Terms and Conditions

1 Application

This agreement details the responsibilities of Tangelo as a service provider and your obligations as the Services recipient. By accepting these Terms and Conditions or using the Services, you acknowledge that you have read, understood and agreed to be bound by them. You accept that they are a contract between you and Tangelo, ruling use of the Services.

2 Agreement Structure

2.1 The agreement for Services consists of the following parts:

(a) Service Proposal; and

(b) these Terms and Conditions,

together, the “agreement”

2.2 In the event of any inconsistency between the parts of the agreement, the part listed earlier in paragraph 2.1 above prevails to the extent of that inconsistency.

2.3 Tangelo reserves the right to update these Terms and Conditions at any time, effective upon providing an updated version to you; however, the Parties’ rights and obligations shall be as provided in the version of these Terms and Conditions available to you at the time a relevant Service Proposal is executed.

3 Service Obligations

3.1 Tangelo will:

(a) provide the Services to you:

i. during the Business Hours; and

ii. at the place if nominated in the Service Proposal.

(b) ensure that any assistance to be provided to you as set out in Services is provided by personnel appropriately qualified and trained to provide such assistance; and

4 Your Obligations

4.1 You must:

(a) co-operate with Tangelo as Tangelo reasonably requires;

(b) provide the information and documentation that Tangelo reasonably requires;

(d) ensure that your staff and agents cooperate with and assist Tangelo.

4.2 You will not charge for Tangelo's use of the Facilities made available by you.

4.3 If you do not provide the Facilities that Tangelo reasonably requires (and within the time period) to perform the Services, then any additional costs and expenses which are reasonably incurred by Tangelo will be paid by you.

5 No Partnership or Employment Relationship

5.1 Nothing in this agreement constitutes the relationship of:

(a) employer and employee

(b) principal and agent; or

between you and Tangelo or between you and Tangelo's Associates.

5.2 It is the express intention of the Parties that any such relationships are denied.

6 Subcontractors

6.1 Tangelo is permitted to use other persons (Subcontractors) to provide some or all of the Services as reasonably required.

6.2 Tangelo is responsible for the work of any of Tangelo's Subcontractors.

6.3 Subject to clause 6.4, any work undertaken by any of Tangelo's Subcontractors will be undertaken to the same standard as stated in the agreement.

6.4 To the extent that the terms by any contractual agreement with a Subcontractor stipulating a higher standard for any of the Services than the standards set out in this agreement (including as to timing or quality), any Services provided by the relevant Subcontractor will be governed by the terms and conditions of that Subcontractor's contractual agreement.

7 Service Fees

7.1 In consideration of the provision of the Services, you will pay Tangelo the Service Fees.

7.2 Tangelo will provide you with a tax invoice in relation to fees payable under this clause 7 on the following terms:

(a) payment will be made by you to Tangelo within 14 days after receiving Tangelo's tax invoice; and

(b) when making a payment, you must quote relevant reference numbers and the tax invoice number.

7.3 Tangelo is entitled to vary the Daily Rate during the term of this agreement with written notice to you 14 days prior to the change being implemented.

7.4 In addition to the Service Fees, Tangelo is permitted to charge for all costs and expenses incurred in performing the Service for which Tangelo has sought prior approval from you.

7.5 If you do not make a payment by the date stated in a tax invoice or as otherwise provided for in the agreement, Tangelo is entitled to do any or all of the following:

(a) charge interest on the outstanding amount at the rate of 4% above the rate fixed from time to time by the Attorney General under the Penalty Interest Rates Act 1983 (Vic);

(b) require you to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and

8 Procedure for Requests for Changes in Service

8.1 If either party wishes to request any change to the Services, that party shall submit to the other party a Service Request Addendum.

8.2 The party submitting the Service Request Addendum shall describe the change, the rationale for the change and the effect the change will have on the Services and/or the Service Fees.

8.3 If both Parties agree to the change in the Service Request Addendum, the variation will be documented and signed by both Parties.

9 Intellectual Property Rights

9.1 In this clause 9, the following terms have the following meanings:

(a) Contract Materials means all Deliverables created by Tangelo and provided to you under this agreement.

