Terms & Conditions
GALLERYGIFT MARKETPLACE USER TERMS OF SERVICE
GalleryGift Pty Ltd (trading as GalleryGift) (“GalleryGift”) provides an online marketplace for artwork, where Artists sell their artworks to Users. Users may also create CoFunds, which operate as vouchers for other Users to purchase artwork on the Website or from participating galleries.
These Terms of Service apply to the use of the GalleryGift Website, located at www.gallerygift.com.au
You should read these Terms of Service carefully.
In these Terms of Service (the “Terms”), the words “GalleryGift”, “we”, and “us” refer to GalleryGift Pty Ltd (ACN 622 326 023) trading as GalleryGift and includes its directors, employees and agents; and "you" or "your" means the User who accepts these Terms of Service. Acceptance of these Terms of Service will be indicated by your use of the Services and any associated software, networks, processes, including the purchase of any goods or services through the Website.
These Terms of Service apply to you and your use of the Services and any associated software, networks and processes, including the purchase of good or services from the GalleryGift Marketplace.
By browsing the Website, or utilising Services offered in the Marketplace, you agree to these Terms. If you do not agree to these Terms you should immediately cease use of the Services and accessing the Website.
1.1. In these Terms, these expressions shall have the following meanings, unless otherwise stated:
- “Agreement” or “Terms” means these Terms of Service, including all of the terms of any order placed by you through the Website (if applicable).
- “Artist” means any person who lists goods and / or services for sale on the Marketplace.
- “CoFund” means a fund on the Website that operates as a voucher for other Users to purchase artwork on the Website or from participating galleries.
- “GalleryGift Voucher” means the money that the recipient of a CoFund uses to purchase artwork from a participating gallery.
- “Intellectual Property” means all rights in patent, copyright, trade names, trademarks, logos, designs, algorithms and images (including still images, audio and audio-visual media).
- “Marketplace” means the online portal located on or via the Website through which certain goods and services can be negotiated, bought and sold.
- “Material” means any information or content (including, but not limited to, data or source codes) or images in any form (whether visible or not) stored on or used in conjunction with the Services.
- “Buyer” means any person who purchases goods and/or services listed by Artists for sale on the Marketplace.
- “Registration Data” means information provided by you to us for the purposes of your registration to access certain sections of the Website including, but not limited to, your name, date of birth, gender and contact details.
- “Services” refers to the Marketplace and any associated services we provide pursuant to this Agreement, including purchasing and commissioning an artwork.
- “Term” refers to the term of this Agreement, which is for 12 months. If neither party terminates, the Term will automatically renew itself.
- “User” refers to any person using the Services, whether they are an Artist, Buyer or a person who browses, visits or otherwise uses the Website, the Marketplace or the Services.
- “Website” means the website located at www.gallerygift.com.au or any other website nominated by GalleryGift from time to time.
1.2. Any reference in this Agreement to the singular includes the plural, to any gender includes all genders, to any Act or statute includes any Act or statute which supersedes, replaces or modifies any earlier Act or statute, to persons includes all bodies and associations (including human, corporate and unincorporated), and vice versa. Paragraph headings are for reference and convenience purposes only, and all references to clauses are to clauses in this Agreement unless otherwise specified.
2. Overview of Services
2.1. The Marketplace is a portal or conduit providing Users with an online platform through which persons may list, advertise, sell or exchange goods and/or services. The Marketplace allows Users to easily purchase artworks for sale.
2.2. To use the Services, a User must register for an account in accordance with Clause 4. An unregistered User may search and find Artists’ business profiles on the website, purchase artworks outright and contribute to CoFunds.
2.3. Registered Users have access to the Services and are able to:
- view and browse artwork for sale;
- purchase artwork;
- create and contribute to CoFunds, which can store funds contributed to by multiple Users; and
- use funds in a CoFund to purchase artwork(s).
3. Using the Services
3.1. You must ensure that your access to or use of the Services is not illegal or otherwise prohibited by laws that apply in your jurisdiction.
3.2. You must take precautions to ensure that when accessing the Services you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. We will take not take responsibility for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Website and use of the Services.
