BETWEEN: ALLSALES BUSINESS ADVISORY ABN 56 630 339 150 
Level 11, 1 Chifley Square, Sydney 2000 (the “Company”)
AND: The Mentor agreeing to this agreement by digital means. "Mentor").
RECITALS:
A. The Company carries on a business of providing business mentoring programs, business readiness programs and assistance to business owners exiting their businesses through partnerships, capital raising and traditional business sales. The Company delivers these programs according to the Allsales Playbook, a proprietary program of business mentoring.
B. The Mentor has expertise relevant to members and clients of the Company as a Business Advisor, Business Consultant, Business Coach and/or Business Broker.
C. The parties have entered into this Agreement to set out the terms and conditions on which the Mentor will provide the Services to or at the request of the Company during the Term.
D. For the purposes of this agreement, "The Company" and "ALLSALES ADVISORY" have the same meaning and are interchangeable.
THE PARTIES AGREE:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement (including the recitals):
"Accredited Mentor" means a mentor who has undertaken Mentor Accreditation Training and is accredited for the ALLSALES ADVISORY by the Company.
"Business Broker" means a mentor who has undertaken Mentor Accreditation Training and is accredited for the ALLSALES ADVISORY and holds a Business Broking License.
"Business Broker Referral" means 20% of the total gross commissions received from the sale of a business referred to the Mentor.
"Business Sales Advertising" means any business for sale listed directly by the Mentor or referred by the Company to the Mentor to be listed and promoted on the Allsales Website.
"Business Consultant" means a Business Advisor, Consultant or Business Coach assisting business owners.
"Claim" means, in relation to a party, a demand, claim, action or proceeding made or brought by or against that party, however arising and whether present, unascertained, future or contingent.
“Client” means any party (business owners, buyer or seller) introduced to the Mentor via or as a result of the Allsales brand.
systems, either directly or indirectly where the Licensee has been able to complete a transaction;
"Corporations Act" means the Corporations Act 2001 (Cth).
“Consulting Fees” means fees charged for consulting services or as otherwise agreed by the Parties prior to the commencement of the Consulting Services to which they relate.
“Consulting Services” means consulting services relating to business services including, sale of business, partnerships and capital raisings.
"Expertise" means the area of expertise identified by the Mentor in a Mentor Application Form and described in Item 2 of Schedule 1.
"GST" has the meaning given to it in the GST Act.
"GST Act" means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
"GST Law" has the meaning given to it in the GST Act.
"Insolvency Event" means the happening of any of the following events:
(a) an application is made to a court for an order that a body corporate be wound up and an application is not lodged with the court to set aside the original application within 15 Business Days of the date of the original application; or
(b) a liquidator or provisional liquidator is appointed in respect of a body corporate or one of them is appointed, whether or not under an order; or
(c) a body corporate enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any class of its creditors, or it proposes a re-organisation, moratorium or other administration involving any of them; or
(d) a body corporate resolves to wind itself up, or otherwise dissolve itself, or gives notice of intention to do so, or is otherwise wound up or dissolved; or
(e) a body corporate is or states that it is insolvent (within the meaning of that word given to it by section 95A(2) of the Corporations Act); or
(f) a body corporate takes any step to obtain protection or is granted protection from its creditors, under any applicable legislation; or
(g) in the case of a natural person, the person becoming an insolvent under administration (as defined in section 9 of the Corporations Act); or
(h) anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction.
"Law" means any principle in common law or equity and any requirement under any legislation, rule, instrument, code of practice, ordinance or by law, present or future.
"Liabilities" means Claims, losses, damages, liabilities (direct and indirect), costs or expenses of any kind and however arising, including legal costs (on a full indemnity basis), penalties, fines and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
"Member" means a person who has signed up to be a member of the ALLSALES ADVISORY by completing the registration page on the website.
"ALLSALES ADVISORY" means the Company's online platform accessible via the Website and other social media platforms including Youtube, Facebook, Instagram, Linkedin and Podcast One.
"Mentor" means the party described in Item 1 of Schedule 1.
"Mentor Accreditation Training" means the training program provided by the Company to accredit mentors for the ALLSALES ADVISORY, as modified by the Company from time to time.
"Mentor Application Form" means a form containing a mentor's personal and business information, qualifications, Expertise, licensing and registrations, substantially in the form of Schedule 2.
