Proactive EAP Service Agreement

1.1 This Agreement consists of:

• (a) these Master Terms;
• (b) Schedule 1 (Commercial Terms);
• (c) Schedule 2 (Sub-processors and Data Handling);
• (d) Schedule 3 (Support Delivery Plans);
• (e) Schedule 4 (Client Follow-Up Users);
• (f) Annex A (In-Product Acceptance Copy); and
• (g) each Order.

1.2 If there is an inconsistency, the documents apply in this order of precedence: Order (only as to the commercial selections it records), Schedules, Master Terms, Annex A.

1.3 Annex A summarises key terms in plain language for display in the Portal. It does not vary these Master Terms.

1.4 This Agreement is separate from, and does not replace, the Emotional Pulse software subscription terms that govern the Client’s use of the Emotional Pulse application. Proactive EAP is an add-on to an active Emotional Pulse subscription.

2.2 In this Agreement, “including” and similar words are not words of limitation; a reference to legislation includes its regulations and any replacement; the singular includes the plural; and headings are for convenience only.

3.1 What ShareTree provides. Proactive EAP is a proactive wellbeing check-in service. In each Check-in Cycle, ShareTree will:

• (a) attempt to contact each Enrolled Employee by outbound call to their mobile number, up to three Attempts;
• (b) conduct a Check-in Call of typically five to ten minutes (and not more than approximately 20 minutes unless risk is present) in the delivery mode selected in the Order, following a structured conversation that asks about sources of strain and sources of value at work and outside it;
• (c) offer the Enrolled Employee the opportunity to book a Support Session at any point in the call;
• (d) transcribe the call live, analyse the Transcript against the Taxonomy, and produce Findings;
• (e) compile de-identified Findings into a Report for the Client in accordance with clause 8; and
• (f) deliver Support Sessions in accordance with the Support Delivery Plan selected.

3.2 Continuous risk monitoring. Throughout every Check-in Call, ShareTree monitors for indications of risk of harm to the Enrolled Employee or others. If risk is indicated, routine questions stop and the Enrolled Employee is offered support options: an immediate or same-Business-Day contact from an MHFR, a booked Support Session, or connection to Lifeline (13 11 14) or emergency services (000). The Enrolled Employee chooses which option, if any, to take.

3.3 What the Service is not. The Client acknowledges and agrees that:

• (a) the Service is not an emergency service and is not monitored outside Business Hours except as stated in Schedule 3. Persons at immediate risk must be directed to 000 or Lifeline;
• (b) the Service is not a clinical or medical service. Aida does not diagnose, treat or provide therapy. Check-in Calls are wellbeing conversations whose purpose is to listen, identify support needs and refer. Support Sessions are delivered by accredited MHFRs (who provide first-response support, not treatment) or by registered psychologists engaged by ShareTree, each acting within their own professional scope;
• (c) the Service does not relieve the Client of, or transfer to ShareTree, any duty the Client owes its workers under work health and safety law, including duties relating to psychosocial hazards. The Service is a tool to assist the Client in meeting those duties;
• (d) Reports describe de-identified patterns across groups and are one input to the Client’s risk management. They are not an assessment of any individual and must not be used as one; and
• (e) the Service is designed for Enrolled Employees who are adults located in Australia.

3.4 Reasonable care. ShareTree will provide the Service with due care and skill, in accordance with this Agreement and applicable law.

4.1 This Agreement commences on the Effective Date and continues until terminated in accordance with clause 12 or 20.

4.2 The Service runs in consecutive Cadence Blocks beginning on the Start Date. Each Cadence Block renews automatically for a further Cadence Block unless the Client cancels under clause 12 before the renewal date.

4.3 ShareTree will notify the Client’s nominated administrator at least 14 days before each Cadence Block renews, stating the renewal date and the Peak Headcount recorded for the current Cadence Block.

5.1 Enrolment data. The Client must provide, and keep accurate, the name, mobile number, team and organisational unit of each Enrolled Employee, and must promptly remove any person who ceases to be in its workforce. ShareTree is not responsible for calls placed to a person the Client has failed to remove.

