Terms of Use - Employer
This Agreement was last modified on 13 January 2021.
This User Agreement describes the terms and conditions which you accept by using the Jobloads Platform including the Website and App as well as any Company Services. We have incorporated by reference some linked information.
1. Application of terms
1.1 These Terms apply to your use of the Service to post Job Listings, hire Jobstars and/or manage your relationship with Jobstars (as those terms are defined below).
1.2 If you are using the Service to find and apply for jobs or interact with your employers, our Jobstar Terms of Use at www.jobloads.co.nz/terms-of-use-jobstar apply to your use of the Service.
1.3 By setting up an account to list jobs, clicking I agree to these Terms or accessing and using the Service:
a you agree to these Terms; and
b where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
1.4 If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
2. Changes
2.1 We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.
2.2 These Terms were last updated on 13th January 2021.
3. Interpretation
In these Terms:
Acceptable Use Policy means our acceptable use policy set out at www.jobloads.co.nz/acceptable-use-policy.
Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Jobloads Software. Your Confidential Information includes the Content.
Content means all content, data, and information (including personal information) that is owned, held, used or created by you or on your behalf, and that is then stored, transmitted via, input into or displayed via the Service including, all content, data and information uploaded into the Service when creating a Job Listing or posting Job Feedback.
Force Majeure means an event that is beyond the reasonable control of a party, excluding:
▲ an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
▲ a lack of funds for any reason.
including and similar words do not imply any limit.
Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
Job Feedback has the meaning given in clause 10.1.
Job Listing means a listing made by you on the Service seeking labour services from Jobstars.
Jobloads Software means the software owned by us (and our licensors) that is used to provide the Service.
Jobstar means an individual that offers labour services through the Service.
Jobstar Terms of Use means the Jobstar terms of use available at www.jobloads.co.nz/terms-of-use-jobstar.
Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.
Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
a party includes that party’s permitted assigns.
Permitted Users means your personnel who are authorised to access and use the Service on your behalf in accordance with clause 5.7.
a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
personal information means information about an identifiable, living person.
personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.
Service means the service having the core functionality described on the Website, as the Website is updated from time to time.
Service Fees means the applicable service fees set out on our pricing page on the Website at www.jobloads.co.nz/pricing or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.5.
Start Date means the date that you [set up an account / first access or use the Service].
Terms means these terms titled Jobloads terms of use for employers.
Underlying Systems means the Jobloads Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.
User ID means a unique name and/or password allocated to you to allow you to access the Service.
We, us or our means Jobloads Limited, company number 7455097.
Website means the internet site at https://jobloads.co.nz/, https://app.jobloads.co.nz/ or such other site notified to you by us.
Year means a 12-month period starting on the Start Date or the anniversary of that date.
You or your means you or, if clause 1.3b applies, both you and the other person on whose behalf you are acting.
Words in the singular include the plural and vice versa.
A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
4. About Jobloads
4.1 Jobloads is a digital labour supply platform that allows individuals to offer labour services and gives employers access to a pre-verified workforce. Jobloads enables employers and potential employees to connect, thrive, and work with mana together.
4.2 We are not a party to any contractual arrangements between users, we merely administer and provide the Service for users to connect and transact with each other. When you enter into an employment agreement with a Jobstar, the employment agreement is directly between you and the Jobstar and we are not a party to that agreement.
4.3 Any interaction between you and a Jobstar, including any employment of a Jobstar by you, is a matter directly between you and the Jobstar. Other than our obligations set out in these Terms, we are not liable to you for any failure by any Jobstar to comply with the Jobstar Terms of Use, to perform their employment obligations, or any other legal obligation.
4.4 We will use reasonable efforts to provide the Service:
a in accordance with these Terms and New Zealand law;
b exercising reasonable care, skill and diligence; and
c using suitably skilled, experienced and qualified personnel.
4.5 Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.
4.6 [Subject to clause 4.7] We will use reasonable efforts to ensure the Service is available 24/7. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website [and/or notify you by email] advance details of any unavailability.
4.7 Through the use of web services and APIs, the Service interoperates with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.
5. Your obligations
5.1 You and your personnel must:
a comply with applicable employment laws;
b use the Service in accordance with these Terms solely for:
i your own internal business purposes; and
ii lawful purposes (including complying with the Unsolicited Electronic Messages Act 2007); and
c not resell or make available the Service to any third party, or otherwise commercially exploit the Service.