"Mentor Training Material" means any material provided by the Company to the Mentor for the purposes of providing training and accreditation.
"Mentoring Fee" for any period of time means an amount equal to the number of Mentoring Sessions participated in by the Mentor during that period multiplied by the Mentoring Rate.
"Mentoring Rate" means $200.00 (plus GST) per Mentoring Session.
"Mentoring Session" means a meeting between a mentor and a Member (whether face to face or via any means of technology which permits the Mentor to communicate with the Member) as arranged by the Member through the ALLSALES ADVISORY for the purposes of the mentor providing mentoring to the Member.
"Law" means any principle in common law or equity and any requirement under any legislation, rule, instrument, code of practice, ordinance or by law, present or future.
"Liabilities" means Claims, losses, damages, liabilities (direct and indirect), costs or expenses of any kind and however arising, including legal costs (on a full indemnity basis), penalties, fines and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
"Member" means a person who has signed up to be a member of the ALLSALES ADVISORY by completing the registration page on the website.
"ALLSALES ADVISORY" means the Company's online platform accessible via the Website and other social media platforms including Youtube, Facebook, Instagram, Linkedin and Podcast One.
"Mentor" means the party described in Item 1 of Schedule 1.
"Mentor Accreditation Training" means the training program provided by the Company to accredit mentors for the ALLSALES ADVISORY, as modified by the Company from time to time.
"Mentor Application Form" means a form containing a mentor's personal and business information, qualifications, Expertise, licensing and registrations, substantially in the form of Schedule 2.
“Allsales Playbook” means the proprietary process of delivering Business Consulting. Business Coaching, Business Advisory,
Business Exit Planning and Business Broking Services to a Client;
"Mentor Training Material" means any material provided by the Company to the Mentor for the purposes of providing training and accreditation.
"Mentoring Fee" for any period of time means an amount equal to the number of Mentoring Sessions participated in by the Mentor during that period multiplied by the Mentoring Rate.
"Mentoring Rate" means $200.00 (plus GST) per Mentoring Session.
"Mentoring Session" means a meeting between a mentor and a Member (whether face to face or via any means of technology which permits the Mentor to communicate with the Member) as arranged by the Member through the ALLSALES ADVISORY for the purposes of the mentor providing mentoring to the Member.
“Referral Fee” means an agreed percentage as noted in this agreement of the total gross fees charged by the “Mentor” to the “Client” as being payable to the Company. For the avoidance of doubt, the total gross fees include any commissions, consulting fees, coaching fee, rebates or special payments received from the Client or an affiliate of the Client for services provided by the Mentor;
"Services" means the mentoring and educational services to be supplied by the Mentor on the ALLSALES ADVISORY, being those services described in clause 5.
“Term” means the period commencing on the date of this Agreement and ending on the earlier of the first anniversary of this Agreement and any earlier date of termination of this Agreement in accordance with the terms of this Agreement.
"Website" means the website accessible at WWW.ALLSALES.BIZ/BUSINESS AND WWW.ALLSALES.BIZ
1.2 Interpretation
In this Agreement unless the context otherwise requires:
(a) headings are for convenience only and do not affect the interpretation of this Agreement;
(b) the singular includes the plural and vice versa;
(c) the word "person" includes a natural person and any association, body or entity whether incorporated or not;
(d) where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
(e) a reference to "including" means "including but not limited to" and "include" and "includes" have corresponding meanings;
(f) a reference to any thing is a reference to the whole and each part of it;
(g) a reference to a group of persons is a reference to all of them collectively and to each of them individually; and
(h) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it.
2. APPOINTMENT OF MENTOR
2.1 Provision of Services
(a) In consideration of the Company providing the Mentor with exposure on the ALLSALES ADVISORY, the Company appoints the Mentor to provide the Services on the terms and conditions of this Agreement and the Mentor accepts that appointment.
(b) The Mentor will allow the Company to use its name and likeness in connection with the ALLSALES ADVISORY as “Accredited by Allsales” or "Accredited Mentor with Allsales Business" or "Allsales Accredited Business Broker".
2.2 Term
This Agreement continues for the Term unless otherwise earlier terminated in accordance with the provisions of this Agreement.
2.3 Non-exclusive appointment
This Agreement does not:
(a) restrict the Company from appointing any other person as a mentor or acquiring services which are the same as or similar to the Services from any other source; or
(b) oblige the Company to acquire any service from the Mentor other than as set out in this Agreement.