5.2 Lawful basis and notice to employees. The Client warrants that it is entitled to provide the Client Data to ShareTree for the purposes of this Agreement and that, before the Start Date and before enrolling any additional person, it has informed each Enrolled Employee that the Client has engaged ShareTree to conduct proactive wellbeing check-ins and has provided them with, or directed them to, the Employee Privacy Notice.

5.3 Nominated users. The Client must nominate at least one administrator with authority to manage the Order, and may nominate Client Follow-Up Users under Schedule 4. The Client is responsible for the acts and omissions of its nominated users and for keeping their access current.

5.4 Report recipients. The Client must ensure that access to Reports is limited to persons with a genuine need to use them for psychosocial risk management, and that each such person has completed the eligibility attestation in the Portal.

5.5 Prohibited conduct. The Client must not, and must ensure its personnel do not:

• (a) attempt to identify, or infer the identity of, any individual from a Report or any other de-identified output;
• (b) combine Reports with other information for the purpose of identifying individuals;
• (c) use the Follow-Up List for any purpose other than wellbeing follow-up, or take or threaten any adverse action against an Enrolled Employee because they declined to participate in a Check-in Call or because of anything shown in the Service;
• (d) represent to Enrolled Employees that participation is a condition of employment or that non-participation will be recorded against them;
• (e) use the Service for performance management, disciplinary, recruitment or insurance purposes; or
• (f) resell, sublicense or provide the Service or Reports to any third party, other than the Client’s professional advisers under obligations of confidence.

5.6 Cooperation. The Client must cooperate reasonably with ShareTree, including by responding to requests relating to Enrolled Employee data, escalations and complaints.

6.1 The Client selects one Support Delivery Plan in the Order. The plans are described in Schedule 3. This clause allocates responsibility under each.

6.2 Capped plan. ShareTree delivers Support Sessions requested through the Service using ShareTree MHFRs and psychologists, billed as used at the rates in Schedule 1, up to the Cap. A Support Session is delivered under this plan only while the remaining Cap value covers the full rate for that session; the Cap is never partially drawn down. When the Cap is exhausted:

• (a) ShareTree will notify the Client’s administrator as the remaining Cap value runs low (currently when it falls below each of $2,000, $1,000, $600 and $300, each notice given once) and again when the Cap is reached;
• (b) the Client may increase the Cap at any time by upgrading its coverage tier in the Portal (prior consumption carries over); and
• (c) unless the Cap is increased, further Support Sessions are delivered under the Own Service plan and clause 6.3 applies, and ShareTree will continue to conduct Check-in Calls and to direct any Enrolled Employee at risk to the options in clause 3.2, including Lifeline and 000.

6.3 Own Service plan. Support Sessions are delivered by the Client’s own MHFRs. Under this plan:

• (a) ShareTree routes each request for support raised in a Check-in Call to the Client Follow-Up Users the Client has nominated, on the same Business Day where the request arises from the risk pathway in clause 3.2, and otherwise within one Business Day;
• (b) the Client is responsible for maintaining trained, accredited responders in sufficient number and with sufficient availability to respond to routed requests within a reasonable time, and for the quality and outcome of the support its responders provide;
• (c) ShareTree remains responsible for the conduct of Check-in Calls, the operation of the risk pathway during calls, the accuracy of routing, and the Report; and
• (d) the Client must make the acknowledgement in Annex A, Part B before the Own Service plan takes effect.

6.4 Nothing in this clause limits ShareTree’s obligation to exercise due care and skill in what it does provide, or excludes any liability that cannot be excluded by law.

7.1 Contact. The Client engages ShareTree to attempt contact with every Enrolled Employee in each Check-in Cycle. An Enrolled Employee cannot opt out of being contacted, because the Client has engaged the Service for its whole enrolled workforce; but every Enrolled Employee may decline to participate in a Check-in Call, end a call at any time, and decline to answer any question. ShareTree will tell them so at the start of every call.

7.2 AI disclosure. In AI Mode, Aida identifies itself as an AI assistant at the start of every call, states that it is calling on behalf of the Client, states the purpose of the call, and explains before asking any question that the call is transcribed (not recorded), that the Client receives only anonymous team-level themes, and that the person may stop or skip anything at any time.