3.3. Any information on this Website or otherwise provided to Users is supplied in good faith but we do not guarantee the accuracy or completeness of any information provided by us or any third party, including any Artist. You agree that it is your responsibility to make enquiries as to the accuracy or completeness of any information which we receive from you or third parties.
3.4. You agree that you have sole responsibility for any activity that occurs on your account. You must keep your GalleryGift account details and password secure, as you are responsible for any activity on your account (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your GalleryGift password or account.
3.5. GalleryGift may discontinue or stop (temporarily or permanently) providing access to the Services (or any feature of the Services) to you, Users, guests or members generally, at its absolute discretion and without prior notice to you.
3.6. GalleryGift may, at its absolute discretion, terminate or suspend your GalleryGift account or restrict your access to the Services for any reason including for security, technical, maintenance, legal or regulatory reasons, or due to any breach of these Terms. If we do this, you may be prevented from accessing all or parts of the Services, your account details or other content contained in your GalleryGift account. We will not be liable to you or any third party for doing so. We may impose limits or restrictions on your use of the Services. Further, for security, technical, maintenance, legal and / or regulatory reasons, or due to any breach of these Terms, we may withdraw the Services or change or remove functions of the Services at any time without notice to you.
3.7. The Services may contain links to other websites. Those links are provided for convenience only and may not be current. Any hyperlinks or banners advertising other websites on the Website or from websites that are external to the Website which advertise the Website are not subject to GalleryGift’s control or privacy standards, policies and procedures. GalleryGift will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of these third parties.
3.8. While using the Website and any associated Services, you must:
- Only use the internal messaging service for legitimate purposes of discussing artists and artwork and in a manner that is respectful and not harassing.
3.9. While using the Website and any associated Services, you must not:
- misuse any part of the Website by introducing viruses, trojans or other material that is malicious or technologically harmful;
- attempt to gain unauthorised access to any part of the Website, the server on which the Website is stored or any server, computer or database connected to the Website;
- engage in any activity that interferes with or disrupts the Services or the servers and networks which host the Services;
- exchange personal contact information including phone numbers or email unless for the purpose of arranging collection or delivery of artwork;
- attempt to purchase or purchase artworks for the purposes of resale;
- attempt to purchase or purchase artworks privately with a GalleryGift Artist;
- attempt to contact or approach an artist outside GalleryGift without their invitation;
- attempt to circumvent, disable or otherwise interfere with any security-related features of the Services or any features which prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Website;
- engage any abusive or derogatory behaviour; or
- advocate, support or practise discrimination based on race, religion, age, national origin, language, gender, sexual orientation or mental or physical handicap.
3.10. If you fail to comply with this Agreement, GalleryGift may, at its absolute discretion and without liability:
- immediately temporarily or permanently withdraw your right to access and use the Services (including deletion of your account);
- immediately temporarily or permanently remove goods and / or services listed by you for sale on the Marketplace;
- take any other legal action against you;
- refer or report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities.
4.1. To access certain parts of the Services, you must register with GalleryGift as a member by providing us with Registration Data as requested. You may not use one email address to register for multiple accounts.
4.2. If you are under the age of 18 years, we may ask you to confirm that you have your parents’ or guardians’ permission and that they have agreed to these Terms on your behalf and, even if we do this, we will assume that you have their permission and will provide you access to the Website and your account on this basis.
4.3. If you are a parent or guardian who has permitted a person under the age of 18 (a “Minor”) to create a GalleryGift account, you agree to:
- exercise supervision over the Minor's use of our Services and their personal account with GalleryGift;
- assume all risks associated with the Minor's use of our Services and their GalleryGift account, including the transmission of content or information to and from third parties via the Internet;
- assume any and all liabilities resulting from the Minor's use of our Services and their GalleryGift account;
- ensure the accuracy and truthfulness of all information submitted to GalleryGift and the Website by the Minor; and
- provide the necessary consents contained in these Terms on behalf of the Minor.
4.4. Subject to Clause 4.3, in the event that you provide Registration Data to us, you represent and warrant to us that the Registration Data provided is true, complete, accurate and up to date, and you undertake to maintain the truthfulness, completeness and accuracy of your Registration Data as necessary and / or as required by us.