5.2 You must ensure that Job Listings are posted to the appropriate category. You must familiarise yourself with the requirements of each category to ensure appropriate placement of Job Listings.
5.3 You must provide true, current and complete information in your dealings with us (including when setting up an account and creating a Job Listing), and must promptly update that information as required so that the information remains true, current and complete.
5.4 You must keep your User ID secure and:
a not permit any other person to use your User ID, including not disclosing or providing it to any other person; and
b immediately notify us if you become aware of any unauthorised use or disclosure of your User ID, by sending an email to kiaora@jobloads.co.nz.
5.5 You must obtain our written permission to establish a link to the Website. If you wish to do so, email your request to kiaora@jobloads.co.nz.
5.6 When accessing the Service, you and your personnel must:
a comply with our Acceptable Use Policy;
b not impersonate another person or misrepresent authorisation to act on behalf of others or us;
c correctly identify the sender of all electronic transmissions;
d not attempt to undermine the security or integrity of the Underlying Systems;
e not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
f not attempt to view, access or copy any material or data other than:
i that which you are authorised to access; and
ii to the extent necessary for you to use the Service in accordance with these Terms;
g neither use the Service in a manner, nor transmit, input or store any Content, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and
h unless with our agreement, access the Service via standard web browsers and apps and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction, monitoring or input method.
5.7 Without limiting clause 5.6, no individual other than a Permitted User may access or use the Service. You may authorise any member of your personnel to be a Permitted User, in which case you must provide us with the Permitted User’s name and other information that we reasonably require in relation to the Permitted User. You must procure each Permitted User’s compliance with clauses 5.1 and 5.6 and any other reasonable condition notified by us to you.
5.8 A breach of any of these Terms by your personnel [(including, to avoid doubt, a Permitted User)] is deemed to be a breach of these Terms by you.
5.9 You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Content into, and display Content using, the Service.
5.10 You indemnify us against all Loss we suffer or incur as a direct or indirect result of:
a any actual or alleged claim by a third party that any Content infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Content is Objectionable, incorrect or misleading;
b your failure to comply with these Terms, including any failure of a person who accesses and uses the Service by using your User ID; or
c any Loss arising from or in connection with:
i an actual or alleged breach by you of any employment agreement with a Jobstar or any legal or regulatory requirements relating to your employment of a Jobstar; or
ii as a result of any other relationship established through the Service.
6. Jobs
6.1 When creating a Job Listing, you must:
a provide accurate information on the job being offered, including the job description, location, hours of labour required (minimum 8), start and end date, and number of Jobstars required;
b disclose the pay rate for the job; and
c provide any additional terms and conditions that apply to the job.
6.2 All descriptions and information in a Job Listing must be accurate, complete, up-to-date and truthful to the best of your knowledge and belief.
6.3 If a job becomes unavailable for any reason, you agree to remove or suspend the Job Listing as soon as practicable.
6.4 You grant us the right to copy Content and republish Content to promote your Job Listings.
6.5 You acknowledge and agree that you are responsible for all Job Listings that you post. Accordingly, you represent and warrant that any Job Listing you post will:
a comply with all applicable laws; and
b not conflict with the rights of third parties.
6.6 When a Jobstar completes a job for you, you must submit to us the relevant timesheets so we can calculate the applicable Service Fees and provide transparency of hours worked to Jobstars.
6.7 You must not employ or attempt to employ any Jobstar on a fixed-term or casual basis outside of the Service or otherwise seek to avoid the Service Fees. If you do so, we may charge you $1,000, which reflects the administration costs incurred by us.
6.8 You must not employ or attempt to employ any Jobstar on a permanent basis outside of the Service or otherwise seek to avoid the Service Fees without our prior written approval. If you employ a Jobstar directly on a permanent basis but do not advise Jobloads of this in writing prior to the first day of that employment arrangement commencing, you must pay Jobloads $1,000, at Jobloads discretion, which reflects the administration costs incurred by us. If you seek written approval we will waiver this fee as we support Jobstars transition into permanent employment.
7. Service Fees
7.1 We will issue you with valid GST tax invoices on a [weekly] basis. These invoices will set out:
a the total number of hours worked by Jobstars on each job; and
b the Service Fees payable to us.