9.2 The parties agree that Tangelo retains all Intellectual Property Rights in the Contract Materials.

9.3 The parties agree that Tangelo owns all Contract Materials with effect from the date of their creation.

9.4 Tangelo grants you a perpetual, irrevocable, non-exclusive, royalty-free licence to use the Intellectual Property Rights in the Contract Materials for any purposes, excluding the commercialisation of the Intellectual Property Rights.

10 Confidentiality

10.1 Tangelo must keep your Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.

10.2 You and Tangelo acknowledge that information resulting from the activities of Tangelo pursuant to this agreement will also be regarded as Confidential Information. Tangelo agrees that Tangelo's obligations in clause 10.1 extend to this category of information.

10.3 Tangelo's obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by:

(a) you, in the case of Confidential Information pertaining to your business; and

(b) your client, in the case of Confidential Information pertaining to the business of any of your clients.

10.4 The Confidential Information does not include information which:

(a) is generally available in the public domain otherwise than as a result of a breach of clause 10.1 by Tangelo; or

(b) was known by Tangelo prior to you disclosing the information to Tangelo.

10.5 The obligations accepted by Tangelo under this clause 10 survive termination or expiry of this agreement.

11 Warranties and Indemnities

11.1 Subject to the provisions of clause 12, you and Tangelo (each an “Indemnifier”) indemnifies the other Party (the “Indemnified Party”) from any damage, loss, liability, cost, charge, expense, outgoing or payment of any kind suffered or incurred by the Indemnified Party caused by:

(a) a material breach of the agreement by the Indemnifier;

(b) negligent act or omission by the Indemnifier;

(d) illness, injury or death to any person, or any loss or damage to any property of any person caused by any act or omission of the Indemnifier;

(e) an act or omission of any third party under the direct control of the Indemnifier; and

(f) an act or omission of the Indemnifier which results in:

i. a breach of any third party’s Intellectual Property Rights;

ii. a breach of any statute, regulation or law concerning the transmission of data across any telecommunications links where applicable to the Services

iii. a breach of any statute, regulation or law concerning privacy including without limitation the Privacy Act 1988 (Cth);

iv. where the Indemnified Party is Tangelo, physical damage to the Equipment and any other equipment located in the Facility; and

v. where the Indemnified Party is you, physical damage to your equipment located at Tangelo’s or your premises.

11.2 The Parties warrant to each other that:

(a) they have full capacity to enter into this agreement;

(b) entry into this agreement does not, or will not, cause it to be in breach of any third-party agreement;

(d) you are not involved in, or aware of, any dispute or current or threatened proceedings or arbitration relating to you or any business rendered by you;

(e) there is nothing in relation to you which would adversely affect the business or reputation of Tangelo;

(f) they have all necessary licences and consents to enter into and to perform the Services; and

(g) they will at all times comply with the requirements of the Privacy Act 1988 (Cth).

11.3 The warranties do not merge on the execution of any Service Proposal.

11.4 Either party is liable to the others for damages for any breach of the warranties whether the breach is discovered before or after termination of the agreement.

11.5 Tangelo covenants that:

(a) Tangelo is solely responsible for the payment to Tangelo's employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled as Tangelo's employees or agents; and

(b) Tangelo must otherwise comply with legislation applicable to Tangelo's employees and agents.

11.6 Tangelo provides no warranty that any result or objective can or will be achieved or attained at all or by a given completion date or any other date, whether stated in this agreement, or elsewhere.

11.7 The obligations accepted by Tangelo and you under this clause 11 survive termination or expiry of this agreement.

12 Limitations of Liability

12.1 For the avoidance of doubt, subject to any express warranties in this agreement and any implied by law which cannot be excluded by agreement, all warranties by Tangelo with respect to the provision of the Services are hereby expressly excluded.

12.2 If a warranty or condition is implied by the Competition and Consumer Act 2010 (Cth) or other relevant legislation which may not be excluded, then Tangelo’s liability for any breach of such an implied warranty is limited solely to the resupply of the relevant Service or the payment you of the cost of having the Service provided again (at Tangelo’s option).

12.3 If circumstances where Tangelo is required to indemnify you or you are entitled to claim damages from Tangelo, then Tangelo’s liability for the aggregate of all such claims (regardless of the basis on which you are entitled to claim from Tangelo including, without limitation, negligence) is limited to the Service Fees received by Tangelo in the twelve (12) month period preceding the event giving rise to the cause of action (or the Service Fees which would be payable during the first 12 months if this period has not yet expired).

