Resolution Education - Terms & Conditions
- These Terms, as amended or replaced from time to time, apply to any Services supplied or to be supplied by the Company to the Client, or any third party on the Client’s behalf.
- The Client is deemed to have read, understood and accepted these Terms if at any time the Client requests a Proposal, accepts a Proposal, or pays any deposit or any other monies in relation to a Proposal or Order.
- The Company reserves the right to amend these Terms at any time at its sole discretion. Any subsequent Order by a Client constitutes acceptance of the changes.
2. Proposals and Orders
The Company may, at is sole discretion, issue a Proposal to the Client following a request by the Client for Services.
- A Proposal or other indication of a price issued by the Company is an invitation to treat, not a contractual offer.
- A Proposal is valid for the period stated in the Proposal, or if no such period is specified, then 60 days from the date of issue.
- The Company reserves the right to cancel or modify a Proposal at any time before the Client has accepted a Proposal.
- To the extent permitted by law, the Company shall not be liable for any errors or omissions in a Proposal.
- Proposals may only be accepted by a Client in their entirety.
The Company makes no representation or warranty as to the suitability of the Services for the Client’s purposes. It is the Client’s responsibility to satisfy itself as to such suitability and the Client must not accept a Proposal unless it is so satisfied.
- Accepted Proposals will be considered Orders following acceptance by the Client in writing or by conduct and payment of any Deposit.
- Each Order incorporates the accepted Proposal and these Terms.
- Any additional terms contained in any document (including hand amendments) provided by the Client will not form part of the Order unless agreed by the Company in writing.
- All descriptive matter and/or specifications issued by the Company and any descriptions or instructions contained on Company’s website, in catalogues or brochures, or any other media are issued or published for the sole purpose of giving an approximate idea of the Services described in them. Unless expressly included in a Proposal, they will not form part of the Order.
- An Order may only be cancelled in accordance with the terms of these Terms.
The Company shall provide the Services to the Client subject to these Terms.
The Company will endeavour to provide the Services within the timeframes (if any) set out in the Order.
3.3 Client to provide instructions and documentation
The Client must:
- give the Company clear instructions in relation to the Services and respond to any questions the Company has promptly and clearly;
- provide any information or documents necessary for the Company to perform the Services; and
- respond in a timely manner if the Company brings an issue to the Client’s attention that affects the Services.
3.4 Service Limitations
The Company will use reasonable efforts in providing the Services, however other than as set out in these Terms, to the fullest extent permitted by law, the Company does not warrant or guarantee that the Services will be uninterrupted or error-free, and the Company does not take any responsibility for delays in providing the Services, or any Claim caused by any:
- delays, action, operation, inaction, or failure of any third party;
- failure by the Client to provide instructions, information or documents in accordance with clause 3.3.
- failure by the Client to comply with the requirements with respect to Premises in accordance with clause 3.5;
- failure by the Client to comply with the requirements with respect to Participants in accordance with clause 3.6; or
- any Unforeseen Event.
- Where the Company has agreed to provide Training at Premises owned, leased, licensed, or otherwise occupied by the Client, the Client must:
- provide the Company and its representatives with access to the Premises, audio-visual equipment and other facilities and services as are reasonably required to perform the Services;
- ensure that the Premises are safe for the Company, its Representatives, and Participants, and are reasonably suitable for the purposes of Training;
- notify the Company and its Representatives of any site-specific requirements in advance; and
- ensure that it and its Representatives comply with all laws with respect to the Premises, including occupational health and safety laws.
- Unless otherwise agreed, the Client is solely responsible for booking any Premises and for paying any costs associated with the booking.
- Where the Client fails to comply with this clause 3.5, any timeframes binding on the Company shall be suspended at the option of the Company until such time as the default is rectified by the Client.
- Where requested by the Company, the Client must as soon as practicable, and in any event at least 5 Business Days before the commencement of Training:
- provide the Company with a list of intended Participants, including their names and job descriptions;
- notify the Company of any change to the list of Participants;
- notify Participants of appropriate attire and other requirements for Training as specified by the Company;
- if required by the Company, procure that all Participants sign a waiver or release of liability in favour of the Company in the form reasonably required by the Company.
