Terms & Conditions

1. This Agreement

1. 1. Nisha Appointments Pty Ltd ACN 689 373 662 (We, us, our) operate the NISHA mobile application, websites and related services (Platform). The Platform includes Services such as online bookings, client data management, staff scheduling, payments integrations and business insights.
  2. By using the Platform and related Services, you agree to comply with and be bound by these Terms and our Privacy Policy.
  3. We reserve the right to change, modify, add or remove portions of these Terms at any time and at our sole discretion. If you have an Account, we will endeavour to notify you of any significant or substantial amendments by giving you notice by email or via the Platform. Your continued use of the Services and Platform will be considered to be agreement to such changes.
  4. If you do not agree to these Terms, you must not use the Services and Platform.
  5. Please email us at support@nisha.com.au if you have any questions relating to these Terms.

2. Definitions and Interpretation

2.1 Definitions

In these Terms:

Account means an account to use the Platform and Services.
AI Features means any artificial intelligence, machine learning or decision-support features incorporated into the Platform and Services, now or in the future.
Claim means a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against a person, however arising.
Client Data means all information, materials, content and other data that you (or someone on your behalf) upload to or otherwise make available via the Platform, including (without limitation) personal information, business information, communications, documents, files, messages, transaction records relating to you, your customers and other individuals, and any data derived from such materials, but excluding:

data or materials generated by the Platform or us independent of your input; and
aggregated or de-identified data we create in accordance with these Terms.

Confidential Information means information that is by its nature confidential, including information relating to the Representatives, internal policies and practices, clientele, or business strategies of any party, or Intellectual Property Rights of any party, but does not include information:

already rightfully known to the receiving party at the time of disclosure by the other party; or
in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under these Terms.

Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Fees means the subscription fees you must pay to us for access to the Platform and receipt of Services, as published on our website or otherwise notified to you.
Free Trial has the meaning in clause 6.1.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity (and all moral rights) in, or in relation to, business names, circuit layouts, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
Privacy Law means the Privacy Act 1988 (Cth) and any other legislation, regulation or code that governs the use of personal information.
Privacy Policy means our privacy policy available on our Website, as amended by us from time to time.
Representative includes an employee, agent, officer, director, auditor, advisor, researcher, partner, consultant, contractor, sub-contractor or related entity of a person or of a related body corporate of that person.
Services means any service we provide to you by way of the Platform.
Subscription Plan has the meaning given in clause 6.2(a).
Terms means these terms & conditions.
Third-party Services includes any third-party services, products, applications or platforms integrated with, or accessed through, the Platform.
Unforeseen Event means pandemic or epidemic, an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.
You means the person accessing the Platform.
We or Us means Nisha Appointments Pty Ltd ACN 689 373 662.
Website means our website, located at www.nisha.com.au.

2. Interpretation

In these Terms:

a reference to a party includes that party's permitted assigns, administrators, successors, executors, legal representatives and any novated party;
“including”, “includes” or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
a word which suggests one gender includes all other genders and no gender;
headings are for convenience and will not affect interpretation;
words in the singular will be taken to include the plural and also the opposite;
a reference to a document will be to that document as updated, varied or amended;
when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;
a reference to a party's conduct includes omissions as well as acts;
if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute; and
a reference to “$” or “dollars” is to Australian Dollars (AUD).

3. The Platform

3.1 Licence to use the Platform

We grant you a limited, non-exclusive, non-transferable, and revocable license to use the Platform and associated Services, subject to your compliance with these Terms.

3.2 Platform not locally available

You acknowledge and agree that the Platform and Services will only be accessible using the internet (or other connection to our third-party servers).

3.3 We can change the Platform at our discretion

1. 1. We reserve the right to upgrade, maintain, tune, backup, amend, add to or remove items from, redesign, improve or otherwise alter the Platform and Services at our sole and absolute discretion.
  2. You acknowledge that “beta” or “experimental” features of the Platform or Services may be substantially changed or removed without notice. To the extent permitted by law, we give no warranties in relation to such features, and you use those features at your own risk.

