, losses, expenses or demands (including legal fees on an indemnity basis), arising out of, or in connection with:
(a) the Client’s use or misuse of the Services or the Work Product;
(b) the Client’s breach of this Agreement or any Contract, including any breach of warranty by the Client; and
(c) any infringement or violation by the Client of any rights of another party or breach of any applicable law.
14.2. Other than in the case of fraud, negligence or wilful default, each party’s liability for claims related to, or arising out of, this Agreement or the provision of the Services, will not exceed the amount paid to the Company by the Client in respect of the particular Services which gave rise to the claim, loss or damage and specifically linked to the particular Services.
14.3. Other than in the case of fraud, negligence or wilful default, neither party will be liable to the other for indirect, incidental, exemplary, special or consequential damages, loss or corruption of data or interrupted or loss of business or loss of revenues, profits, goodwill or anticipated sales or savings. This limitation of liability applies whether the claims are in warranty, contract, tort, infringement, or otherwise, even if either party has been advised of the possibility of such damages. This limitation of liability is cumulative and not per incident.
14.4. The provisions of this clause 14 shall survive the termination of this Agreement for any reason.
15. Dispute Resolution
15.1. Where any dispute arises between the parties concerning a Contract or this Agreement or the circumstances, representations, or conduct giving rise to the Contract or this Agreement, neither party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause 15.
15.2. The party initiating the dispute (First Party) must provide written notice of the dispute to the other party (Other Party) and nominate in that notice the First Party’s representative for the negotiations. The Other Party must within 7 days of receipt of the notice, give written notice to the First Party naming its representative for the negotiations. Each representative nominated will have authority to settle or resolve the dispute.
15.3. If the parties are unable to resolve the dispute by discussion and negotiation within 14 days of receipt of the written notice from the First Party, then the parties must immediately refer the dispute to mediation in Victoria, Australia. The mediation must be conducted by a mediator at a fee agreed by the parties, or failing agreement between the parties, the mediator will be selected by the then acting President of the Law Institute of Victoria.
15.4. Nothing in this clause shall prevent a party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.
16. Variation and Severability
16.1. No amendment to a Contract or this Agreement will be effective unless it is in writing and signed by both parties.
16.2. If any provision of this Agreement or a Contract is held invalid, unenforceable or illegal for any reason, this Agreement or the Contract (as applicable) shall remain otherwise in full force apart from such provisions which shall be deemed deleted.
17. Notices
17.1. Notices under each Contract must be in writing and sent by email to:
(a) in the case of the Company, requests@ethnolink.com.au; or
(b) in the case of Client, the email the Client used to access the Quoting System, or any other email provided by the Client to the Company in requesting the Services.
Notices sent by email shall be deemed received on transmission so long as the sender has not received a delivery failure notification of any kind.
18. Assignment and Subcontracting
18.1. The Client may not assign, novate or subcontract any of its rights, obligations or responsibilities under this Agreement or any Contract, in whole or in part, without first obtaining the prior written consent of the Company.
18.2. Subject to clause 18.3, the Company may assign, novate or subcontract any of its rights, obligations or responsibilities under this Agreement or any Contract, in whole or in part, upon providing prior written notice to the Client, provided the proposed assignment, novation or subcontracting is not detrimental to, or is not reasonably likely to be detrimental to, the Client’s rights, obligations or responsibilities under this Agreement or any Contract.
18.3. The Client acknowledges that the Company may rely on, and for the purposes of clause 18.2, hereby authorises the Company to use, contractors and/or subcontractors strictly for the purposes of performing and delivering the Services required by this Agreement and any Contract, so that the Client can receive the intended benefit of the Services and any resulting Work Product.
19. Force Majeure
19.1. Notwithstanding anything to the contrary in this Agreement, neither party will be liable for any failure or delay in complying with any obligation under this Agreement (excluding any payment obligation) if:
(a) the failure or delay arises directly from a Force Majeure Event;
(b) that party, on becoming aware of the Force Majeure Event, promptly notifies the other party in writing of the nature of, the expected duration of, the obligation(s) affected by, and the steps being taken by that party to mitigate or remedy the Force Majeure Event;
(c) that party uses its reasonable endeavours to mitigate the effects of the Force Majeure Event on that party’s obligations under this Agreement;
(d) that party performs that party’s obligations which are not affected by the Force Majeure Event; and
(e) performance of any obligation affected by a Force Majeure Event is resumed as soon as practicable after the end of the Force Majeure Event. However, in the event of a Force Majeure Event that persists for 90 days or more, then either party may terminate this Agreement upon written notice to the other party.
20. Precedence
20.1. In the event of any conflict or inconsistency as between any Contract and this Agreement, this Agreement will take precedence except that the pricing specified in the Contract will prevail over any rates or pricing information provided in this Agreement.
21. No Waiver
21.1. No exercise or failure to exercise or delay in exercising any right or remedy by a party will constitute a waiver by that party of that or any other right or remedy available to it.
22. Non-Solicitation
22.1. The Client acknowledges that the Company invests significant time, effort, and resources in recruiting, training, and retaining its employees, contractors, subcontractors and agents involved in the provision of the Services.
22.2. The Client agrees that during the term of this Agreement and for a period of 12 months after its termination, the Client shall not, directly or indirectly, solicit, engage or employ any employees, contractors, subcontractors or agents of the Company involved in the provision of the Services without the prior written consent of the Company.
23. Entire Agreement
23.1. Each Contract constitutes the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of that Contract.
23.2. This Agreement constitutes the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement.
24. Governing Law and Jurisdiction
24.1. This Agreement and each Contract is governed by and construed in accordance with the laws of Victoria, Australia and the Client submits to the exclusive jurisdiction of the courts operating in Victoria, Australia (and any courts entitled to hear appeals from courts operating in that jurisdiction).