4.5. If you provide us with Registration Data you consent to the possibility that:
- you may receive emails from us confirming the details of your registration and any purchases from the Services made through your account with GalleryGift, providing you with necessary information relating to your access and use of the Services and any purchases from the Services made through your GalleryGift account; and
- from time to time, we may email you regarding our Services or third-party products and services which we believe may be of interest to you, such as new products, features, special offers and updated information. The emails may contain code that enables our database to track your usage of the emails, including whether the email was opened and / or what links (if any) were clicked. We may combine that information with other information which we have about you and may use that information to improve your site experience and / or provide customised email communications to you.
5. Legal Capacity
5.1. Any goods and / or services purchased from an Artist on, or via, the Website is an acknowledgement by you that you meet the specified age requirement to transact with the Artist, accept these Terms and agree that these Terms are binding.
5.2. GalleryGift reserves the right to take legal action and seek compensation from a parent or guardian of a Minor for any loss or damage we may suffer as a result of, or in connection with, any transaction entered into on, or via, the Website by a User who is a Minor.
6.1. All prices displayed on the Marketplace are subject to change without notice, at the discretion of an Artist.
6.2. We pay for the first delivery and return cost and thereafter the user will bear any costs associated with delivery and return.
6.3. Notwithstanding 6.2, and as per Clause 7.8, we will cease to cover any delivery or return costs following your first return or refund request.
6.4. Where applicable, all prices listed on the Marketplace are in Australian Dollars unless otherwise specified by the Artist. Prices might otherwise be listed in British Pounds Sterling, Euros, US Dollars or any other nominated currency, as deemed necessary by GalleryGift from time to time.
6.5. All prices listed on the Marketplace include goods and services tax (GST) unless otherwise specified.
6.6. GalleryGift reserves the right, at its absolute discretion, to prohibit any User from entering into a transaction via the Marketplace for any reason.
7.1. In order to make contact with an Artist for the purchase of goods and / or services on the Marketplace, you must first register with GalleryGift in accordance with Clause 4.
7.2. You acknowledge and agree that a listing on the Marketplace for the provision of goods and / or services by an Artist to you constitutes mere information, and does not form part of any offer to sell the goods and / or services that may be provided by an Artist.
7.3. You may communicate with Artists via the direct message feature on the Website for the collection or delivery of artwork and to make general enquiries.
7.4. GalleryGift operates an online platform that connects Artists and Users. GalleryGift is not responsible for the verification or authenticity of an Artist and you accept that you are responsible for verifying the identity and authenticity of an Artist and its goods and / or services when you engage them for the provision of goods and / or services.
7.5. GalleryGift communicates primarily with Users via email. By using our Services, you accept that communication with us will be mainly via electronic means. We will contact you by email or provide you with information by posting notices on the Website. It is your responsibility to ensure that correct contact details are registered, that GalleryGift is given written notice of any changes to your contact details, and that you check the nominated email address regularly for any correspondence.
7.6. We accept no responsibility for purchases between a Buyer and an Artist, and you agree to indemnify and hold us harmless against any and losses, liabilities, expenses, damages, costs, proceedings, demands or claims arising out of, or in connection with, the provision of the Website and the use of the Services. We will not be liable for such losses in accordance with Clause 10.
7.7. Upon the delivering of a purchased artwork, you have a 7-day cooling-off period in which to notify us that you wish to return the artwork to the Artist. Subsequently, we will provide you with instructions for returning the artwork, which may include repackaging the artwork in its original packaging. You will return the artwork according to those instructions within 7 days of having received the instructions from us. Once 7 days have passed, you agree that you have accepted the purchase and may not return or request a refund on the artwork.
7.8. For all artworks in their original states properly returned under Clause 7.7, we will provide you with a total refund for that artwork. For first-time refunds, we will cover the reasonable costs of returning that artwork to the Artist. If you have requested a refund once before, you agree to cover all future delivery and return costs in relation to the same transaction.