12.4 To the extent permitted by law, and notwithstanding any other provisions of this agreement, in no event will Tangelo be liable for any Consequential Loss.

12.5 Tangelo will not be held liable if Tangelo cannot perform the Services because of a delay or failure by:

(a) You in performing any of your obligations under the agreement, or the inaccuracy or incompleteness of your information or data provided to Tangelo; or

(b) due to the failure by a third party of any software or materials required to provide the Services; or

(c) where a system becomes unavailable to you due to a fault occurring in you communication network or other such causes beyond the control of Tangelo.

13 Regulatory Events

13.1 If at any time a Regulatory Event occurs or is likely to occur which adversely affects or may adversely affect the rights of Tangelo or the ability of Tangelo to perform its obligations under this agreement, Tangelo may request that the Parties enter into good faith negotiations, as soon as practicable, to amend or vary this agreement to the extent necessary or appropriate to address Tangelo’s reasonable concerns regarding such Regulatory Event.

13.2 For the avoidance of doubt, Tangelo may seek to renegotiate the Service Fees to address the changed costs to Tangelo for providing the Services after the implementation of the Regulatory Event.

13.3 If the Parties are unable to reach agreement under clause 13.1 and 13.2 in what either party considers to be a reasonable period of time and being not less than thirty (30) days, the matter will be dealt with under clause 15.

14 Non-solicitation

14.1 For the purpose of clause 14, the following definitions apply:

(a) Capacity means any capacity whatsoever including (without limitation) as a director, sole trader, partner, principal, trustee, shareholder, unit holder, beneficiary, joint venturer, consultant, contractor, employee, agent or adviser;

(b) Engagement Fee means 25% of the total remuneration package offered to the person employed, engaged or hired by you in any Capacity.

i. two (2) years after the termination or expiry of the delivery of Services; and

ii. one (1) year after the termination or expiry of the delivery of Services.

14.2 In consideration of Tangelo agreeing to enter into this agreement and providing the Services to you, you covenant and agree that at all times while you are receiving Services, and during the Restraint Period, you will not in any Capacity whether for yourself or any other party:

(a) cause, influence, entice or induce (or attempt to cause, influence, entice or induce) any of Tangelo’s or its Associates’: employees, agents, contractors or Subcontractors to cease employment or engagement with Tangelo or its Associates or otherwise entice them away from the customers of them; or

(b) employ, engage or hire, or attempt to employ, engage or hire any of Tangelo’s or its Associates’ employees, agents, contractors or Subcontractors.

14.3 Any employment, engagement or hiring by you in any Capacity of any of Tangelo’s or its Associates’ employees, agents, contractors or Subcontractors (referred to in clause 14.2(b)), regardless of duration or terms, constitutes an agreement by you to pay Tangelo the Engagement Fee within 30 days of demand.

14.4 The rights under clause 14.3 are not the sole remedy of Tangelo in relation to a breach of clause 14.2(b) and Tangelo retains its rights to any other remedy or damages to which it is entitled under this agreement or at law.

14.5 The covenants contained in this clause shall be regarded as separate, distinct and severable so that the unenforceability of any restraint in respect of any one or more of such covenants shall in no way affect the enforceability of the restraints in respect of any other covenant.

15 Dispute Resolution

15.1 Any party (’Initiating Party’) claiming that a dispute has arisen must give the other party (’Recipient Party’) a Notice setting out the details of the dispute (‘Dispute Notice’).

15.2 During the period of thirty (30) days after a Dispute Notice is given (or longer period if the Parties agree in writing) each party must use reasonable endeavours to resolve the dispute or difference.

15.3 If the Parties cannot resolve their differences within that period they must submit the matter to a mediator, if one of them requests, in accordance with and subject to, the Institute of Arbitrators & Mediators Australia (“IAMA”) Mediation Rules. The costs of the mediator and any advisers shall be borne by one or both of the Parties as determined in the discretion of the mediator taking into account the mediator's decision in the dispute.

15.4 Subject to clause 15.5, neither party may commence legal proceedings in a Court of Law without first complying with the provisions of clauses 15.1 and 15.3.