7.2 The Service Fees exclude GST, which you must pay on taxable supplies.
7.3 You must pay the Service Fees:
a by the 20th of the month following the date of invoice / in accordance with the payment terms set out on our pricing page on the Website; and
b electronically in cleared funds without any set off or deduction.
7.4 We may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by our primary trading bank as at the due date (or, if our primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
7.5 We may increase the Service Fees by giving at least 30 days’ notice. If you do not wish to pay the increased Service Fees, you may terminate these Terms and your right to access and use the Service on no less than 10 days’ notice, provided the notice is received by us before the effective date of the Service Fee increase. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Service Fees.
8. Content
8.1 Title to, and all Intellectual Property Rights in, the Content (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
8.2 You must ensure you have obtained all necessary consents for us to access, collect, hold, process and distribute the Content as described in these Terms.
8.3 You acknowledge and agree that:
a we may:
i use Content and information about your use of the Service to generate anonymised and aggregated statistical and analytical data (Analytical Content); and
ii use Analytical Content for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
iii Supply Analytical Content to third parties;
b our rights under clause[s] 8.3aii [and 8.3aiii] above will survive termination or expiry of these Terms; and
c title to, and all Intellectual Property Rights in, Analytical Content is and remains our property.
8.4 While we will take standard industry measures to back up all Job Listings, you agree to keep a separate back-up copy of all Content uploaded by you onto the Service.
8.5 You agree that we may store Content (including any personal information) in secure servers in Australia and New Zealand] and may access that Content (including any personal information) in Australia and New Zealand from time to time.
8.6 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Content infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Content is Objectionable, incorrect or misleading.
9. Communication with other users
9.1 You may communicate with other users of the Service through the communication channels provided on the Service.
9.2 We may use information such as your name, location, display or username and/or your image to provide the communication channels on the Service.
9.3 You must comply with our Acceptable Use Policy when communicating with other users on the Service.
10. Jobstar feedback and Mana Gauge
10.1 You may provide feedback, ratings and/or a mana gauge score relating to a Jobstar’s performance on a job, and Jobstars may provide feedback relating to site and/or working conditions on jobs they have worked on (Job Feedback).
10.2 We generally do not review Job Feedback for accuracy or reliability. Job Feedback is based solely on unverified data that users voluntarily submit to us and does not constitute and will not be construed as an introduction, endorsement, or recommendation by us. We provide such information solely for the benefit of users of the Service.
10.3 To protect the integrity of the feedback system and protect users from abuse, we reserve the right (but are under no obligation) to remove posted Job Feedback that, in our sole judgment, negatively affects the Service, diminishes the integrity of the feedback system, is Objectionable or is otherwise inconsistent with our business interests.
10.4 You acknowledge and agree that you will notify us of any error or inaccurate statement in your Job Feedback, and that if you do not do so, we may rely on the accuracy of such information.
10.5 We may restrict or suspend your access to and use of the Service if we, in our sole discretion, are concerned with any Job Feedback posted by or about you.
11. Intellectual Property
11.1 Other than your Content, we (and our licensors) own all proprietary and intellectual property rights in the Service, the Website and the Underlying Systems, including all information, data, text, graphics, artwork, photographs, trade marks, logos, icons, sound recordings, videos and look and feel, and including any modification, enhancement or derivative work of any of the foregoing.
11.2 If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):
a all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
b we may use or disclose the feedback for any purpose.
11.3 You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators.
To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.
12. Privacy
When you provide personal information to us, we will comply with the New Zealand Privacy Act 1993 and with our privacy policy set out at hwww.jobloads.co.nz/privacy-policy
13. Confidentiality
13.1 Each party must, unless it has the prior written consent of the other party:
a keep confidential at all times the Confidential Information of the other party;
b effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
c disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 13.1a and 13.1b.
13.2 The obligation of confidentiality in clause 13.1 does not apply to any disclosure or use of Confidential Information:
a for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
b required by law (including under the rules of any stock exchange);
c which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
d which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
e by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 13.