3.4 Parts of the Platform controlled by third parties

The Platform is operated from servers owned and controlled by third parties. As such, you acknowledge and agree that:

certain functions are out of our control, including cloud services for servers, data storage and backup;
we do not guarantee that the Platform or any Client Data will remain accessible at all times; and
while we take reasonable steps to protect and back up Client Data, we do not warrant that Client Data will never be lost, corrupted or otherwise inaccessible.

To the extent permitted by law, we are not responsible for any loss, corruption, or unavailability of Client Data arising from third-party service interruptions or system failures. You are responsible for maintaining your own copies of any Client Data submitted to or stored on the Platform.

3.5 Unintentional inaccessibility

From time to time, without notice, access to all or part of the Platform or associated Services may be disrupted or limited. During such an interruption, we will use reasonable endeavours to restore access as soon as practicable. However, we are not liable for any harm or damage you may suffer during an interruption.

We do not guarantee uninterrupted availability unless expressly agreed in writing.

3.6 Intentional inaccessibility

From time to time, we may make all or part of the Platform or Services inaccessible as is required for upgrades, maintenance and updates. We will use reasonable endeavours to provide users with advance notice of any inaccessible period, but you accept that this may not always be possible, and we are not liable for any harm or damage you may suffer during an interruption.

4. Accounts

4.1 Accessing the Platform

1. 1. To use the Platform, you must create an Account.
  2. We may offer various types of Accounts, including Accounts with different features, usage limits or access levels. Details of the available Account types will be published on our Website or within the Platform It is your responsibility to determine which Account type is appropriate for your circumstances.

4.2 Eligibility

You may only use the Platform if:

you are at least 18 years of age;
you use the Platform solely for lawful business purposes and in compliance with all applicable laws.

We may suspend or terminate your account without notice if we reasonably believe that you do not meet, or no longer meet, the eligibility requirements set out in this clause.

4.3 Provision of information

You must provide us with any information we reasonably require for the purpose of setting up your Account and operating the Platform. You warrant that:

all of the information you provide to us is accurate and complete in all respects;
you will update your Account details if any information changes; and
you will not provide false or misleading information.

4.4 Rights for us to suspend or terminate

We reserve the right to suspend or terminate your Account if in our reasonable opinion:

you fail to pay any Fees to us;
you or your Representatives misuse the Services or Platform;
you breach these Terms; or
we suspect a security breach associated with your Account.

If your Account is suspended, you may terminate by cancelling through the Platform or by giving us notice in writing.

4.5 Right for you to terminate

You may terminate your Account at any time through the Platform or by giving us notice in writing.

4.6 Data on Termination or Cancellation

1. 1. On termination or cancellation of your Account for any reason, we will deactivate your Account and take reasonable steps to delete or de-identify Client Data within 30 days, subject to this clause.
  2. We may retain copies of Client Data to the extent required to comply with applicable law, regulatory requirements, tax and audit obligations, to resolve disputes, enforce our agreements, or maintain standard business records and system backups. Any retained Client Data will be handled in accordance with these Terms and our Privacy Policy.
  3. You are responsible for exporting any Client Data you wish to retain before cancellation.

4.7 Security responsibilities

You are solely responsible for:

keeping any usernames and passwords associated with your Account secure; and
use of your Account, irrespective of who is using it, even if it is used without your permission.

5. Your use of the Platform

5.1 Permitted use

You may only use the Platform and Service for their intended use.

5.2 Lawful use

You must not to upload, store, alter, configure or access any data on the Platform if this would result in a breach of any Intellectual Property Right, Privacy Law, or any law or enforceable code in Australia or the jurisdiction in which you reside.