- The Client must procure that Participants follow all lawful directions given by the Company during any Training.
- Unless otherwise specified in the Proposal, the Client and Participants shall be solely responsible for the costs of attendance, meals and accommodation required to attend Training.
3.7 Remote Training
If Training is undertaken remotely through a videoconferencing application or otherwise, it is the Client’s responsibility to arrange the necessary physical devices, internet connections, communications or anything else required for it and Participants to connect to the Training session. The Company shall not be liable for any interruption in the Services caused by hardware or software failure.
3.8 Changes to Services
The Company may from time to time, alter the content or structure of the Services, including the Training and Materials, as it considers necessary.
3.9 Photography & Recording
The Client must not, and ensure that Participants do not, photograph, film, or record audio during any Training without the Company’s prior written consent.
3.10 Out-of-Scope Services
The Company may at its discretion, upon written request by the Client, provide Out-of-Scope Services. Unless stated elsewhere, the Company will charge rates as determined at the Company’s discretion for any Out-of-Scope Services it provides.
The Company will at all times hold and maintain professional indemnity insurance and public liability insurance appropriate for the provision of the Services.
4.1 Invoices and Time for Payment
- The Company will invoice the Client directly and the Client must pay the amount due on the invoice in accordance with the Payment Terms as set out in an Order.
- Without limitation, the Payment Terms may require the Client to pay for the Services:
- in full before delivery;
- in instalments; or
- with an initial Deposit and the remainder on delivery, or within a specified time after delivery.
- If the Client is required to make payment in instalments, and such instalments are not received by the Company by their due date, the Company reserves the right to:
- halt any further delivery of Services until such time as the outstanding payment is made; and
- claim reimbursement from the Client for its reasonable costs incurred as a result of the delay.
- If the Client is required to make payment in full or to pay a Deposit, the Company is under no obligation to supply any Services until the relevant amount is paid to the Company.
- Payment must be made in a manner approved by the Company. Where payment is made by credit card, the Company may charge a credit card surcharge of up to 1.75% of the total price of the Services.
4.2 Usual Payment Terms
Unless otherwise stipulated in the Proposal or otherwise agreed in writing, the Client must pay for Services in full before delivery.
4.3 Cancellation Fees
Where the Client has accepted a Proposal and informs the Company that the Client wishes to cancel the Order afterwards, the Company reserves the right, at the Company’s absolute discretion and without any liability to the Client, to:
- invoice the Client for a cancellation fee of 10% of the total cost of the Services, and/or any expenses incurred by the Company for the period up to cancellation and for up to 72-hours afterwards , including any wages or equipment hire fees; and
- deduct the costs from any Deposit before releasing the remainder to the Client.
- The Client must reimburse the Company for all reasonable out-of-pocket expenses it directly incurs while providing the Services, including any travel expenses.
- The Company will produce receipts and other supporting documentation upon request to substantiate the amount of the out-of-pocket expenses for which reimbursement is claimed and the reason the expenses were incurred.
4.5 Failure to Pay
If the Client fails to pay the Company any amount under these Terms by the due date for payment, the Company may (without limiting its other rights) immediately do any or all of the following, without any liability, until all overdue fees are paid:
- charge the Client interest on the overdue amount at a rate of interest per annum equal to 2% above the standard contract default rate published by the Queensland Law Society from time to time;
- withhold further performance of Services under any Order or other agreement between the parties until the overdue amount and interest has been paid in full;
- terminate these Terms without any obligation to refund the Client any money in respect of the cancellation, even if the contractual term of these Terms has not expired;
- initiate proceedings against the Client to recover the overdue amount (despite any dispute resolution clause in these Terms); and
- recover all costs to recover overdue amounts, including but not limited to legal costs and outlays on a full indemnity basis.
- In this clause 4.6, adjustment note, GST, tax invoice and taxable supply have the meaning given to them in the GST Law.
- For each taxable supply under or in connection with any Order:
- the Company will be entitled to charge the Client for any GST payable by the Company in respect of the taxable supply;
- the Client must pay the Company the amount of the GST at the same time as the relevant charge applicable to the supply becomes payable under the Order; and
- the Company must provide a valid tax invoice or adjustment note to the Client in respect of the taxable supply.