3. CONDITIONS ON BECOMING A MENTOR
Clause 2 does not become binding on the parties and has no force or effect unless and until the Mentor:
(a) submits a Mentor Application Form to the Company in a form acceptable to the Company; and
(b) provides to the Company all of the information required for the mentor profile webpage under clause 4(a).
4. MENTOR PROFILE
The Company will provide the Mentor with a profile webpage on the ALLSALES ADVISORY ("Mentor Profile Page").
(a) The Mentor Profile Page will contain:
(i) a biography of the Mentor of no more than 500 words;
(ii) a recent photograph of the Mentor;
(iii) a link to a personal or business website of the Mentor; and
(iv) a link to the Mentor's social media accounts.
(b) The Mentor must ensure that the information displayed on the Mentor Profile Page is up to date at all times and must promptly notify the Company in writing of any changes to the information.
5. MENTOR PROFILE
The Company will provide the Mentor with a profile webpage on the ALLSALES ADVISORY ("Mentor Profile Page").
(c) The Mentor Profile Page will contain:
(i) a biography of the Mentor of no more than 500 words;
(ii) a recent photograph of the Mentor;
(iii) a link to a personal or business website of the Mentor; and
(iv) a link to the Mentor's social media accounts.
(d) The Mentor must ensure that the information displayed on the Mentor Profile Page is up to date at all times and must promptly notify the Company in writing of any changes to the information.
6. SERVICES
During the Term, the Mentor must:
(a) In exchange for waiving any ongoing technology fees to the Company, the Mentor is required to list any businesses for sale on the allsales Website www.allsales.biz/business under on the of the listing plans.
(b) no less than twice per week, login to the ALLSALES ADVISORY and answer any question submitted by a Member on the Managed Platform that relates to the Mentor's Expertise;
(c) no less than once per month, provide the Company (by email to admin@allsales.net.au) with a blog post to be published by the Company on the ALLSALES ADVISORY;
(d) no less than once per week, post a link to the Website or to any new content (whether created by the Mentor or another mentor) displayed on the ALLSALES ADVISORY on the Mentor's personal or business website and all social media accounts;
(e) if the Mentor is an Accredited Mentor, participate in Mentoring Sessions in accordance with clause 8; and
(f) if the Mentor is an Accredited Business Broker, participate in training Sessions in accordance with clause 9.
7. ADDITIONAL CONTENT
The Company agrees to publish on the ALLSALES ADVISORY, any content provided by the Mentor to the Company (by email to admin@allsales.net.au) in addition to the content required under clause 5(b), provided that the content complies with the requirements set out in clause 7.
8. CONTENT REQUIREMENTS
The Mentor must ensure that all content provided by or on behalf of the Mentor to the Company for publishing on the ALLSALES ADVISORY pursuant to clauses 5(b) and 6 is:
(a) original;
(b) created by the Mentor exclusively for the ALLSALES ADVISORY;
(c) in the form of a written article, video or podcast.
9. MENTORING SESSIONS
(a) If the Mentor:
(i) is an Accredited Mentor; and
(ii) has been selected by a Member for a Mentoring Session,
then, the Mentor must:
(iii) attend the Mentoring Session arranged by the Member; and
(iv) provide mentoring and advice relevant to the Mentor's Expertise to the Member during the Mentoring Session.
(b) For the avoidance of doubt, a mentor who is not an Accredited Mentor is not permitted to participate in any Mentoring Sessions.
(c) In consideration for the Mentor participating in Mentoring Sessions, the Company agrees to pay the Mentoring Fee to the Mentor.
(d) The Mentor will, by the 15th day of each month, provide to the Company an invoice for the Mentoring Sessions participated in by the Mentor in the preceding month.
(e) Each invoice will
(i) contain sufficient information to enable the Company to establish the accuracy of the invoice, including a calculation of the One-On-One Mentoring Fee owing to the Mentor and a description of the Mentoring Sessions to which the invoice relates; and
(ii) be in the form of a tax invoice for GST purposes.
(f) The Company will pay the Mentor for each invoice within 30 days of the date of receipt of the invoice or as otherwise agreed between the parties.