5.3 Prohibited conduct

You must not:

1. 1. grant access to or resell your Account to any other person;
  2. in any way tamper with, hinder or modify the Platform or Services;
  3. knowingly transmit any viruses, malware or other disabling features to the Platform;
  4. intentionally disable or circumvent any part of the Platform or its security measures;
  5. scrape, harvest, copy, or attempt to download bulk data from the Platform without permission;
  6. attempt to reverse engineer, deduce, or replicate our data collection process, confidence scoring, or ranking methodology;
  7. install or store any software applications, code or scripts on or through the Platform; or
  8. assist or allow any other person to do any of the above.

5.4 Submitted material

1. 1. You must not submit any Client Data to the Platform which:
    1. is Confidential Information of any third party without the express consent of that third party;
    2. is false or misleading;
    3. impersonates any other person, or misrepresents your affiliation;
    4. is illegal, unlawful, improper, harmful, threatening, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, hateful, or otherwise causes offence or is objectionable;
    5. breaches any other clause of these Terms;
    6. infringes the Intellectual Property Rights of any party; or
    7. is otherwise deemed inappropriate by us in our sole discretion.
  2. You must not upload, submit or otherwise make available to the Platform any Personal Information or Sensitive Information relating to your customers, employees, contractors or other individuals unless you have first obtained all necessary consents, authorities and permissions required under applicable Privacy Law to do so. In this clause “Personal Information” and “Sensitive Information” have the meaning given by Privacy Law.
  3. We reserve the right to edit, moderate, refuse or remove any Client Data at our sole discretion.
  4. If you are an enterprise client, you may request a Data Processing Addendum by giving us notice in writing.

6. Subscriptions and Fees

6.1 Free Trial

1. 1. We may offer you access to the Platform and Services on a free trial basis for a period of 14 days commencing on the date you first create an Account (Free Trial).
  2. The Free Trial is provided solely to allow you to evaluate the Services. Unless otherwise agreed in writing, the Free Trial may include limited functionality, features, usage, storage, or support.
  3. You are not obliged to subscribe to a paid plan following the expiry of the Free Trial. If you do not upgrade to a paid subscription before the end of the Free Trial, your access to the Services may be suspended or terminated.
  4. For the avoidance of doubt, if we have previously provided you with a Free Trial, you are not entitled to a further Free Trial.
  5. Unless expressly stated otherwise at the time of sign-up, the Free Trial will automatically expire at the end of the Free Trial period and will not convert to a paid subscription unless you select a Subscription Plan and provide valid payment details.
  6. We do not guarantee the availability, retention, or recovery of any Client Data entered into the Services during the Free Trial. You are responsible for exporting any Client Data you wish to retain prior to the end of the Free Trial.

6.2 Subscriptions

1. 1. To continue to use the Platform and Services beyond any Free Trial, you must select a subscription plan from the tiered subscription plans made available by us from time to time (each a Subscription Plan). Each Subscription Plan may include different features, usage limits, or levels of access, as described on our Website or otherwise notified to you.
  2. Subscription Plans are billed on a monthly basis in advance. Your subscription commences on the date you select a Subscription Plan.
  3. Your subscription will automatically renew at the end of each monthly billing period unless you cancel your subscription prior to the end of the then-current billing period.
  4. In consideration for us providing you with access to the Platform and Services, you must pay the Fees to us.
  5. Except as required by Consumer Law, Fees are non-refundable, including where you cancel your Subscription Plan or Account part-way through a billing period or do not use the Platform or Services during that period.
  6. We may amend our Subscription Plans or Fees from time to time. Any changes will apply from the start of your next billing period following notice to you, unless otherwise required by law.

6.3 Payment

1. 1. 1. Payment must be made through a method approved by us. You must nominate a payment method at the time of subscribing to a Subscription Plan. By selecting a Subscription Plan, you authorise us to charge the applicable Fees to your nominated payment method on a recurring basis.
    2. You warrant to us that the payment details you provide are true and correct, and that you are authorised to use the payment instrument.
    3. Where payment is made by credit card, we may charge a surcharge equal to the bank fees and processing fees we reasonably incur.