- The price of all Services is exclusive of GST unless expressly stated to be inclusive of GST.
The Client is responsible for paying all government charges or duties of any kind incurred in or in connection with the Company’s supply of the Services. Such charges include without limitation all stamp duties, financial institution duties, and any other charges or duties of a like kind.
5. Account and Credit
5.1 Ability to Pay
- In performing Services under these Terms, the Company may provide the Client with access to a Credit Account. In order to provide the Client with access to a Credit Account, the Client must:
- complete the Credit Account request form attached to the initial Proposal;
- provide the Company with any evidence the Company requests which may demonstrate that the Client is able to satisfy its payment obligations to the Company at all times; and
- comply with the terms listed on that request form and this clause 5.
- Prior to providing the Client access to a Credit Account, the Company reserves the right to:
- check the Client’s credit history with institutions of the Company’s choosing;
- enquire with the Client about confidential business matters such as cash flow, expenses and projected revenue; and
- take all other actions the Company deems reasonably necessary to satisfy itself that the Client will discharge its payment obligations under these Terms.
- The Company may refuse to execute, suspend or terminate these Terms or any Services at its complete discretion where the Client fails to comply with the Company’s requests under this clause.
5.2 Credit Agreement
- The Client may obtain Services under these Terms up to the amount of the Client’s credit limit. The credit limit is stipulated in the Credit Agreement.
- The Client must comply with all terms, payment periods and requirements of any Credit Agreement the Client enters into with the Company for a Credit Account.
- The Company reserves the right to suspend the provision of Services on credit and may (in The Company’s discretion) suspend/terminate the Credit Agreement and/or Credit Account entirely if:
- the Client breaches any term of these Terms;
- the Client breaches any term of the Credit Agreement;
- the Client does not make payments on its Credit Account within the period stipulated; or
- the Client exceeds the credit limit.
- The Client expressly releases and discharges the Company from any Liability to the Client for the suspension or termination of a Credit Account and/or Credit Agreement under clause 5.2(c).
- The Client acknowledges that the provision of a Credit Account is a privilege provided entirely at the Company’s discretion, and that the Client has no inherent or continuing right to such a privilege. The Client agrees that the Company may revoke its Credit Account at any time without the need for prior notice to the Client.
- The Company may update, amend or vary any of the terms on which it provides the Client a Credit Account in its complete discretion. The Client’s continued use of the Credit Account is considered acceptance of all terms and conditions which relate to the provision of that account.
- Where the Client does not agree with any updated terms and conditions as they relate to a Credit Account, the Client’s sole and exclusive remedy is to cease usage of the Credit Account altogether.
- The Client indemnifies the Company for any failure to comply with the Credit Agreement and/or misuse of its Credit Account, including any legal costs, Consequential Loss or other damages which flow from that breach.
- The Client acknowledges and agrees that the Company may charge interest and other fees on the Credit Account, fees for which will initially be set out in the relevant Credit Agreement. The Company may update these fees at any time and will notify the Client of changes in relation to same within a commercially reasonable timeframe.
6. Liability and Indemnity
6.1 Limitation of Liability and Non-Excludable Conditions
- The Client acknowledges and agrees that it is receiving the Services for commercial purposes and not for domestic, personal or household use.
- If the Client is a consumer within the meaning of the Consumer Law, there are certain rights (such as the consumer guarantees implied by the Consumer Law, which cannot by law be excluded (Non-Excludable Condition). This clause 6 is subject to those Non-Excludable Conditions.
- Subject to the application of any applicable Non-Excludable Condition and to the maximum extent permitted by law, the Company:
- excludes from these Terms all guarantees, conditions and warranties that might but for this clause be implied into these Terms;
- excludes all liability to the Client or any Participant for any Claim suffered or incurred directly or indirectly by the Client or any Participant in connection with these Terms, the Order and Services, whether that liability arises under common law, equity or under statute; and
- will not, under any circumstances, be liable to the Client or any Participant for any Consequential Loss.