10. BUSINESS BROKING
(a) If the Mentor:
(i) is an Accredited Mentor; and
(ii) holds a current Business Broking License and current professional indemnity insurance,
then, the Mentor agrees to:
(iii) attend to any leads provided by Allsales Advisory;
(iv) provide professional advice relevant to the Mentor's Expertise to the referral during the business sales process; and
(v) use reasonable endeavors to work together with any other mentor selected by the Member to participate in the Sales Process to ensure the Clients business is prepared and promoted in accordance with the Allsales Business Sales Process; and
(b) For the avoidance of doubt, a mentor who is not an Accredited Business Broker is not permitted to advise business owners on the business sales process.
(c) In consideration for the Mentor participating in business sales process, the Mentor agrees to pay the Company a 20% referral fee based on the gross commission from the sale process along with and any fees from the Referral.
(d) The Mentor agrees to provide to the Company a reconciliation of any deal within 7 days of receipt of payments or commissions received as a result of the referral.
The monthly reconciliation should include sufficient information to enable the Company to establish the accuracy of services provided;
The Mentor agrees to pay Company within 7 days of the date of receipt of the commission or as otherwise agreed between the parties.
11. SERVICES PERFORMANCE
The Mentor must:
(a) in performing the Services:
(i) not use foul, aggressive or abusive language on the ALLSALES ADVISORY;
(ii) not answer questions, provide advice or create any content on a topic outside the Mentor's Expertise;
(iii) engage with Members in a professional and polite manner;
(iv) not submit any content to the ALLSALES ADVISORY or otherwise provide any advice or answer to a Member which would cause the Company to be in breach of any law for not being licensed or otherwise authorised to offer or otherwise facilitate the provision of advice to a Mentor, including (without limitation) laws that require the Company to have an Australian Financial Services Licence under the Corporations Act or any other licence or permit under any other law;
(v) not engage in misleading or deceptive conduct or make any misrepresentations;
(vi) not breach or infringe upon the Company's rights or the rights of any other person, including but not limited to copyright, trademarks, intellectual property and privacy;
(vii) not engage in conduct which causes or is likely to cause offence, is obscene, pornographic, hateful, threatening, abusive, harassing, degrading or intimidating towards an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability or is otherwise illegal, unlawful or inappropriate;
(viii) not engage in conduct that is defamatory or constitutes a malicious or injurious falsehood;
(ix) not impersonate any person or entity, including but not limited to another mentor or the Company, or falsely state or otherwise misrepresent its affiliation with a person or entity including but not limited to another mentor or the Company;
(x) not direct spam or other similar mass emails to the Company, any Member or any other person listed on the ALLSALES ADVISORY;
(xi) not use the ALLSALESADVISORY or any content on the ALLSALES ADVISORY in any illegal, unlawful, unauthorized or inappropriate manner, including but not limited to hacking or obtaining personal information or passwords from the Company or any Member and transmitting viruses, malware, spyware or worms;
(xii) not use any software or other means to:
(A) data mine, download, copy or index the ALLSALES ADVISORY or any content on the ALLSALES ADVISORY;
(B) interfere or attempt to interfere with the proper working of the ALLSALES ADVISORY;(C) submit content onto the ALLSALES ADVISORY without such content being manually entered by the author of the content, including but not limited to the use of any automated posting device to submit content to the ALLSALES ADVISORY in bulk or at regular intervals;
(xiii) not collect personal data about Members or other persons for commercial or unlawful purposes;
(xiv) not disrupt the normal flow of dialogue on the ALLSALES ADVISORY with an excessive amount of content on the ALLSALES ADVISORY or otherwise negatively affect Member's ability to use the ALLSALES ADVISORY or attempt to gain unauthorized access to the Company's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of the ALLSALES ADVISORY;
(b) maintain at least on active consulting Client or 5 active paid business listings on allsales.biz.business; (c)comply with any policies and procedures notified by the Company to the Mentor from time to time, including those contained in any Mentor Training Material;
(d) comply with all reasonable directions and requirements of the Company as soon as practicable; and
(e) attend and participate in meetings as required by the Company.
12. OTHER OPPORTUNITIES
(a) The Company may, at any time during the Term, provide the Mentor with opportunities to engage with Members in addition to providing the Services.
(b) The Mentor acknowledges and accepts that any such opportunities referred to in clause 11(a) will not be covered by this Agreement and will constitute a separate arrangement that must first be agreed in writing between the parties.