7.9. When refunding you for an artwork that you returned under Clause 7.7, the full amount of the purchase price will be refunded to you:
- if you used a CoFund to purchase the artwork, back into a CoFund;
- if purchased the artwork outright, back into your bank account.
7.10. For the avoidance of doubt, an artwork is delivered in Clause 7.7 upon arriving at the postal address provided by you on the Website.
7.11. You may elect, instead of receiving the Artwork delivered, to pick up the Artwork. You agree and acknowledge that you are responsible for ensuring that the Artwork meets your expectations. You agree and acknowledge that you are responsible for the Artwork as soon as you have accepted it, and that any damage experienced to the Artwork once accepted by you is your sole responsibility.
8.1. The processing of payments for goods and / or services can only proceed once the Artist sells goods or services to the User.
8.2. To the maximum extent permitted by law, GalleryGift accepts no responsibility for any payment that occurs outside the Website and will not be held liable for any damages, liabilities, expenses, costs or losses suffered by Users as a result of engagement with an Artist via the Website, in accordance with Clause 10 and Clause 18.
9. CoFunds and Vouchers
9.1. Members may create and contribute to CoFunds, which store funds that can be contributed to by multiple Users.
9.2. Where a User establishes a CoFund to benefit a particular person or purpose, that User is responsible for ensuring that the CoFund is only used for that person or purpose. Where a CoFund has been contributed to by multiple Users and subsequently cannot be used for its intentioned person or purpose, then the respective value of funds must be returned to each contributing User.
9.3. Once a CoFund is received by its intended User or purpose, the amounts contributed by the contributing Users becomes non-refundable.
9.4. GalleryGift Vouchers can be used to purchase artwork only on GalleryGift.
9.5. GalleryGift Vouchers must be used within 3 years and 3 months of purchase.
9.6. CoFunds must be used within 3 years and 3 months of the CoFund being received by the recipient or CoFund Creator electronically.
9.7. GalleryGift Vouchers may be used to purchase artworks on the Website, including commissioning artworks from Artists. GalleryGift Vouchers may not be used to purchase artworks from participating galleries.
9.8. GalleryGift Vouchers may not be used to purchase another GalleryGift Voucher or contribute to another CoFund.
9.9. You must spend the entirety of the GalleryGift Voucher, and you may not request a refund of that amount to your bank account. Notwithstanding that, if you have spent more than 90% of the GalleryGift Voucher on artwork listed on the Website, you may have the remaining amount refunded to your chosen bank account.
9.10. You do not need to register with us in order to make a purchase on the Website with the GalleryGift Voucher.
10.1. We will, within a reasonable period of time, investigate any alleged error or other issue regarding any of the Services, provided that you notify us in writing within seven (7) days of becoming aware of the error or other issue, giving us all necessary information to be able to investigate the error or other issue. Notwithstanding, you agree that our liability will be limited in any event to the right to attempt redelivery of the Services to you.
10.2. You agree to use your reasonable endeavours to ensure that the information that you supply us or any Artist is complete and accurate and notify us (and, if relevant, the User(s)) in writing if there is any change to the information supplied.
10.3. Except as provided in this Agreement, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with this Agreement is given by us, other than as required by law. Nothing contained in this Agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.
10.4. Except as set out in this Clause 9, we give no further warranties. All implied warranties are hereby excluded.
10.5. You acknowledge that, to the extent permitted by law, GalleryGift does not warrant that any information or content displayed or uploaded by Artists on the Website is accurate, complete, reliable, current, error-free, virus free or suitable for any particular purpose or use under any specific conditions, and that they are provided on an “as is” and “where is” basis;
11. Liability and Exclusions
11.1. We will not be liable to you or any third party for any loss, expenses, liabilities, costs, or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of any part of the Website or downloading of any material or content posted on it, or on any website linked to it. We always recommend all Internet Users ensure they have up-to-date virus checking software installed.
11.2. You acknowledge that GalleryGift provides a marketplace service for connecting Users and Artists to use the Services, and is in no way involved in purchases or payments in relation to goods and / or services displayed on the Website. To the fullest extent permitted by law, GalleryGift is not responsible for dealing with, and not, liable for, any disputes or complaints made by you or any User in relation to the goods or services sold, or via, the Website (including any dispute or complaint regarding refunds, payment, goods or services). You should address such complaints directly with the Artist.