15.5 Nothing in these Terms and Conditions shall prevent a party from seeking urgent interlocutory relief. However, after such interlocutory relief has been sought or obtained the party must follow the procedures in this clause prior to commencing further legal proceedings.

16 Termination

16.1 If a Service Term commitment applies, you cannot terminate these Terms and Conditions during that period.

16.2 Either Party may terminate this agreement by notice in writing to the other if the Party notified:

(a) fails to observe any term of this agreement; and

(b) fails to rectify this breach, to the satisfaction of the notifying Party, following the expiration of 14 days’ notice of the breach being given in writing by the notifying Party to the other Party.

16.3 Either Party may terminate this agreement upon the happening of any of the following events:

(a) Subject to clause 16.1, the giving of at least 1 week’s written notice by one Party to the other Party of the intention to terminate this agreement;

(b) if you enter into a deed of arrangement or an order is made for it to be wound up;

(c) if an administrator, receiver or receiver/manager or a liquidator is appointed to you pursuant to the Corporations Act; or

(d) if you would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act.

16.4 You may, at your discretion, pay to Tangelo the equivalent amount of the fees payable by you to Tangelo during the notice period in lieu of any notice period relating to termination of this agreement under paragraph 16.2(a).

16.5 Upon termination of this agreement any fees, expenses or reimbursements payable by you to Tangelo in respect of any period prior to the Termination Date must be paid by you within 7 days after the Termination Date.

17 Payments Following Termination

17.1 Tangelo may retain any Service Fees paid by you for work performed to the date of termination of this agreement, and you remain liable for payment of all Service Fees and any other fees or charges in connection with Services rendered prior to the date of termination.

17.2 If this agreement is terminated under this clause 17 by Tangelo, you shall be liable for:

(a) any unpaid Service Fees;

(b) any Incurred Costs; and

(c) any other costs or expenses incurred by Tangelo in connection with this agreement which continue beyond the termination date, such as costs associated with telecommunications links, the supply of software or hardware or other like costs or expenses.

18 Breach and Extension

18.1 In the event that any failure by you to perform any of your obligations under the agreement results in a delay:

(a) you must grant Tangelo a reasonable extension, when considering the effects of your non-performance; and

(b) Tangelo reserves the right to charge you an amount equivalent to its reasonable losses due to the delay.

18.2 Where you are in breach of any part of this agreement and continue to be in breach 14 days after receiving notice in writing from Tangelo, Tangelo may withhold the Services until such breach is remedied and all relevant dates shall be extended by the same number of days that you have caused the delay.

19 GST

19.1 In this clause the words used have the same meaning as in the GST Act unless the context otherwise requires.

19.2 The consideration specified in this agreement does not include any amount for GST. If a supply under this agreement is subject to GST, the recipient must pay to the supplier an additional amount equal to the fees payable multiplied by the applicable GST rate. The additional amount is payable at the same time as the consideration for the supply is payable or is to be provided. However, the additional amount need not be paid until the supplier gives the recipient a tax invoice. If the additional amount differs from the amount of GST payable by the supplier, the Parties must adjust the additional amount.

19.3 If a party is entitled to be reimbursed or indemnified under this agreement, the amount to be reimbursed or indemnified does not include any amount for GST for which the party is entitled to an input tax credit.

19.4 If any new tax, duty, impost or levy is introduced by the Government excluding (income tax changes) the Service Fees shall be adjusted by an amount equal to the amount of the new tax, duty, impost or levy.

20 Amendments

20.1 Tangelo may amend these Terms and Conditions from time to time. Tangelo will provide you with reasonable notice where we intend to amend or update these Terms and Conditions and it is recommended that you read these updated Terms and Conditions carefully each time you agree to them. Amendments will be effective immediately upon reasonable notification to you. Your continued use of Service following such notification will represent an agreement by you to be bound by the Terms and Conditions as amended.

21 General

21.1 Force Majeure Event

(a) Neither Party has any liability under or may be deemed to be in breach of this agreement for any delays or failures in performance of this agreement (excluding any obligation to pay money) which result from a party Force Majeure Event.

(b) The Party affected, or likely to be affected, by a Force Majeure Event must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

(c) If such circumstances continue for a continuous period of more than 3 months, either Party may terminate this agreement by written notice to the other Party.

21.2 Assignment

(a) Subject to paragraph 21.10(b), neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without the prior written agreement of the other Party.