7.3 Human calls. In Human Mode, the MHFR informs the Enrolled Employee at the start of the call that it is being transcribed (not recorded) and analysed in the same way as AI calls, and obtains their agreement to continue before proceeding.

7.4 Call conduct. Check-in Calls are limited to approximately 20 minutes unless risk is present. Neither Aida nor an MHFR will refer during a call to any information the Enrolled Employee has entered in the Emotional Pulse application unless the Enrolled Employee asks.

7.5 Prioritisation between modes. Where ShareTree has MHFR capacity, it may elect to conduct a scheduled AI Mode call as a Human Mode call instead, at no additional charge to the Client. In deciding which scheduled calls to convert, ShareTree may use the number of prior unsuccessful Attempts, whether the person is active in the Emotional Pulse application, and patterns in that person’s Emotional Pulse check-in history. That history is used only as a ranking input within ShareTree’s systems and is never disclosed to the MHFR or the Client. This is disclosed to Enrolled Employees in the Employee Privacy Notice.

7.6 Consent to be contacted. At the end of a Check-in Call, the Enrolled Employee is asked whether they agree to be contacted about anything they raised. This consent governs only whether ShareTree may follow up with that person about that matter and close the loop with them later. It does not govern whether de-identified Findings are included in the Report; they are included either way in accordance with clause 8.

8.1 Three layers. Information generated by the Service is held in three layers with separate access:

8.2 Structural separation. The analytical layer is built from records that carry no identifier of any individual and no verbatim content. Access controls are enforced on ShareTree’s servers, not in the user interface, so that no Portal function available to the Client can retrieve identity-linked or verbatim content.

8.3 Minimum Group Size. No team or organisational unit with fewer than five Enrolled Employees is shown in any Report. Such units are combined into their parent unit before any figure is displayed. Cross-tabulations that could isolate an individual are not provided.

8.4 What a Finding in a Report represents. A Finding is ShareTree’s classification of a matter raised in a Check-in Call, produced by AI analysis of the Transcript and reviewed where confidence is low or where the factor concerns harassment, bullying or violence. A Finding is included in the Report on the basis of its classification confidence, in both delivery modes; Enrolled Employees are not asked to confirm individual Findings. The Client acknowledges that Reports may contain de-identified Findings that the individual concerned did not expressly confirm. ShareTree MHFRs may dispute a Finding, in which case it is withheld pending review.

8.5 What Reports never contain. Reports never contain: names, roles or identifiers of individuals; verbatim words spoken; the identity or number of persons in a group below the Minimum Group Size; the classification rationale for any Finding; or any indication of which individuals were selected for Human Mode calls under clause 7.5.

8.6 The Follow-Up List. As an exception to de-identification, and for the purpose of duty-of-care follow-up only, ShareTree provides the Client with a list of Enrolled Employees who, in a Check-in Cycle, could not be reached after three Attempts or declined to participate. The list shows name, mobile number, contact status and last Attempt time. It never includes anyone because of the content of a call or any risk assessment: it is determined solely by whether a scheduled call connected. Enrolled Employees are told about the Follow-Up List in the Employee Privacy Notice and the pre-call email. The Client’s use of the list is governed by clause 5.5(c) and Schedule 4.

8.7 No disclosure of identity to the Client. ShareTree will not disclose to the Client the identity of any Enrolled Employee in connection with the content of a Check-in Call, or the fact that any particular Enrolled Employee raised a concern or was offered support. This applies even where risk is indicated. The only exceptions are: (a) where the Enrolled Employee expressly asks ShareTree to tell the Client; or (b) where ShareTree is compelled by law (for example by court order), in which case ShareTree will disclose only what is compelled and will, where lawful, tell the Enrolled Employee.