6.4 Default

If you fail to pay us the Fees or any other amount under these Terms by the due date for payment, or your payment method is declined, we may immediately do any or all of the following, without any liability, until all overdue fees are paid:

1. 1. charge you interest on the overdue amount at a rate of 10% per annum, calculated daily from the due date until payment is made in full;
  2. suspend or terminate your Account;
  3. terminate these Terms;
  4. initiate proceedings against you to recover the overdue amount (despite any dispute resolution clause in these Terms); or
  5. recover all costs in relation to any action taken against you to recover overdue amounts, including but not limited to legal costs and outlays on a full indemnity basis.

6.5 Duties & Taxes

You are responsible for paying all government charges or duties of any kind incurred in or in connection with these Terms. Such charges include without limitation all stamp duties, financial institution duties, and any other charges or duties of a like kind.

6.6 GST

In this clause 6.6, adjustment note, GST, tax invoice and taxable supply have the meaning given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
For each taxable supply under or in connection with these Terms:

we will be entitled to charge you for any GST payable by us in respect of the taxable supply;
you must pay us the amount of the GST at the same time as the relevant charge applicable to the supply becomes payable under the Order; and
we will provide a valid tax invoice or adjustment note to you in respect of the taxable supply.

The price of all services is exclusive of GST unless expressly stated to be inclusive of GST.

7. Privacy Policy

You agree and consent to the handling of personal information in accordance with our Privacy Policy and Privacy Law. We may amend our Privacy Policy in our sole discretion. We will publish any amendments to our Privacy Policy on our Website.

8. Intellectual Property

8.1 Ownership of Intellectual Property

Unless otherwise agreed, each party retains ownership of all Intellectual Property Rights in material owned or created by that party independently of these Terms. None of that Intellectual Property is assigned or transferred by way of these Terms.
You retain all Intellectual Property Rights in your Client Data submitted to the Platform.
The parties agree that all Intellectual Property rights in:

the Platform, the Website, the Services, AI Features, and any other material, methods or content developed by us under these Terms; and
any improvements, modifications or enhancements to the Platform, the Website, the Services, AI Features, and any other material, methods or content developed by us,

(collectively, the Platform IP)

will vest in and are owned by us upon creation, even if based on your new feature request or feedback.

In any circumstances where we do not automatically have such ownership of the Platform IP, you will transfer it to us and will do all things necessary to ensure that full legal ownership of the Intellectual Property Rights in the Platform IP passes to us.

8.2 License to use Client Data

1. 1. You grant us a non-exclusive, worldwide, royalty-free and fully-paid up right to use, process and modify Client Data, strictly to the extent required for us to operate the Platform and Services.
  2. Subject to Privacy Law, you grant us a non-exclusive, worldwide, perpetual, royalty-free and fully paid-up right to use Client Data in an aggregated and anonymised form, such that it cannot reasonably be used to identify you or any individual, for the purposes of:
    1. operating, maintaining and improving the Platform and Services;
    2. developing new features, functionality and services; and
    3. conducting internal analytics, research, benchmarking and statistical analysis.

8.3 Undertakings regarding intellectual property

You warrant that you will not do any of the following, or permit any person to:

1. 1. copy or reproduce, or create an adaptation or translation of, all or part of the Platform IP in any way;
  2. incorporate all or part of the Platform IP in any other webpage, site, application or other digital or non-digital format;
  3. sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Platform IP on any medium; or
  4. directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, or algorithms contained in the Platform IP or any documentation associated with them.

8.4 Third-party material

We may use third-party materials where needed in operating the Platform. Use of third-party materials may be subject to creative commons or open-source licensing terms, or any third-party licensing terms as notified by us to you.

9. AI Features

9.1 Use of AI Features

The Platform may incorporate AI Features. Outputs generated by AI Features are based on algorithms, models and data inputs and may be incomplete, inaccurate, out of date or inappropriate in certain circumstances.