11.3. You agree that GalleryGift shall not be liable to you or any third party for any:
- indirect, consequential, special or exemplary losses, expenses or liabilities; or
- loss of profits, loss of revenue, economic loss, loss of goodwill, loss, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production, arising out of, or in connection with, the provision or use of the Services, the Marketplace, the Website or these Terms.
11.4. Notwithstanding, you agree that in any event, GalleryGift’s maximum aggregate liability to you or a third party under these Terms will be no more than AUD$100.
11.5. The User acknowledges and agrees that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties. The provisions of this Clause 10 will continue to apply indefinitely after Termination of this Agreement.
12.1. The User and GalleryGift agree not to use or disclose Confidential Information, relating to or owned by the other, received or disclosed to it by the other party during the Term of this Agreement, save for use or disclosure required in order to perform their respective obligations under this Agreement. Disclosure shall be limited to such of the receiving party's employees, officers, agents or contractors directly involved in performing the receiving party's obligations.
12.2. The parties agree that information is not to be regarded as confidential and that the receiving party will have no obligation regarding confidentiality where that information is already in the public domain or enters the public domain through no fault of the receiving party, or is received from a third party without any obligations of confidentiality, or is used or disclosed with the prior written consent of the owner of that information, or is disclosed in compliance with a legal requirement, or is independently developed by the receiving party.
12.3. Any Confidential Information will be returned or destroyed by the receiving party at the written request of the owner.
12.4. You allow us to refer to you in any publicity we engage in after we have provided you with the Services or, with your permission, during our provision to you of the Services.
12.5. In the event that the parties execute a separate confidentiality agreement, the terms of that agreement shall prevail over this Clause 11 only.
13.1. We may terminate this Agreement (or, at our discretion, cease to supply you with the Services) at our sole discretion if:
- it transpires that you have provided false or misleading information on the Website; or
- you are found by us to be offensive or abusive to an Artist or other Users.
13.2. Either party may terminate this Agreement immediately by written notice if the other is in breach of this Agreement to a material extent and fails to remedy the breach within fourteen (14) days of being notified of the breach in writing (if it is capable of being remedied).
13.3. Either party may terminate this Agreement immediately upon written notice the other party.
13.4. In the event that GalleryGift holds any funds for the User upon cancellation or termination, these funds will be reimbursed to the bank account selected by you.
14. Intellectual Property
14.1. You acknowledge that all Intellectual Property in any Material is the property of GalleryGift (or its licensors) and your use and access to the Services and the Website does not give you any rights, title or interest in or to the Material. Unless expressly authorised either under this Agreement or otherwise by the licensors, you may not reproduce, adapt, modify, display, perform or distribute any Material or any part of any Material. Australian and international laws protect these intellectual property rights and nothing in this Agreement gives you any permission, right or licence to use any of the Intellectual Property.
14.2. Subject to the Copyright Act 1968 (Cth) and other relevant legislation, you may view the Services and its contents for personal and non-commercial use, however, you may not in any form or by any means reproduce, modify, distribute, store, transmit, publish or display within another website or create derivative works from any part of the Services or commercialise any information obtained from any part of the Services without the prior written consent of GalleryGift or, in the case of third party Material, from the owner of the copyright and / or other Intellectual Property in that Material.
14.3. You may not modify or copy the layout or appearance of the Services or any computer software or code contained in the Services, nor may you decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to the Services.
15. Unavoidable Events
We will not be liable to you (or anyone else) if GalleryGift is prevented from, or delayed in, performing its obligations under the Agreement or for failing to provide the Services by acts, events, omissions or accidents beyond its reasonable control (‘Unavoidable Events’). Where an Unavoidable Event occurs, we will attempt to recommence provision of the Services as soon as reasonably practicable. In such circumstances, there may be a delay (sometimes a substantial delay) before we can start or continue providing the Services to you.