- If the Company’s liability under these Terms cannot be lawfully excluded, to the maximum extent permitted by law, the Company’s liability for breach of any Non-Excludable Condition is limited to (at the Company’s option) the supplying of the Services again, or the payment of the cost of having the Services supplied again.
The Client acknowledges there is a potential for injury to Participants from the Services, although this is unlikely. To the extent permitted by law, the Company is not responsible for any injury to Participants, and the Client releases and indemnifies the Company and its Representatives against all liability arising from Claims:
- by the Client or Participants arising directly or indirectly from their participation in Training activities and any use of the Services (including but not limited to the use of any techniques, methods, procedures, or information contained within the Services);
- by a third party arising directly or indirectly from the Client or Participants using the Services (including but not limited to the use of any techniques, methods, procedures, or information contained within the Services);
- for any negligent or unlawful act or omission by the Client, Participants or their Representatives;
- for any personal injury or death arising directly or indirectly out of the conduct of the Client or Participants;
- for any damage to property arising directly or indirectly out of the conduct of the Client or Participants;
- for any breach of these Terms or any third-party rights by the Client or its Representatives;
- related to the Company or a third party’s reliance on an incorrect, incomplete or misleading representation made by the Client, Participants, or its Representatives;
- related to any agreement in force between the Client or Participant and a third party connected with the Services;
- for libel, slander, defamation, disparagement or false, misleading or deceptive conduct by the Client, Participants, or their Representatives; or
- arising from the Company being required under Privacy Law to correct any data, respond to any complaint, or address any other matter raised by a person.
6.3 Conditions of indemnity
- The Company 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 the Company may be entitled. Nothing in the indemnities in these Terms will be construed so as to prevent the Company from claiming damages in relation to the Client’s breach of any provision 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.
7. Intellectual Property
7.1 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.
- The parties agree that all Intellectual Property Rights in Services, Proposals, Materials, and any other material, designs methods or content developed by the Company pursuant to any Order, including modifications, improvements and enhancements (Work IP), will vest in and are owned by the Company upon creation, even if based on request or feedback from the Client or Participants.
7.2 Client’s Use of Intellectual Property
The Client must not, and must procure that its Representatives and Participants do not, without the prior written consent of the Company:
- sell, sublicense, rent, lease, lend, modify, alter, translate, reproduce, transmit, distribute, publicly display, publicly perform, publish, adapt, or edit any part of the Work IP;
- combine or incorporate the Work IP in any aspect of any business without the Company’s consent in writing;
- copy the Work IP, in whole or in part;
- claim any Intellectual Property Rights or Moral Rights in the Work IP;
- use the Work IP in any way which is not in accordance with the Proposal and these Terms;
- use the Work IP for any unlawful purpose; or
- authorise or permit any other party to do any of the acts listed above.
7.3 Company is licenced to use Client IP for Services
The Client grants the Company and its Representatives a royalty-free, non-exclusive, perpetual licence to use and reproduce the Client’s logos, trade marks, designs and other Intellectual Property Rights (Client IP) to the extent necessary to perform the Services, including incorporating Client IP into Materials.
8. Default & Termination
The Client will be in default if the Client:
- fails to pay any amount to the Company by its due date;
- provides the Company information which it knows or has reasonable grounds to suspect is false, incomplete or misleading;
- undergoes an Insolvency Event;
- breaches any provision of these Terms which is incapable of remedy; or
- breaches any provision of these Terms and fails to remedy that breach within 10 Business Days.
8.2 Consequences of Default
If the Client is in default, then subject to any law (including requirements as to notice), the Company may, without limiting its other rights:
- demand immediate payment of all moneys owed by the Client to the Company whether due for payment or not;
- withhold further performance of any obligations under any Order or other agreement between the parties; and/or
- immediately terminate these Terms or any Order without any obligation to refund the Client any money in respect of the cancellation.
8.3 Termination at Company’s election
The Company may terminate these Terms or any Order for any reason by providing the Client with 10 Business Days’ notice. The Company shall have no liability for any Claim associated with the termination except for a refund to the Client of any amounts paid to the Company for Services not provided (provided that the Client is not in default).