9.2 No Reliance

You acknowledge and agree that:

outputs, recommendations or suggestions generated by AI Features do not constitute financial, tax, legal, accounting, employment or other professional advice and are provided for informational purposes only. We recommend that you obtain independent professional advice before implementing any recommendations or suggestions generated by AI Features;
the AI Features do not make decisions on your behalf and do not constitute solely automated decision-making that produces legal or similarly significant effects;
we do not warrant or guarantee any particular outcome, result, profit, revenue, business performance, efficiency, accuracy or commercial benefit arising from your use of the AI Features or the Platform;
you are solely responsible for reviewing, verifying and determining the appropriateness of any output generated by AI Features before relying on or using it, and for all decisions, actions or omissions taken in reliance on such outputs; and
you use the AI Features and any outputs at your own risk.

10. Third-Party Services

The Platform may integrate with or enable access to Third-Party Services. Third-Party Services are not operated or controlled by us.
To the extent permitted by law, we do not warrant, endorse or assume responsibility for the availability, performance, security, functionality or content of any Third-Party Services, including accuracy or completeness of data imported from such Third-Party Services. Your access to and use of Third-Party Services is at your own risk.
Third-Party Services may be subject to separate terms and conditions imposed by the relevant third party. You are solely responsible for reviewing and complying with those terms, and we are not a party to, and have no liability under, any agreement between you and a third-party provider.
We may modify, suspend or discontinue any integration with Third-Party Services at any time without liability to you.

11. Liability

11.1 Implied Conditions

If you are a consumer within the meaning of the Consumer Law, there are certain rights (such as the implied consumer guarantees), which cannot by law be excluded (Non-Excludable Condition). Nothing in these Terms is intended to exclude any Non-Excludable Condition.

11.2 General Limitations

Subject to any applicable Non-Excludable Condition and to the maximum extent permitted by law, we:

exclude from these Terms all guarantees, conditions and warranties that might but for this clause be implied into these Terms;
exclude all liability to you for any Claim suffered or incurred directly or indirectly by you in connection with these Terms, whether that liability arises under common law, equity or under statute; and
will not, under any circumstances, be liable to you for any loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of opportunity or expectation loss, and any other form of consequential, special, indirect, punitive or exemplary loss or damages,

except to the extent that a Claim arises due to gross negligence or an intentional wrongful act by us or our Representatives.

If our liability under these Terms cannot be lawfully excluded, to the maximum extent permitted by law, our liability for breach of any Non-Excludable Condition is limited to (at our option) the supplying of the Services again, or the payment of the cost of having the Services supplied again.
To the maximum extent permitted by law, our total liability and the total liability of our Representatives in connection with is these Terms whether under contract, tort, statute or otherwise will not in any circumstances exceed the fees you have paid to us in the previous 12 months, except to the extent that a Claim arises due to gross negligence or an intentional wrongful act by us or our Representatives.

11.3 Limitation of Liability for AI Features

To the maximum extent permitted by law, we exclude all liability arising out of or in connection with:

1. 1. any reliance on outputs from AI Features;
  2. any errors, omissions, inaccuracies or biases in AI Features;
  3. any decisions made or actions taken by you or any third party based on AI Features; and
  4. the use of AI Features in combination with data, prompts, instructions or inputs provided by you or on your behalf.

11.4 Release and Indemnity

To the extent permitted by law, you release, hold harmless and indemnify us and our Representatives against any Claim arising from:

you breaching these Terms;
any damage to property or injury arising directly or indirectly out of your conduct;
any negligent or unlawful act or omission by you or your Representatives in connection with the Platform or Services;
libel, slander, defamation, product disparagement or indecent, false, misleading or deceptive conduct by you;
infringement of Intellectual Property Rights by you or your Representatives;
piracy, counterfeiting, plagiarism, unfair competition or idea misappropriation by you or your Representatives;
invasion of the right of privacy or breach of Privacy Law by you or your Representatives;
the Platform being inaccessible for any reason; or
incorrect or corrupt data, lost data, or any inputs or outputs of the Platform; and
any reliance on outputs from AI Features,

except to the extent that a Claim arises due to negligence or an intentional wrongful act by us or our Representatives.

