Optible Subscriber Agreement

Last updated: 25th October 2024

Background

This Services Agreement (this “Agreement”) sets out the terms and conditions governing your use of the services provided by Optible Ventures Pty Ltd ABN 76 659 316 202 (“Optible”) through our platform, including technology, AI solutions, and related services (collectively, the “Services”). This Agreement becomes effective when you access or use the Services through the platform (the “Effective Date”). By using the Services, you confirm that you have read, understood, and agree to these terms. Capitalised terms not otherwise defined in this Agreement will have the meanings assigned to them in Section 20. Optible may update this Agreement periodically, with notice provided as set out in Section 19.

If you are an individual using the Services for your own purposes: (1) all references to “Subscriber” refer to you, and (2) you confirm that you are legally authorised and competent to enter into this Agreement.

If you are using the Services on behalf of an entity or organisation: (1) all references to “Subscriber” refer to that entity or organisation, and (2) you represent that you have the legal authority to bind the entity or organisation to this Agreement.

OPERATIVE CLAUSES

Definitions and Interpretation
1. Definitions
  In this Agreement unless the context indicates otherwise, the following words will have the following meanings:
  Background IP means the Intellectual Property of a Party which was in existence prior to the commencement of this agreement or which is subsequently developed by that Party independently of and for purposes unconnected with this agreement.
  Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).
  Confidential Information means any information marked as confidential and any information received, processed, or developed by Optible Ventures Pty Ltd during the term of this Agreement that is not publicly available and relates to processes, equipment, techniques, or business operations of the Client. This includes, but is not limited to, information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features, performance notes, and techniques. It also covers concepts not reduced to material form, agreements with third parties, schematics, proposals, intentions, technical data, and marketing information such as customer lists, financial data, and business plans.
  Confidentiality and Data Protection: means the handling of sensitive and personal data processed by Optible Ventures Pty Ltd’s AI models. Optible Ventures Pty Ltd commits to implementing industry-standard security measures, including encryption, access controls, and regular audits, to protect such data and ensure compliance with applicable data protection laws, including the Australian Privacy Principles (APPs) and, where relevant, GDPR. Any breach of confidentiality, especially concerning sensitive data, will result in immediate action, including the potential termination of the agreement and liability for damages. Optible Ventures Pty Ltd emphasises the importance of maintaining strict confidentiality and reserves the right to take legal measures to safeguard and enforce these obligations.
  Consumer Guarantee means a guarantee applicable to the supply of goods or services which is incorporated into this agreement pursuant to division 1 part 3-2 of the Australian Consumer Law.
  Contract IP means any Intellectual Property created by Optible Ventures Pty Ltd in the course of performing its obligations under this agreement, including but not limited to AI models, algorithms, software, and associated systems (collectively, 'Contract IP'). This Contract IP remains the exclusive property of Optible Ventures Pty Ltd. The Client is granted a limited, non-transferable, non-exclusive licence to use the Contract IP solely for the purpose of utilising the services or products provided under this agreement. The Client acknowledges and agrees that they hold no ownership, title, or interest in the Contract IP beyond this licence. Additionally, the Client agrees not to copy, distribute, modify, reverse-engineer, sub-license, or disclose the Contract IP to any third party without obtaining prior written consent from Optible Ventures Pty Ltd.
  Data Breach Notification means Optible Ventures Pty Ltd will notify the client immediately upon becoming aware of any data breach involving the client’s information. In such an event, Optible will take all necessary steps to contain and mitigate the effects of the breach, including securing affected systems, conducting a thorough investigation, and implementing corrective measures to prevent future incidents. Optible will also comply with all regulatory requirements for data breach reporting under applicable data protection laws, including the Australian Privacy Principles (APPs) and the GDPR (if applicable). In the event of a data breach, Optible’s liability is limited to direct damages arising from the breach, excluding any indirect or consequential damages. However, this limitation does not apply in cases of gross negligence or wilful misconduct by Optible.
  Data Ownership and Intellectual Property Rights refer to the ownership and licensing boundaries for data and outputs processed under this agreement. Clients retain ownership of the raw data they provide to Optible Ventures Pty Ltd. However, any processed data, including AI models, insights, algorithms, and outputs generated using the client’s raw data, will be considered the proprietary intellectual property of Optible Ventures Pty Ltd. The Client is granted a limited, non-transferable, non-exclusive licence to use these outputs solely within their organisation for internal purposes. This licence explicitly prohibits the Client from modifying, distributing, commercialising, or using these outputs beyond the agreed scope without written approval from Optible Ventures Pty Ltd.