14. Disclaimers
14.1 While we will use reasonable efforts to verify the identity of Jobstars, we make no representations as to the identity, reliability, capability, qualifications, skills or experience of anyJobstar. You acknowledge and agree that you are solely responsible for assessing whether to enter into an employment agreement with a Jobstar. 14.2 To the maximum extent permitted by law,
we and our licensors have no liability or responsibility to you or any other person for any Loss in connection with:
a any Job Listing;
b any employment or other relationship established through the Service;
c any act or omission of any Jobstar or breach by a Jobstar of their employment agreement with you;
d your reliance on the quality, accuracy, or reliability of Job Feedback;
e the Service being unavailable (in whole or in part) or performing slowly;
f any error in, or omission from, any information made available through the Service;
g any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Service. To avoid doubt, you are responsible for ensuring the process by which you access and use of the Service protects you from this; and
h any site linked from the Service, including any Job Listing. Any link on the Service to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, or services.
14.3 All employment through the Service is carried out entirely at your own risk. We exclude to the fullest extent permitted by applicable law all liability for any Loss arising out of or in any way connection with any employment arrangements you enter into through the Service.
14.4 Our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) are expressly excluded.
14.5 We make no representation concerning the quality of the Service and do not promise that the Service will:
a meet your requirements or be suitable for a particular purpose, including that the use of the Service will fulfil or meet any statutory role or responsibility you may have; or
b be secure, free of viruses or other harmful code, uninterrupted or error free.
14.6 You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:
a to the maximum extent permissible by law, the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Service or these Terms; and
b it is fair and reasonable that the parties are bound by this clause 14.6.
14.7 Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:
a supplying the Service again; and/or
b paying the costs of having the Service supplied again.
15. Liability
15.1 To the maximum extent permitted by law:
a you access and use the Service at your own risk; and
b we are not liable or responsible to you or any other person for any Loss under these Terms or in connection with the Service, or your access and use of (or inability to access or use) the Service. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
15.2 Neither party is liable to the other under or in connection with these Terms or the Service for any:
a loss of profit, revenue, savings, business, use, data (including Content), and/or goodwill; or
b consequential, indirect, incidental or special damage or loss of any kind.
15.3 Clauses 15.1 and 15.2 do not apply to limit our liability under or in connection with these Terms for:
a personal injury or death;
b fraud or wilful misconduct; or
c a breach of clause 13.
15.4 Clause 15.2 does not apply to limit your liability:
a to pay the Service Fees;
b under the indemnity in clause 8.6; or
c for those matters stated in clause 15.3a to 15.3c.
15.5 Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
15.6 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.
16. Term, Termination and Suspension
16.1 Unless terminated under this clause 16, these Terms and your right to access and use the Service:
a starts on the Start Date; and
b continues until a party gives at least [30 days’] notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice.
16.2 Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:
a breaches any material provision of these Terms and the breach is not:
i remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
ii capable of being remedied; or
b becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
16.3 You may terminate these Terms and your right to access and use the Service in accordance with clause 7.5.
16.4 Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
16.5 On termination of these Terms, you must pay all Service Fees for jobs fulfilled via the Service prior to that termination.
16.6 No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Service Fees that you have already paid.
16.7 Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 16.8, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
16.8 At any time prior to one month after the date of termination, you may request:
a a copy of any Content stored using the Service, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Content in a common electronic form. We do not warrant that the format of the Content will be compatible with any software; and/or
b deletion of the Content stored using the Service, in which case we must use reasonable efforts to promptly delete that Content.
To avoid doubt, we are not required to comply with clause 16.8a to the extent that you have previously requested deletion of the Content.
16.9 Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Content if we consider that you or any of your personnel have:
a breached the Acceptable Use Policy;
b undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
c used, or attempted to use, the Service:
i for improper purposes; or
ii in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
d transmitted, inputted or stored any Content that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
e otherwise materially breached these Terms.
17. General
17.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
17.2 No person other than you and us has any right to a benefit under, or to enforce, these Terms.
17.3 For us to waive a right under these Terms, that waiver must be in writing and signed by us.
17.4 We are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
17.5 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing [insert email address].
17.6 These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Service.
17.7 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 8.6, 11, 13, 15, 16.4 to 16.8 and 17.6, continue in force.
17.8 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
17.9 Subject to clauses 2.1 and 7.5, any variation to these Terms must be in writing and signed by both parties.
17.10 These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause 17.10.
17.11 You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.