8.7A How risk is handled instead. Where risk of harm is indicated during a call, ShareTree responds through the Enrolled Employee, not around them: routine questions stop, and the person is encouraged and helped to speak with a ShareTree MHFR, book a Support Session, or contact Lifeline or emergency services (clause 3.2). The Enrolled Employee decides which option to take. ShareTree does not contact the Client, a manager or a third party about the individual. The Client acknowledges that this is the agreed model and that it will not receive, and must not request, the identity of any individual on the basis of risk.

8.8 Report versions. Reports are versioned. ShareTree may issue a superseding version of a Report where a Finding is withheld or corrected on review. Prior versions are retained for audit and are not deleted.

8.9 Escalation cluster. Where any Finding indicates harassment, bullying or violence, or indicates imminent risk, the relevant factor is shown as the highest risk band for the team regardless of prevalence, and the Finding is reviewed by ShareTree staff before the Report is released.

9.1 Compliance. Each party must comply with the Privacy Act and the APPs in relation to Personal Information it collects, holds, uses or discloses in connection with this Agreement. ShareTree handles Personal Information as an organisation bound by the APPs.

9.2 Roles. The Client collects and discloses to ShareTree the Client Data. ShareTree collects call content directly from Enrolled Employees, determines how it is analysed and reported, and is responsible for that handling in accordance with the Employee Privacy Notice. The parties will cooperate to ensure that Enrolled Employees receive the notifications required by APP 5.

9.3 Purpose limitation. ShareTree will use Personal Information only to provide the Service, to comply with law, and (in de-identified form only) to improve the Service and the Taxonomy. ShareTree does not sell Personal Information and does not use it for marketing.

9.4 Security. ShareTree will take reasonable steps to protect Personal Information from misuse, interference, loss, unauthorised access, modification or disclosure, including encryption in transit and at rest, role-based access enforced at the server, and the structural separation in clause 8.2.

9.5 Retention and deletion.

• (a) Transcripts are retained for 30 days after the call and then permanently deleted.
• (b) No call audio is retained by ShareTree or any Sub-processor.
• (c) Findings are retained in de-identified form for reporting, trend analysis and audit for the term of this Agreement and for seven years thereafter, or such shorter period as ShareTree determines. On an Enrolled Employee’s departure or on request, ShareTree removes the link between that person and any identity-linked record; scored fields already de-identified are retained as aggregate data.
• (d) The Follow-Up List for a Check-in Cycle is retained until the end of the following Cadence Block and then deleted.
• (e) On termination, ShareTree will delete or de-identify Client Data within 90 days, other than records it must retain by law, acceptance records under clause 1, and de-identified aggregate data.

9.6 Overseas disclosure. The Client acknowledges that in providing the Service ShareTree discloses Personal Information to the Sub-processors in Schedule 2, some of which are located outside Australia. In particular: live voice processing for AI Mode calls occurs on infrastructure in the United States, with retention disabled so that no content is stored after the call; analysis of Transcripts is performed by an AI provider in the United States; and telephony is carried by a provider that processes call metadata in the United States. ShareTree’s system of record is hosted in Sydney, Australia. ShareTree will take reasonable steps under APP 8 to ensure each overseas recipient does not breach the APPs in relation to that information, including contractual terms that prohibit use of the information for the recipient’s own purposes or for training models. This is disclosed to Enrolled Employees in the Employee Privacy Notice.

9.7 Sub-processors. ShareTree may engage the Sub-processors listed in Schedule 2 and may change them on 30 days’ notice to the Client’s administrator by updating Schedule 2 in the Portal. The Client may object on reasonable grounds within that period; if the objection cannot be resolved, either party may terminate the affected Order without penalty and ShareTree will refund Fees paid for any unexpired part of the current Cadence Block.

9.8 Data breach. If ShareTree becomes aware of unauthorised access to or disclosure of Personal Information relating to the Client’s Enrolled Employees, it will notify the Client without undue delay and in any event within 72 hours, provide the information the Client reasonably needs, and cooperate in any assessment or notification required under Part IIIC of the Privacy Act. Each party will bear its own obligations under that Part.

9.9 Access and correction. Each party will refer to the other any request from an Enrolled Employee to access or correct Personal Information that the other party holds, and will assist reasonably.