  Data Privacy and Protection means Optible Ventures Pty Ltd will handle, store, and process all client data in compliance with the Australian Privacy Principles (APPs). Optible is responsible for maintaining the security of client data, implementing encryption, access controls, and other robust security measures to safeguard against unauthorised access or breaches. Data will only be processed, anonymised, or aggregated under conditions agreed upon by the parties and in accordance with relevant legal requirements. The client warrants that any data they provide complies with applicable laws, and acknowledges that they remain the data controller while Optible acts as the data processor, following the client’s instructions.
  Dispute Resolution for Data-Related Conflicts means in the event of a dispute arising from data breaches, misuse, or issues related to intellectual property ownership, the parties agree to first resolve the matter through a specialised dispute resolution mechanism before pursuing litigation. The parties will engage a neutral third-party mediator or technical expert with expertise in technology and AI to assess the dispute and facilitate a resolution. This process aims to resolve conflicts efficiently and fairly, utilising specialised knowledge to address the complexities of data-related issues. The parties agree that all reasonable efforts will be made to reach an amicable settlement through this process before any escalation to legal proceedings.
  Deliverable means the goods or services to be supplied by the Supplier pursuant to this agreement. In the context of AI services provided by Optible Ventures Pty Ltd, deliverables include but are not limited to AI model reports, training logs, application programming interfaces (APIs), integration support, and other related technical documentation. Deliverables may also involve ongoing model updates, maintenance, or access to cloud-based AI solutions rather than a one-time product. Optible Ventures Pty Ltd will provide detailed documentation outlining the nature, scope, and expected output of each deliverable, ensuring that the client has a clear understanding of what they will receive and any conditions that apply to the continued provision and support of these services.
  Facilities means working space, computer equipment, access to the internet and Your computer network, telecommunications system etc. It includes access to such resources but also use of them to the extent required by the Supplier in order to perform the Services.
  Fee(s) means the fees set out in the Specification.
  Force Majeure Event means any occurrence or omission as a direct or indirect result of which the Party relying on it is prevented from or delayed in performing any of its obligations under this agreement and which is beyond the reasonable control of that Party and could not have been prevented or mitigated by reasonable diligence or precautionary measures, including forces of nature, natural disasters, acts of terrorism, riots, revolution, civil commotion, epidemic, industrial action and action or inaction by a government agency but does not include any act or omission of a subcontractor.
  GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  Intellectual Property means all present and future rights conferred by statute, common
  law or equity in or in relation to any copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, confidential information, know how, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.
  Limitation of Use and Access to Data means that the client’s access to services, deliverables, AI models, algorithms, and data outputs provided by Optible Ventures Pty Ltd is strictly limited to internal business use. The client is prohibited from modifying, reverse-engineering, sublicensing, or redistributing any AI models, algorithms, or outputs. Optible Ventures Pty Ltd reserves the right to utilise data processed under this agreement in an anonymised form for internal research, product development, and AI model training purposes.
  Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.
  Parties means Optible Ventures Pty Ltd and You, and Party means either one of them.
  Performance Guarantees means Optible Ventures Pty Ltd provides limited performance guarantees tied to specific milestones or deliverables, such as the delivery of a functioning AI model based on agreed criteria within a specified timeframe. While Optible will use its best efforts and expertise to deliver high-quality AI models, the client acknowledges that the accuracy and performance of AI solutions depend on data quality and technological limitations. No guarantees are made beyond the agreed milestones or deliverables.
  Related Body Corporate has the meaning given in s 50 of the Corporations Act 2001 (Cth).
  Services means the services set out in the Specification.
  Specification means the specific Services to be provided by Optible Ventures Pty Ltd under this Agreement. The Specification is set out in Schedule 1 of this Agreement.Supplier’s Personnel means any person or persons that the Supplier designates to perform the Services on the Supplier’s behalf.
  Termination Date means the earlier of:
  1. the date of termination of this Agreement by You or Optible Ventures Pty Ltd; and
  2. the date of expiry of this Agreement.
Interpretation
In this Agreement unless the context otherwise requires:
1. words importing any gender include every gender;
2. words importing the singular number include the plural number and vice versa;
3. words importing persons include firms, companies and corporations and vice versa;
4. references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this Agreement;
5. reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
6. any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
7. the headings to the clauses and schedules of this Agreement are not to affect the interpretation;
8. any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law made under that enactment;
9. the word "including" (and related forms including "includes") means "including without limitation".