(b) A Party may assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this agreement.

21.3 Entire agreement

(a) This agreement contains the whole agreement between the Parties in respect of the subject matter of the agreement.

(b) The Parties confirm that they have not entered into this agreement on the basis of any representation that is not expressly incorporated into this agreement.

21.4 Waiver

(a) No failure or delay by the Tangelo in exercising any right, power or privilege under this agreement will impair the same or operate as a waiver of the same nor may any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.

(b) The rights and remedies provided in this agreement are cumulative and not exclusive of any rights and remedies provided by law.

21.5 Further assurance

Each Party to this agreement must, at the request and expense of the other, do all things reasonably necessary to carry out the provisions of this agreement or to make it easier to enforce.

21.6 Severance

If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement and will not in any way affect any other circumstances of or the validity or enforcement of this agreement.

21.7 Notices

A notice or other communication connected with this agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in this agreement or sent by email to the email of the addressee.

21.8 Work, health and safety

Tangelo must comply with all relevant work, health, safety and welfare standards and regulations determined by you or as prescribed by legislation.

21.9 Law and jurisdiction

This agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in Victoria, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Victoria.

22 Definitions and Interpretation

22.1 In this agreement, except where the contrary intention is expressed, the following terms (in both singular and plural forms) will have the respective meanings assigned to them:

Associate of a person means the person's Related Body Corporate and each of the following of the person and of the person's related bodies corporate: it’s officers, shareholders, employees, contractors and agents from time to time.

Business Day means a day that is not a Saturday, Sunday or a public holiday in the State in which the Services are to be performed.

Business Hours are the hours between 9am and 5pm Monday to Friday, local time in the State in which the Services are to be performed.

Confidential Information means information that relates to the disclosing party’s business operations, financial condition, products, services or technical knowledge, except as otherwise specifically agreed in writing by the Parties. For the avoidance of doubt Confidential Information includes;

(a) all information of a party marked confidential, restricted, proprietary or with a similar designation or which because of its nature ordinarily would be treated as confidential information;

(b) trade secrets, know how, scientific and technical information;

(d) the terms and conditions of these Terms and Conditions , and all correspondence, information and other materials disclosed during negotiations;

(e) in the case of Tangelo, Confidential Information includes information regarding Tangelo's business, plans and operations, software, tools and methodologies in respect of which Intellectual Property rights are owned by or licensed to Tangelo;

(f) your Confidential Information includes information regarding your business, plans and operations, sales, products, pricing and performance;

(g) any information acquired by you during any period of access to the Facility in relation the Facility, any dealings between Tangelo and other persons, any information about the equipment and or Confidential Information of other persons engaged by Tangelo; and

(h) any other information which a party notifies to the other party as Confidential.

Consequential Loss means loss or damage arising from a breach of this agreement, in tort (including negligence), under statute or any other basis in law or equity including, but without limitation, the following:

(a) loss of profits;

(b) loss of revenue;

(d) loss or denial of opportunity;

(e) loss of access to markets;

(f) loss of goodwill;

(g) loss of business reputation, future reputation or publicity;

(h) damage to credit rating;

(i) loss of use;

(j) loss of data; and

(k) indirect, remote or abnormal loss; or

any similar loss whether or not in the reasonable contemplation of the Parties at the time of execution of the contract.

Daily Rate means the flat rate of $2,200 plus GST charged per Extra Day or part thereof.

Day means a Business Day during Business Hours.

Deliverable means a tangible or intangible object produced as part as the delivery of the Services that is intended to be delivered to you (example: a report, a document, a compliance review or any other building block of an overall Service).

Dispute Notice is a notice setting out details of the dispute arisen under these Terms and Conditions provided by either party in accordance with clause 15.

Facility means Tangelo’s location(s) from which the Services will be provided.

Force Majeure Event means:

(a) acts of God (including fires, floods and earthquakes) which are outside of the reasonable control of the party relying on the event;

(b) acts of war, terrorism (excluding acts or omissions of Associates of the party relying on the event) riots, civil disorders or rebellions or revolutions in Australia;

(c) the declaration of a pandemic or epidemic in Australia causing a material disruption in the manner or quality of the Services;

(d) disruption of any facilities, systems, software or equipment caused by the impact of an aircraft or a vehicle, including a bus, truck or forklift truck, which aircraft or vehicle is operated by a third party; and

(e) strikes, lockouts or labour difficulties not caused by the party of its related body corporate.