8.4 Termination not to affect obligation to pay
Termination of these Terms or any Order shall not affect the Client’s obligation to pay any outstanding amounts or other amounts in relation to Services.
9. The Company’s set-off rights
- The Company, after having demanded payment of any amount overdue in accordance with clause 8.2, may apply any payment paid by the Client, against:
- the Company’s costs and disbursements in recovering the amount due;
- any interest accrued; or
- the amount overdue.
- The Company may at any time set off any amount the Client owes to the Company against any amount the Company may then owe to the Client.
10. Force Majeure
Neither party shall have liability to the other in relation to any Claim relating to a delay in delivery of any Services, or failure to comply with its any of its other obligations under any Order, as a result of an Unforeseen Event.
- The Company may use subcontractors to deliver the Services.
- To the extent permitted by law, the Client agrees to continually indemnify and hold harmless the Company and its Representatives, from any loss suffered or incurred caused by any subcontractor.
- A party must not, unless otherwise authorised by these Terms or the prior written approval of the other party, disclose the other party’s Confidential Information.
- A party will not be in breach of this confidentiality clause in circumstances where it is legally compelled to disclose the other party’s Confidential Information.
- Each party will take all reasonable steps to ensure that they and their Representatives do not make public or disclose the other party’s Confidential Information.
- Notwithstanding any other provision of this clause, a party may disclose Confidential Information to their solicitors, auditors, insurers, and accountants.
- The Client hereby authorises the Company to collect, retain, record, use and disclose commercial and consumer information about the Client, in accordance with Privacy Law, to persons and/or legal entities, including a solicitor or any other professional Company engaged by the Company, a debt collector, credit reporting agency and/or any other individual or organisation which maintains credit references and/or default listings.
- The Company may give information about the Client to a credit reporting agency for the purposes of obtaining consumer and commercial credit reports and/or lodging consumer and commercial defaults on the Client’s credit file. This information may be given before, during or after the provision of credit to the Client and will be in accordance with Privacy Law.
- Communications must be in writing, and may be sent by mail, hand delivery or by email.
- Notices must be sent to the addresses of the parties specified in the Proposal, or as otherwise notified to the other party in writing.
- A communication by email will be taken to have been received by the addressee at the earlier of the time stated in a read receipt sent by the recipient’s computer or when the message has been delivered to the email address of the addressee.
- A communication that is received after 5pm on a Business Day, or on a non-Business Day, shall be deemed to be received at 9am on the next Business Day.
- 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 Inconsistency with other documents
If these Terms are inconsistent with any other document between the parties, these Terms prevail to the extent of the inconsistency.
Orders may be executed in any number of counterparts including where they are exchanged by facsimile or by email containing these Terms as an unalterable attachment. All counterparts together will be taken to constitute one instrument.
Neither party has entered into any agreement 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.
14.5 Relationship of parties
The relationship of the parties does not form a joint venture, partnership or agency, or create any form of employment relationship.
If any clause of these Terms is invalid or unenforceable then that clause will be deemed deleted and the remainder of this document will remain in full force and effect.
14.7 No waiver except in writing
No part of these Terms will be deemed waived and no breach excused unless such waiver or consent is provided expressly and in writing.
14.8 Governing Law and Jurisdiction
The laws of the State of Queensland, Australia govern these Terms. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction in Queensland.
14.9 Amendments in Writing
These Terms may only be amended in writing by the Company.
- The Client cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the Company.
- The Company may assign, novate or otherwise transfer any of its rights or obligations under these Terms to a third party without notice to, or the prior consent of the Client, but if the Company requires, the Client will sign any documents to give effect to an assignment, novation or transfer by the Company under this clause 14.10.
15. Definitions and Interpretation
In this document:
- Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.
- 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 and whether:
- ascertained or unascertained;
- immediate, future or contingent; or
- subject of a dispute, litigation, arbitration, mediation, conciliation or administrative proceedings.
- Client means the person or entity listed as client in the Proposal.
- Confidential Information means information that is by its nature confidential, including but not limited to information relating to:
- the Client or the Client’s customers;
- personnel, policies, practices, clientele or business strategies of the Company; and
- Intellectual Property Rights of a 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.