13. WARRANTIES
13.1 Mentor Warranties
The Mentor warrants to the Company that:
(c) each Service will be provided with all due care and skill that would be expected of a skilled professional experienced in providing the same or similar services;
(d) its representations to the Company (including any Services information or correspondence) are complete and accurate, not misleading or deceptive and may be relied on by the Company in entering into this Agreement and any Contract;
(e) it holds all licences, approvals and permits required by Law to perform its obligations under this Agreement, including to use and authorise the Company to display any content supplied by the Mentor to the Company;
(f) any content provided by the Mentor to the Company does not infringe the intellectual property rights of any third party;
(g) any content provided by the Mentor to the Company for publishing on the ALLSALES ADVISORY is materially and factually correct and true, is not misleading or deceptive and does not contain a misrepresentation;
(h) it will not reproduce, duplicate or copy any content on the ALLSALES ADVISORY without the Company's express written consent and will not decompile, disassemble, reverse engineer or otherwise attempt to discover any source code contained on the ALLSALES ADVISORY;
(i) it will not use any trade-marks, trade names, service marks or logos of the Company without the Company's written consent; and
(j) it will not do anything to cause a breach of clause 10.
14. INSURANCE
The Mentor agrees:
(a) at its own expense, to obtain and maintain the following insurance policies with a reputable insurer reasonably approved by the Company with coverage limits as set out below:
(i) professional indemnity insurance with a minimum cover of $1,000,000 per claim; and
(ii) such other policies of insurance as the Company may reasonably require in respect of the Services executed and performed;
(b) provide current evidence as may reasonably be requested by the Company that it complies with this clause; and
(c) obtain and maintain the insurance policies referred to in clause 13(a) for the following periods:
(i) for the term of this Agreement, for insurance provided on an occurrence basis; and
(ii) for the term of this Agreement and for a period of 7 years after the expiry or termination of this Agreement, for insurance provided on a claims made basis.
15. MENTOR'S INDEMNITY
The Mentor indemnifies the Company against all Liabilities that the Company sustains or incurs arising out of or in connection with:
(a) any negligent, fraudulent or unlawful act or omission or wilful breach of this Agreement by the Mentor;
(b) any breach by the Mentor of any provision of this Agreement; or
(c) any failure by the Mentor to comply with any Laws.
16. INTELLECTUAL PROPERTY
(a) All intellectual property (including copyright) in the content created by the Mentor for the Company pursuant to this Agreement, including copyright in any content appearing on the ALLSALES ADVISORY, shall be the property of the Company. Upon request, the Mentor must do everything necessary to secure the rights to the intellectual property by assignment to the Company. This clause 14 shall survive termination of this Agreement.
(b) The parties acknowledge that during the Term, the Mentor has an exclusive, royalty free right to use and reproduce the content created by the Mentor for the Company pursuant to this Agreement for the limited purpose of posting a link to the Website on the Mentor's own website and social media channels.
(c) The Mentor indemnifies the Company against all losses or liabilities suffered or incurred by the Company as a result of any claim by any person in connection with the content created by the Mentor for the Company pursuant to this Agreement.
17. WEBSITE TERMS AND CONDITIONS
The Mentor acknowledges and agrees that at all times it must act in accordance with the terms and conditions published on the Website from time to time.
18. CONFIDENTIALITY AND PRIVACY
18.1 Confidentiality
(a) Each party must take all reasonable measures to maintain the confidentiality of the terms of this Agreement and the confidential information of the other party, and must not use such confidential information for any purpose other than as contemplated by this Agreement.
(b) Clause 17.1(a) does not apply to any information which:
(i) is generally available to the public (other than as a result of the breach of this clause 17); or
(ii) is required to be disclosed by law or the listing rules of any relevant stock exchange.
18.2 Privacy
(a) The Mentor must in the provision of the Services and the performance of this Agreement comply with all obligations of privacy and confidentiality imposed by law, including the obligations imposed by the Privacy Act 1988 (Cth).
(b) Any information provided by the Mentor to the Company is subject to the Company's privacy policy, as published on the Website from time to time.
19. TERMINATION
19.1 Termination by either party for cause
Either party may immediately terminate this Agreement by notice in writing to the other party if:
(a) the other party breaches any term or condition of this Agreement; or
(b) the other party becomes subject to an Insolvency Event.