2. Services

Optible Ventures Pty Ltd will provide the Services to You in consideration for You paying the Fee to Optible Ventures Pty Ltd, subject to the provisions of this agreement.
Optible Ventures Pty Ltd and You will agree on the time and place for the performance of the Services.
Optible Ventures Pty Ltd will use reasonable endeavours to complete the Services including the provision of data, materials or reports by the dates specified in the Specification or any other dates agreed by the Parties.
The Services will be performed by the employees that Optible Ventures Pty Ltd may choose as most appropriate to carry out the Services as agreed, from time to time by the Parties.
The Services to be performed as agreed by the Parties, the time estimates for the provision of the particular Services, and the Fee(s) will be set out in the Specification.
Fee(s)
3.1. Payment of Fees
1. In consideration of the provision of the Services in accordance with this agreement, You will pay Optible Ventures Pty Ltd the Fee.
2. Where Optible Ventures Pty Ltd’s charges are based on an hourly rate, any time spent which is less than an hour is charged on a pro-rated basis.
3. You acknowledge that the Fees are exclusive of any GST that may be charged by Optible Ventures Pty Ltd to You, and therefore Optible Ventures Pty Ltd will be entitled to add on GST.
3.2. Payment Terms
Direct Debit
Optible Ventures Pty Ltd will automatically debit the agreed Fees from the client’s nominated account on a recurring basis as outlined in the payment schedule. The client agrees to ensure sufficient funds are available in the nominated account on the scheduled payment dates to avoid any disruptions. Optible Ventures Pty Ltd will notify the client of any failed transactions and reserves the right to charge a reasonable fee for such instances. Direct debit is the preferred payment method, and by selecting this option, no additional invoicing will be provided unless requested.
3.3. Costs and disbursements
Optible Ventures Pty Ltd is permitted to charge for all costs and expenses incurred in performing the Services.
3.4. Failure to pay
If You do not make a payment by the date stated in an invoice or as otherwise provided for in the agreement, Optible Ventures Pty Ltd is entitled to do any or all of the following:
1. require You to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and
2. not perform any further Services (or any part of the Services).
3.5. Disputed invoices
If You dispute the whole or any portion of the amount claimed in an invoice submitted by Optible Ventures Pty Ltd, You must:
1. pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment set out in this agreement; and
2. notify Optible Ventures Pty Ltd in writing (within 7 days of receipt of the invoice) of the reasons for disputing the remainder of the invoice.
Optible Ventures Pty Ltd's Personnel
1. If You:
  1. make a notice in writing to ****Optible Ventures Pty Ltd; and
  2. has reasonable grounds which have been disclosed and discussed with Optible Ventures Pty Ltd may require to cease to permit a particular person or persons employed by Optible Ventures Pty Ltd or acting as agent for Optible Ventures Pty Ltd to carry out the Services.
2. If You make the requirement referred to in clause 4(a), Optible Ventures Pty Ltd must, as soon as it is practicable:
  1. cease to provide the service of the particular person or persons in respect of Your business; and
  2. provide the services of an alternative person or persons as may be reasonably acceptable to You.
Your Obligations
1. During the preparation of the Specification and performance of the Services will:
  1. cooperate with Optible Ventures Pty Ltd as reasonably requires;
  2. provide the information and documentation Optible Ventures Pty Ltd that reasonably requires;
  3. make available to Optible Ventures Pty Ltd such Facilities as reasonably requires; and
  4. ensure that Your staff and agents cooperate with and assist Optible Ventures Pty Ltd.
2. You will not charge for Optible Ventures Pty Ltd’s use of the Facilities made available by You.
3. If You do not provide the Facilities that Optible Ventures Pty Ltd reasonably requires (and within the time period) to perform the Services, then any additional costs and expenses which are reasonably incurred by Optible Ventures Pty Ltd will be paid by You.
No partnership or employment relationship
1. Nothing in this agreement constitutes the relationship of employer and employee between You and Optible Ventures Pty Ltd or between Your and Optible Ventures Pty Ltd’s Personnel.
2. It is the express intention of the Parties that any such relationships are denied.
Use of subcontractors
1. Optible Ventures Pty Ltd may engage subcontractors to provide some or all of the Services under this agreement. Optible Ventures Pty Ltd remains fully responsible for the work and conduct of any subcontractors it engages, ensuring that all services are performed to the same standard as outlined in this agreement and the Specification.
2. All subcontractors used by Optible must comply with the same confidentiality and data protection standards as Optible Ventures Pty Ltd, particularly when handling sensitive data. Subcontractors will be required to implement industry-standard security measures and comply with applicable data protection regulations, including the Australian Privacy Principles (APPs) and the GDPR (where applicable).