- Consequential Loss means 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.
- Company means Black Belt Business Pty Ltd ACN 131 121 992 as trustee for Black Belt Business Trading Trust trading as Resolution Education.
- Course Materials means any workbooks, manuals, course outlines, brochures, fact sheets and any other material provided by the Company to the Client and/or Participants.
- Credit Account means an account with the Company in which the Company allows the Client to accrue debt to the Company for Services rendered under these Terms without the need for immediate payment of those debts.
- Credit Agreement means a contract or form which details specific terms for a Credit Account and falls under these Terms, generally by way of a credit application form.
- Deposit means the amount required to be paid by the Client before the delivery of Services, as specified in the Proposal.
- Fee means the Company’s fees for performing the Services, as specified in the Proposal.
- GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
- Intellectual Property Rights means all intellectual property rights, including copyright, inventions, patents (including patent applications), trade marks (whether registered or not), designs (whether registrable or not), eligible circuit layout rights, domain names, licences, know-how, trade secrets, and includes the right to register any intellectual property rights.
- Insolvency Event means when a party:
- is insolvent under the definition in the Corporations Act 2001 (Cth), or is in liquidation or provisional liquidation, under administration or external control, or becomes bankrupt or is affected by any analogous event;
- enters into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;
- fails to comply with a statutory demand; or
- ceases, suspends or threatens to cease or suspend a material part of its business.
- Liability means any liability (whether actual or prospective), loss, damage, cost or expense of any description, including legal fees on a solicitor and own client basis.
- Moral Rights means moral rights under the Copyright Act 1968 (Cth) or any similar rights existing under foreign laws.
- Out-of-Scope Services means any services not specified in a Proposal which the Client requests the Company to perform.
- Order means a contract between the Company and the Client for the provision of Services, incorporating a Proposal and these Terms.
- Participant means an employee, contractor, officer, or other person associated with the Client who participate in Training.
- Payment Terms means the terms and conditions in relation to the amount payable in respect of Services as included in a Proposal or otherwise provided by the Company to the Client.
- Premises means the location or locations where the Company provides Training.
- Privacy Law means the Privacy Act 1988 (Cth) and any other law that governs the use, disclosure or management of data or information relating to persons.
- Proposal means a proposal for the provision of Services by the Company addressed to the Client.
- Related Body Corporate has the meaning given by the Corporations Act 2001 (Cth).
- Representative includes an employee, agent, officer, director, auditor, advisor, researcher, partner, Company, contractor, sub-contractor, Related Body Corporate, or other related entity of a person.
- Services means any services provided by the Company to the Client as specified in a Proposal, including providing Training and Materials to the Client and Participants, and where applicable also includes the supply of goods.
- Terms means these terms and conditions.
- Training means any activity (in person or remotely) where the Company provides instruction to the Client and/or Participants.
- Unforeseen Event means pandemic or epidemic, fire, flood, tempest, earthquake, act of God, riot, civil disturbance, terrorism, theft, crime, strike, lockout, breakdown, war, government restriction, the inability of suppliers to supply necessary products or materials or any other matter beyond a party’s control.
In this document unless the context indicates a contrary intention:
- headings are for convenience only and do not affect interpretation;
- if a party consists of more than one person, these Terms bind them jointly and each of them severally;
- an obligation, representation or warranty in favour of more than one person is for the benefit of them separately and jointly; and
- “person” includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;
- a reference to a party includes that party’s executors, administrators, successors and permitted assigns
- a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time;
- a reference to a statute includes its delegated legislation and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;
- a word importing the singular includes the plural (and vice versa), and a word indicating a gender includes every other gender and no gender;
- a reference to a party, clause, schedule, exhibit, attachment or annexure is a reference to a party, clause, schedule, exhibit, attachment or annexure to or of this document, and a reference to this document includes all schedules, exhibits, attachments and annexures to it;
- if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
- no doctrine or rule of construction of documents will apply to the disadvantage of a party, on the basis that the party put forward these Terms or any relevant part of it;
- if an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day;
- “includes” in any form is not a word of limitation; and
- a reference to “$” or “dollar” is to Australian currency.