9.10 Confidential Information. Each party must keep the other’s Confidential Information confidential, use it only for this Agreement, and disclose it only to personnel and advisers who need it and are bound by confidence, or as required by law. This clause survives termination.

10.1 Outreach fee. The Client pays a recurring outreach fee for each Cadence Block, calculated as the per-person rate for the selected delivery mode and Cadence (as displayed in the Portal at the time of the Order) multiplied by the Peak Headcount for that Cadence Block.

10.2 Why Peak Headcount. ShareTree schedules capacity, telephony and responder availability for each Cadence Block on the basis of the number of people enrolled. Reducing enrolment during a block does not reduce the capacity already committed. Accordingly, additions during a Cadence Block increase the fee for that block, but removals take effect from the start of the next Cadence Block. The Client may reduce headcount at any time with effect from the next Cadence Block.

10.3 Support Sessions. Under the Capped plan, Support Sessions are billed as used at the rates in Schedule 1, up to the Cap. Each Support Session is charged individually when the responder closes the session out (a session where the Enrolled Employee does not attend is charged as delivered, see Schedule 1). If a charge cannot be collected from the payment method on file, ShareTree will issue an invoice with a payment link, payable within 14 days.

10.4 GST. Fees are quoted exclusive of GST. GST at the applicable rate is added at checkout and shown on each invoice. ShareTree is registered for GST.

10.5 Payment. The outreach fee is billed monthly in advance throughout each Cadence Block, at one month’s per-person rate multiplied by the Peak Headcount recorded for the block to date. Payment is by card or direct debit through ShareTree’s payment provider. Invoices for Support Sessions are payable within 14 days.

10.6 Forecasts. Any forecast of Support Session volume, cost or return on investment displayed in the Portal is an estimate based on the Client’s inputs and general benchmarks. It is provided to assist planning and is not a representation of the volume, cost or outcome that will occur.

10.7 Late payment. If Fees are not paid when due, ShareTree may, after 10 Business Days’ notice, suspend the Service under clause 13 until payment is received. ShareTree may charge interest on overdue amounts at 2% above the Reserve Bank of Australia cash rate, calculated daily.

10.8 Price changes. ShareTree may change per-person rates or session rates on at least 60 days’ notice, effective from the next Cadence Block beginning after the notice period. If the Client does not accept a change it may cancel under clause 12 with effect from that date.

11.1 The Client may add Enrolled Employees at any time; they are included from the next scheduled Check-in Cycle and counted in Peak Headcount.

11.2 The Client may change delivery mode, Cadence or Support Delivery Plan with effect from the next Cadence Block. A change to the Own Service plan requires the acknowledgement in Annex A, Part B.

11.3 The Client may increase the Cap at any time by upgrading its coverage tier. A change to a lower tier takes effect immediately; consumption already accrued carries over, and if accrued consumption equals or exceeds the lower Cap, clause 6.2(c) applies.

12.1 Cancellation by the Client. The Client may cancel the Service at any time through the Portal or by written notice. Cancellation takes effect at the end of the current Cadence Block. The Service continues, and Fees remain payable, for the remainder of that block. No fee is payable for any subsequent block, provided notice is given before the block begins.

12.2 No pro-rata refunds. Except as provided in clauses 9.7, 10.8, 12.3 and 12.4, Fees paid for a Cadence Block are not refundable if the Client cancels or reduces the Service part-way through the block, because ShareTree’s capacity for the block has been committed.

12.3 Refund where ShareTree is at fault. If ShareTree materially breaches this Agreement and does not remedy the breach within 20 Business Days of written notice, or if the Service is unavailable for more than 10 consecutive Business Days for reasons within ShareTree’s control, the Client may terminate and ShareTree will refund the outreach fee for the unexpired part of the current Cadence Block.

12.4 Consumer Law. Nothing in this Agreement excludes any right or remedy the Client has under the Consumer Law that cannot be excluded, including any right to a refund for a failure to comply with a consumer guarantee.

12.5 Effect on Enrolled Employees. On cancellation, ShareTree will complete any Support Session already booked, and will provide any Enrolled Employee with an open support request the contact details for Lifeline and any Client Follow-Up User.