3. If any third-party systems or technologies are integrated into the client’s AI solution, Optible will notify the client in advance. Such integrations will be managed in strict compliance with all relevant data protection regulations, ensuring the security and integrity of the client’s data are maintained throughout the subcontractor’s involvement.
4. Any terms in a subcontract that stipulate a higher standard of service than those set out in this agreement (including timing, quality, and security measures) will govern the relevant services provided by the subcontractor.
Disclosure and ownership of intellectual property
1. The Parties agree that, other than as expressly provided in this clause, nothing in this agreement transfers or grants to any Party any right, title or interest in or to any Intellectual Property in any Background IP. Optible Ventures Pty Ltd grants to You a worldwide, royalty free, perpetual, irrevocable, transferable, non-exclusive licence to use the Background IP to the extent necessary to derive full benefit from its acquisition of the Deliverables.
2. You acknowledge that ownership of the Contact IP remains vested in Optible Ventures Pty Ltd. Optible Ventures Pty Ltd grants to You an exclusive, perpetual, fully paid-up, irrevocable, worldwide licence to use the Contract IP for the sole purpose of enabling You to derive full benefit from its acquisition of the Deliverables.
3. Optible Ventures Pty Ltd agrees to indemnify You fully against all liabilities, costs and expenses that You may incur if the Contract IP or Background IP infringes the rights of a third party, save that Optible Ventures Pty Ltd will have no indemnity obligation if any infringement, suspected infringement or alleged infringement of the Contract IP or Background IP arises from:
  1. use of the Deliverables in combination by any means and in any form with other goods not specifically approved by Optible Ventures Pty Ltd;
  2. use of the Deliverables in a manner or for a purpose not reasonably contemplated or not authorised by Optible Ventures Pty Ltd;
  3. modification or alteration of the Deliverables without prior consent in writing of Optible Ventures Pty Ltd; or
  4. any transaction entered into by Optible Ventures Pty Ltd the Customer relating to the Deliverables without 's prior consent in writing.
4. The obligations accepted by Optible Ventures Pty Ltd under this clause 8 survive termination or expiry of this agreement.
Confidentiality
1. A Party which receives Confidential Information (Recipient) from the other Party (Discloser) must keep the Discloser’s Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.
2. The Recipient’s obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the Discloser.
3. At the Termination Date, or when earlier directed by the Discloser:
  1. all Confidential Information must be returned to the Discloser, including all copies of the Confidential Information or any extracts or summaries of the ConfidentialInformation that the Recipient makes and any software that the Recipient creates based on the Confidential Information; and
  2. the Recipient must erase and destroy any copies of any software containing or comprising the Confidential Information in the Recipient’s possession or under the Recipient’s control or that may have been loaded onto a computer possessed or controlled by the Recipient.
4. The Confidential Information does not include information which:
  1. is generally available in the public domain otherwise than as a result of a breach of clause 9(a) by the Recipient; or
  2. was known by the Recipient prior to the Discloser disclosing the information to the Recipient.
5. The Recipient agrees that the Discloser may require any of the Recipient’s personnel to sign a confidentiality agreement in a form that the Discloser approves, as a condition of the Discloser’s acceptance of any of the Recipient’s personnel.
6. The Recipient agrees to indemnify the Discloser fully against all liabilities, costs and expenses which the Discloser may incur as a result of any breach of this clause 9 by the Recipient.
7. The Recipient acknowledges that damages may be an inadequate remedy for breach of this clause 9 and that the Discloser may obtain injunctive relief against the Recipient for any breach of this clause 9.
8. The obligations accepted by the Recipient under this clause 9 survive termination or expiry of this agreement.
Warranties, liability and indemnities
10.1. Warranties
1. Optible Ventures Pty Ltd warrants that it will use reasonable care and skill in performing the Services.
2. If Optible Ventures Pty Ltd performs the Services (or any part of the Services) negligently or materially in breach of this agreement including any part of the Specification, then, if requested by You, Optible Ventures Pty Ltd will re-perform the relevant part of the Services, subject to clauses 10.6(a) and 10.6(b) below.
3. Your request referred to in clause 10.1(b) must be made within 30 days of the date Optible Ventures Pty Ltd completed performing the Services.
10.2. Insurances
Optible Ventures Pty Ltd must take out the following insurance:
1. worker’s compensation insurance as prescribed by law for Optible Ventures Pty Ltd’s Personnel; and
2. public liability insurance for a minimum of an amount to be agreed for each occurrence.
10.3. Employees and subcontractors
1. Optible Ventures Pty Ltd covenants that Optible Ventures Pty Ltd is solely responsible for payment to Optible Ventures Pty Ltd’s employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled as Optible Ventures Pty Ltd’s employees or agents.
2. Optible Ventures Pty Ltd must otherwise comply with legislation applicable to Optible Ventures Pty Ltd’s employees and agents.