GST means the goods and services tax prescribed under the GST Act or any replacement or subsequent similar tax.

GST Act means for the purpose of any supplies made in Australia, A New Tax System (Goods and Services) Act 1999 (Cth).

Incurred Costs means any costs that Tangelo has incurred in anticipation of performing the Services.

Intellectual Property, both pre-existing this agreement and developed during the period the Services are provided, means:

(a) all products and services currently produced, manufactured, marketed, licensed, sold or distributed by Tangelo under this contract;

(b) all products and services currently under development that Tangelo under the Services intends to make commercially available to you as part of the Services or otherwise;

(c) inventions, whether or not patentable, whether or not reduced to practice or whether or not yet made the subject of a pending patent application or applications;

(d) ideas and conceptions of potentially patentable subject matter, including, without limitation, any patent disclosures, whether or not reduced to practice and whether or not yet made the subject of a pending Patent application or applications;

(e) trade secrets and confidential, technical or business information (including ideas, formulas, compositions, designs, inventions, and conceptions of inventions whether patentable or un-patentable and whether or not reduced to practice);

(f) technology (including know-how), manufacturing and production processes and techniques, methodologies, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and your and Tangelo’s lists and information; and

(g) Confidential Information.

Intellectual Property Rights means all rights arising from Intellectual Property including copyright (including future copyright) and neighbouring rights (including Moral Rights), all rights in relation to inventions (including patents), registered and unregistered trade marks, business names, domain names, registered and unregistered designs, circuit layouts and Confidential Information, and all other rights resulting from intellectual activity in in any fields anywhere in the world whether or not such rights are registered or capable of being registered.

Parties or Party means the parties or party to the Service Proposal.

Regulatory Event means any legal or regulatory change imposed by a government or industry body which affects the provision of the Services in any way, or the rights or obligations of Tangelo under this agreement.

Related Body Corporate has the meaning given to the term 'related body corporate' in section 9 the Corporations Act.

Services means the relevant service package described in the Service Proposal which is nominated by you as your chosen service package in the Service Proposal.

Service Fees has the meaning given to that term in the Service Proposal.

Service Proposal is the document which sets out (amongst other things) the details of the parties, the Services to be performed by Tangelo.

Service Term has the meaning given to it in the Service Proposal.

Service Request Addendum is a documented request for a change in Services (add, change or delete Services) relating to the Services being provided under the Agreement.

Tangelo means Tangelo Advice Consulting Pty Ltd (ACN 651 439 753) ATF Tangelo Advice Consulting Unit Trust (ABN 23 424 427 157).

Terms and Conditions means these terms and conditions which govern the Parties’ agreement to provide and receive Services.

‘we’ or ‘us’ means Tangelo.

‘you’ or ‘your’ means any person or entity purchasing the Services and who has signed the Service Proposal.

22.2 In this agreement:

(a) a reference to legislation or to a legislative provision includes all regulations, orders, proclamations, notices or other requirements under that legislation or legislative provision. It also includes any amendments, modifications or re-enactments of that legislation or legislative provision and any legislation or legislative provision substituted for, and any statutory instrument issued under, that legislation or legislative provision;

(b) any term defined in this agreement of the names and descriptions of the Parties has the meaning there defined;

(d) words denoting individuals or persons include bodies corporate and trusts and vice versa;

(e) headings are for convenience only and will not affect interpretation;

(f) reference to a clause, paragraph, table, schedule or appendix is a reference to a clause, paragraph, table, schedule or appendix of this agreement;

(g) words denoting any gender include all genders;

(h) reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;

(i) a reference to any deed, agreement, licence, document or other instrument (including this agreement) includes a reference to that deed, agreement, licence, document or other instrument as renewed, extended, noted, varied or substituted from time to time;

(j) a reference to any party to this agreement or to any other deed, agreement, licence, document or other instrument required under this agreement or for the purposes of this agreement includes that party’s executors, administrators, substitutes, successors and permitted assigns; and

(k) where under or pursuant to this agreement or anything done under this Agreement the day on or by which any act, matter or thing is to be done is not a Business Day such act, matter or thing must be done on the immediately succeeding Business Day.

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