11.5 Conditions of indemnity

We may make a claim under indemnities in these Terms in relation to a cost before having incurred the cost, or before making a payment in relation to the cost.
The indemnities in these Terms shall be in addition to any damages for breach of contract to which we may be entitled. Nothing in the indemnities in these Terms will be construed to prevent us from claiming damages in relation to your breach of these Terms.
Each indemnity in these Terms is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of these Terms for whatever reason.

12. Compliance

You acknowledge and agree that you are solely responsible for ensuring that your use of the Platform and Services complies with all laws and regulatory requirements applicable to your business, including but not limited to:

employment and workplace laws;
payroll, superannuation and employee entitlement obligations;
taxation laws and reporting obligations;
Privacy Law and data protection laws; and
any other regulatory or statutory requirements relevant to your industry or operations.

13. Dispute Resolution

The parties agree to deal with any dispute between them (dispute) in accordance with this clause 13 before commencing any court proceedings against the other.
Representatives of the parties must attempt in good faith to resolve the dispute.
If the dispute is not resolved within 20 Business Days, either party may refer the matter to mediation with a mediator appointed by agreement or failing such agreement a mediator as appointed by the President of the Queensland Law Society, or their nominee. The parties will share the costs of the mediator equally.
This clause 13 does not prevent either party from seeking urgent injunctive or similar urgent relief from a court, or us seeking to recover any outstanding amounts you owe us.

14. General

14.1 Notices

1. 1. A notice under these Terms must be given by email and is deemed to be received when the email is capable of being retrieved by the addressee at an email address designated by the addressee.
  2. Our designated email address is support@nisha.com.au, or any other designated email address notified to you from time to time.
  3. Your designated email address is the address associated with your Account.
  4. For the purposes of the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions (Queensland) Act 2001 (Qld), the parties agree to send, receive, and execute notices and documents electronically, and agree that any document signed electronically will be binding with the same effect as a physical signature.

14.2 Assignment

1. 1. You cannot assign, novate, or otherwise transfer any of your rights or obligations under these Terms without our prior written consent.
  2. We may assign, novate, or otherwise transfer any of our rights or obligations under any agreement to a third party without your notice or prior consent. If we require, you must sign any documents to give effect to an assignment, novation or transfer by us under this clause.

14.3 Giving effect to this document

Each party must do anything and must ensure that its Representatives do anything that the other party may reasonably require to give full effect to this document.

14.4 Waiver of rights

A right may only be waived in writing, signed by the party giving the waiver, and:

1. 1. no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;
  2. a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and
  3. the exercise of a right does not prevent any further exercise of that right or of any other right.

14.5 Multiple Parties

If a party to these Terms is made up of more than one person, or a term is used in these Terms to refer to more than one party:

1. 1. an obligation of those persons is joint and several;
  2. a right of those persons is held by each of them severally; and
  3. any other reference to that party or term is a reference to each of those persons separately, so that (for example) a representation, warranty or undertaking is given by each of them separately.

14.6 Severance

Any unenforceable or invalid term of these Terms will be severed to the extent of the unenforceability or invalidity without affecting any other term in these Terms.

14.7 Reliance

Neither party has entered into any contract under these Terms in reliance on or as a result of any representation, promise, statement, conduct or inducement by the other otherwise than as set out in these Terms.

14.8 Events Beyond Control

Neither party is responsible for any failure to comply with their obligations which is caused by an Unforeseen Event (other than an obligation to pay any amount). A party claiming an Unforeseen Event must use their best endeavours to remove, overcome or minimise the effects of that Unforeseen Event as quickly as possible.

14.9 Relationship

The relationship of the parties does not form a joint venture, partnership or agency, or create any form of employment or advisor relationship.

14.10 Governing law

The laws of Queensland, Australia govern these Terms. The parties submit to the nonexclusive jurisdiction of courts exercising jurisdiction in Queensland.