19.2 Termination by the Company for cause
The Company may immediately terminate this Agreement by notice in writing to the Mentor if:
(a) the Mentor willfully engages in conduct that brings the Company into disrepute, as determined by the Company in its absolute discretion; or
(b) at any time, the Company determines in its absolute discretion that the Mentor is not a fit and proper person to perform the Services.
19.3 Termination by the Company for convenience
The Company may terminate this Agreement at any time without cause by giving at least 30 days' written notice to the Mentor. If the Company elects to exercise its right to terminate under this clause 18.3, the Mentor shall not be entitled to any compensation as a result of or arising from the early termination.
20. GST
20.1 Construction
In this clause 19, words and expressions which are not defined in this document but which have a defined meaning in A New Tax System (Goods and Services Tax) Act 1999 (Cth) ("GST Law") have the same meaning as in the GST Law.
20.2 Consideration GST exclusive
All consideration, whether monetary or non-monetary, payable or to be provided under or in connection with this document is exclusive of GST ("GST exclusive consideration").
20.3 Payment of GST
If GST is payable on any supply made by:
(a) a party; or
(b) an entity that is taken under the GST Law to make the supply by reason of the capacity in which a party acts,
("Supplier") under or in connection with this document, the recipient of the supply, or the party providing the consideration for the supply, must pay to the Supplier an amount equal to the GST payable on the supply.
20.4 Timing of GST payment
The amount referred to in clause 19.3 must be paid in addition to and at the same time and in the same manner (without any set-off or deduction) that the GST-exclusive consideration for the supply is payable or to be provided.
20.5 Tax invoice
The Supplier must deliver a tax invoice or an adjustment note to the recipient of a taxable supply before the Supplier is entitled to payment of an amount under clause 19.3.
21. GENERAL
21.1 Notices
Any notice or other communication including, but not limited to, any request, demand, consent or approval, to or by a party to this Agreement:
(a) must be in writing and addressed as shown below:
(i) if to the Company:
Address: Level 11, 1 Chifley Square Sydney 2000
Attention: The Accreditation Team
Email: accreditations@mentored.biz
(ii) if to the Mentor, as set out in Item 1 of Schedule 1
or to any other address specified by any party to the sender by notice;
(b) must be signed by a director or secretary of the sender in the case of a corporation, or signed by the sender in the case of an individual;
(c) must be either:
(i) delivered or sent by pre-paid mail (by airmail, if the address is overseas) to that party's address; or
(ii) sent by email to that party's email address, in which case the notice, must be in the form of an attached PDF file or other scanned image of an original communication that includes a handwritten signature and the accompanying email must state that the attachment is a notice under this Agreement. Notices sent by email need not be marked for attention in the way stated in paragraph (a) of this clause;
(d) is deemed to be given by the sender and received by the addressee:
(i) if by delivery in person, when delivered to the addressee;
(ii) if by post, 3 Business Days from and including the date of postage or, if sent by post to or from a place outside Australia, 7 Business Days from and including the date of postage; or
(iii) if by email, when transmitted by the sender unless the sender receives a message from its or the recipient's internet service provider or mail server indicating that it has not been successfully transmitted,
but if the delivery or receipt is on a day which is not a Business Day or is after 5.00 p.m. (addressee's time) it is deemed to be given on the succeeding Business Day; and
(e) can be relied upon by the recipient and the recipient will not be liable to any other person for any consequences of that reliance if the recipient believes it to be genuine, correct and duly authorised by the sender.
21.2 Governing law
This Agreement will be governed by the laws of the State of New South Wales and the parties agree to submit to the jurisdiction of the courts of that State.
21.3 Variation
The Company may vary this agreement with 30 days notice in writing. The Mentor is not obliged to accept such changes and should advise the Company within 14 days of receipt of any proposed changes.
21.4 Assignment
No party may transfer or assign any of its rights under this Agreement without the prior written consent of each other party.
21.5 Counterparts
This Agreement may be signed in counterparts. All such counterparts taken together will be deemed to constitute this Agreement. Faxed or pdf signatures are taken to be valid and binding to the same extent as original signatures.
21.6 Entire agreement
This Agreement is the entire agreement between the parties in respect of its subject matter.
21.7 Waiver
A waiver of any right, power, discretion or remedy arising on default under this Agreement must be in writing and signed by the party granting the waiver. A failure or delay in exercise, or partial exercise, of a right, power, discretion or remedy created or arising on default under this Agreement does not result in a waiver of that right, power, discretion or remedy.