13.1 ShareTree may suspend all or part of the Service, on notice, where:

• (a) Fees are overdue under clause 10.7;
• (b) the Client is in material breach of clause 5.5 or 9;
• (c) continued provision would breach law or a lawful direction; or
• (d) necessary to protect the security or integrity of the Service or the safety of any person.

13.2 ShareTree will limit suspension to what is necessary and restore the Service promptly once the cause is resolved. During suspension for the Client’s breach, Fees continue to accrue. ShareTree will not suspend the risk pathway in clause 3.2 for any call already in progress.

14.1 ShareTree owns, or is licensed to use, all intellectual property in the Service, Emotional Pulse, Aida, the Taxonomy, the Report formats and methodology, and all improvements to them. Nothing in this Agreement transfers any of that to the Client.

14.2 The Client owns the Client Data. The Client grants ShareTree a non-exclusive licence to use Client Data to provide the Service and as permitted by clause 9.

14.3 ShareTree grants the Client a non-exclusive, non-transferable licence to use Reports for its internal psychosocial risk management, including disclosure to its board, regulators and professional advisers.

14.4 ShareTree may use de-identified, aggregated data derived from the Service, which does not identify the Client or any individual, to operate, evaluate and improve the Service and the Taxonomy and for research and benchmarking. ShareTree will not publish benchmarking in a way that identifies the Client without consent.

14.5 The Taxonomy incorporates material used under licence from Standards Australia / ISO. The Client acquires no right to reproduce ISO 45003:2021 or any part of it.

15.1 ShareTree warrants that:

• (a) it has the right to enter into this Agreement and supply the Service;
• (b) the Service will be supplied with due care and skill and in accordance with this Agreement;
• (c) MHFRs conducting Human Mode calls and Support Sessions hold current recognised accreditation, and psychologists hold current AHPRA registration; and
• (d) it holds the insurances in clause 18.

15.2 The Client warrants that:

• (a) it has the right to enter into this Agreement and the person accepting it is authorised;
• (b) the Client Data is accurate and lawfully provided; and
• (c) it has complied and will comply with clause 5.2.

15.3 Except as expressly stated in this Agreement and to the extent permitted by law, all other warranties, conditions and guarantees are excluded. Without limiting clause 3.3, ShareTree does not warrant that the Service will identify every risk, that any Enrolled Employee will engage, that any Finding is correct, or that any particular outcome will result for any individual or for the Client.

16.1 Non-excludable rights. Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, including under the Consumer Law. To the extent ShareTree is permitted to limit its liability for breach of such a guarantee, its liability is limited, at ShareTree’s option, to supplying the Service again or paying the cost of having it supplied again.

16.2 Cap. Subject to clauses 16.1 and 16.4, each party’s total aggregate liability to the other under or in connection with this Agreement, whether in contract, tort (including negligence), under statute or otherwise, in any 12-month period is limited to the greater of (a) the Fees paid or payable by the Client in that period and (b) AUD [50,000].

16.3 Exclusions. Subject to clauses 16.1 and 16.4, neither party is liable to the other for any loss of profit, revenue, business or goodwill, or for any indirect or consequential loss, however arising.

16.4 Carve-outs. The limitations in clauses 16.2 and 16.3 do not apply to:

• (a) either party’s liability for death or personal injury caused by its negligence;
• (b) either party’s liability for fraud or wilful misconduct;
• (c) the Client’s obligation to pay Fees;
• (d) a party’s breach of clause 9.10 (confidentiality);
• (e) the Client’s breach of clause 5.5; or
• (f) the indemnities in clause 17.

16.5 Contribution. Each party’s liability is reduced proportionately to the extent the other party, its personnel or its Enrolled Employees caused or contributed to the loss.

16.6 Acknowledgement. The Client acknowledges that the Fees reflect this allocation of risk and that ShareTree would not supply the Service on these terms without it.

17.1 The Client indemnifies ShareTree against loss, damage, cost (including reasonable legal costs) and liability arising from any third-party claim, regulatory action or complaint to the extent caused by:

• (a) the Client’s breach of clause 5.2 or 5.5;
• (b) inaccurate Client Data; or
• (c) the acts or omissions of the Client’s responders under the Own Service plan.