16.1. Any notice required to be given pursuant to this Agreement shall, unless stated otherwise in this Agreement, be in English and in writing (including email communications), and be sent to the other party marked to such address as either party may from time to time notify to the other in writing in accordance with this clause (if no such address has been provided then in the case of GalleryGift, to gallerygift.com.au, and in the case of a User, to that User’s last email address registered with their account at GalleryGift).
16.2. A correctly addressed notice sent by correctly addressed emails shall be deemed to have been received 24 hours after sending.
17. Dispute resolution
17.1. You agree that if you have a complaint about the performance of the Agreement or the Services provided that you will contact us at email@example.com and allow us reasonable time in which to consider your complaint, determine a possible solution and notify you of the solution.
17.2. If the complaint regards another User’s conduct, we may attempt to resolve the issue by taking such actions as we deem necessary, in GalleryGift’s absolute discretion, which may include the removal of a User’s access to the Website.
17.3. If the complaint regards our own performance of the Agreement, such as regarding a technical issue on the Website, we will use our reasonable endeavours to attempt to resolve the issue with you.
17.4. For any complaint regarding payment in relation to an Artwork, you agree and acknowledge that GalleryGift is indemnified from any losses, liabilities, damages, expenses or costs you or a third party may suffer in accordance with Clauses 10 and 18.
17.5. If, following a purchase, you feel the goods and / or services:
- were not of acceptable quality;
- were not fit for its purpose; or
- did not match its description,
- you may have rights under the Australian Consumer Law to have the goods and / or services replaced by the Artist, or have the price you paid for the goods and / or services refunded by the Artist.
17.6. Nothing in these Terms excludes, restricts or modifies the consumer guarantees provided for under the Competition and Consumer Act 2010 (Cth) (“Australian Consumer Law”).
18. Linking to the Website
18.1. You may link to the Website, provided that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
18.2. You must not establish a link to the Website from any website that is not owned by you (except with the website owner’s express permission).
18.3. The Website must not be framed on any other website.
18.4. Notwithstanding anything to the contrary, we reserve the right to withdraw our linking permission under this Clause 17 by updating these Terms on the Website.
19.1. To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against GalleryGift which are connected with, arise out of, relate to or are incidental to use of the Services.
19.2. You agree to indemnify and to keep GalleryGift indemnified and hold it harmless from and against any and all claims, loss, damage, taxes, liabilities and/or expenses that may be incurred by GalleryGift arising out of, or in connection with, the provision of the Website, your use of the Services, any breach by you or third party of this Agreement or the use of any part of the Website contrary to these Terms or any other warnings or instructions (including labels) on the Services, or as otherwise notified to you from time to time.
19.3. The User agrees and acknowledges that GalleryGift will not be liable or responsible for any loss or damage suffered by any Artist due to the actions of a User, and the User will indemnify GalleryGift from and against any and all claims by any Artist in relation to any and all content created by the User or any actions of the User.
20.1. We may gather personal information about our customers for the purposes of marketing, supplying or delivering our Services to you and expanding our business.
20.2. GalleryGift is committed to protecting your privacy and personal information because of our legal and ethical commitment to comply with relevant laws and, more importantly, because we know that you care how information about you may be used and shared.
20.3. Further details about our practices relating to the collection, use, disclosure and storage of your personal information are available here: gallerygift.com.au/pages/privacy.
21.1. GalleryGift reserves the right to make changes to these Terms or the Services by giving you written notice, or by otherwise posting it on the Website. Accordingly, we recommend that you re-read these Terms periodically. The latest version of these Terms will be available here: gallerygift.com.au/pages/terms. If you do not agree to these changes, you should immediately cease using the Services and otherwise accessing the Website. Your continued use of the Services or Website constitutes your acceptance of these changes.
21.2. Any provision of this Agreement that is found void or unenforceable will, to the extent that it is void or unenforceable, be severed from this Agreement without affecting the enforceability or validity of any other provisions.
21.3. A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.
21.4. This Agreement is governed by, and must be construed according to, the laws of the State of Victoria, Australia. The parties unconditionally submit to the exclusive jurisdiction of the courts in that State.