10.4. Compliance with all laws
Throughout this agreement Optible Ventures Pty Ltd must comply at Optible Ventures Pty Ltd’s own cost and expense with all acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Commonwealth, state and local government departments, bodies, and public authorities or other authority. This requirement applies to Optible Ventures Pty Ltd or to the Services. Optible Ventures Pty Ltd must indemnify You from and against all actions, costs, charges, claims and demands in respect of such action, cost, charge, claim and demand.
10.5. No warranties in relation to completion
Optible Ventures Pty Ltd provides no warranty that any result or objective can or will be achieved or attained at all or by a given completion date any other date, whether stated in this agreement, the Specification or elsewhere.
10.6. Limitation on liability
1. Except in the case of death or personal injury caused by Optible Ventures Pty Ltd’s negligence, the liability of Optible Ventures Pty Ltd under or in connection with this agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the Fees paid by You to Optible Ventures Pty Ltd under this agreement. The provisions of clause 10.6(a) will not apply to clause 10.4.
2. Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause do not apply to clause 10.4. For the purposes of this subclause, “consequential loss or damage” means any Loss that does not arise naturally and according to the usual course of things as a result of a breach of this agreement or other event giving rise to such Loss, whether or not such Loss may reasonably be supposed to have been in the contemplation of the Parties at the time they made this agreement.
10.7. No reliance
Each of the Parties acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.
10.8. Survival of obligations
The obligations accepted by Optible Ventures Pty Ltd and You under this clause 10 survive termination or expiry of this agreement.
Termination
1. Termination by Either PartyEither Party may terminate this Agreement by providing notice through the platform if the other Party:
  1. Fails to observe any term of this Agreement; and
  2. Does not rectify the breach to the satisfaction of the notifying Party within 7 days of receiving the breach notice electronically.
2. Immediate TerminationEither Party may immediately terminate this Agreement through the platform or via email if any of the following occurs:
  1. The other Party commits a material breach of the Agreement that cannot be rectified;
  2. The user initiates bankruptcy proceedings, enters into a deed of arrangement, or an order is made for liquidation;
  3. An administrator, receiver, receiver/manager, or liquidator is appointed to the user under the Corporations Act; or
  4. The user is deemed insolvent under any of the circumstances set out in the Corporations Act.
3. Effect of TerminationUpon termination:
  1. All access to the services will be immediately revoked or suspended through the platform;
  2. Any outstanding fees, expenses, or reimbursements payable by the user to Optible Ventures Pty Ltd for services rendered prior to the termination date must be paid within 7 days following termination;
  3. Optible Ventures Pty Ltd may delete or deactivate the user’s account and associated data unless retention is required by law.
General
12.1. Force Majeure
1. Neither Party has any liability under or may be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from a Force Majeure Event.
2. The Party affected by these circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
3. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this agreement by written notice to the other Party.
12.2. Amendments
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
12.3. Assignment
1. Subject to clause (b), neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party.
2. A Party may assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.
12.4. Entire agreement
1. This Agreement contains the whole agreement between the Parties in respect of the subject matter of the Agreement.
2. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
12.5. Waiver
1. No failure or delay by Optible Ventures Pty Ltd in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.
2. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
12.6. Agency, partnership etc
1. This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.
2. Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party's behalf.
12.7. Further assurance
Each Party to this Agreement will at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
12.8. Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
12.9. Announcements
1. Subject to clause (b), no Party will issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes the other Party with a copy of such announcement or information and obtains the approval of the other Party to its terms.
2. No Party will be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
12.10. Notices
A notice or other communication connected with this Agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in this Agreement, or sent by facsimile to the facsimile number of the addressee.
12.11. Work, health and safety
Optible Ventures Pty Ltd must comply with all relevant work, health, safety and welfare standards and regulations determined by You or as prescribed by legislation.
12.12. Law and jurisdiction
This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in SA, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of SA.