17.2 ShareTree indemnifies the Client against loss, damage, cost (including reasonable legal costs) and liability arising from any third-party claim that the Client’s use of the Service in accordance with this Agreement infringes that third party’s intellectual property rights in Australia.

17.3 An indemnified party must notify the other promptly of a claim, allow the indemnifying party to conduct the defence, not settle without consent (not unreasonably withheld), and mitigate its loss. Clause 16.5 applies to the indemnities.

18.1 ShareTree will maintain for the term: professional indemnity insurance of not less than AUD [amount] per claim; public liability insurance of not less than AUD [amount] per occurrence; and cyber liability insurance of not less than AUD [amount], and will provide certificates of currency on request.

19.1 A party must not commence court proceedings (except for urgent interlocutory relief) unless it has first given written notice of the dispute and the parties’ senior representatives have met, in person or by video, within 10 Business Days to attempt resolution in good faith.

19.2 If the dispute is not resolved within 20 Business Days of the notice, either party may refer it to mediation administered by the Resolution Institute under its mediation rules, with the mediator appointed by the Resolution Institute if not agreed. Costs of the mediator are shared equally.

19.3 If the dispute is not resolved within 30 Business Days after referral to mediation, either party may commence proceedings.

19.4 Nothing in this clause prevents either party acting immediately where the safety of any person is at risk.

20.1 Either party may terminate this Agreement immediately by written notice if the other party:

• (a) commits a material breach that is not capable of remedy, or is not remedied within 20 Business Days of notice;
• (b) becomes insolvent, enters administration or liquidation, or has a receiver appointed; or
• (c) in ShareTree’s case, the Client breaches clause 5.5(a), (b) or (c).

20.2 On termination: clauses 8.7, 9, 12.5, 14, 16, 17, 19 and this clause survive; ShareTree will provide the Client with any Report already due; and Fees accrued to the date of termination remain payable. Where ShareTree terminates for the Client’s breach, no refund is payable.

21.1 Neither party is liable for delay or failure to perform (other than to pay money) caused by events beyond its reasonable control, including telecommunications or Sub-processor outages not caused by it, provided it notifies the other promptly and uses reasonable efforts to resume. If such an event continues for more than 30 days, either party may terminate the affected Order and ShareTree will refund Fees for the unexpired part of the current Cadence Block.

22.1 Notices. Notices must be in writing and sent to the email address of the Client’s nominated administrator or to ShareTree at support@sharetree.org, and are taken to be received on the next Business Day after sending, absent a bounce.

22.2 Assignment. The Client may not assign or novate this Agreement without ShareTree’s consent, not unreasonably withheld. ShareTree may assign or novate to a successor of its business on notice, provided the successor assumes ShareTree’s obligations under clauses 8 and 9.

22.3 Subcontracting. ShareTree may subcontract the performance of the Service, including to Sub-processors and to accredited MHFRs and registered psychologists, and remains responsible for their performance.

22.4 Variation. ShareTree may vary these Master Terms and Schedules by publishing a new version in the Portal and giving the Client at least 30 days’ notice. Variations take effect from the next Cadence Block, unless required sooner by law or made to the Client’s benefit. If a variation is materially adverse, the Client may cancel under clause 12 before it takes effect. Each acceptance in the Portal records the version accepted.

22.5 Entire agreement. This Agreement is the entire agreement between the parties about its subject matter and supersedes prior proposals and representations, other than any that cannot be excluded by law.

22.6 Severability. If any provision is void or unenforceable, it is severed and the remainder continues.

22.7 Waiver. A right is waived only in writing. A failure to exercise a right is not a waiver.

22.8 Relationship. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship, and ShareTree is not the Client’s health and safety representative or adviser.

22.9 Electronic acceptance. The parties consent to this Agreement being formed by electronic acceptance in the Portal and to notices by email.

22.10 Governing law. This Agreement is governed by the law of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and courts entitled to hear appeals from them.