- These Terms, as amended or replaced from time to time, apply to any Services supplied or to be supplied by the Consultant 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 or accepts a Proposal or pays any deposit or any other monies in relation to a Proposal or Order.
- The Consultant 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 Consultant will, at is sole discretion, issue a Proposal to the Client following a written request by the Client for a particular Services.
- A Proposal or other indication of a price issued by the Consultant 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 30 days from the date of issue.
- The Consultant 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 Consultant shall not be liable for any errors or omissions in a Proposal.
- Proposals may only be accepted by a Client in their entirety.
The Consultant makes no representation or warranty as to the suitability of the Services for the Client’s purposes, including the Project. 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 and payment of the 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 Consultant in writing.
- All drawings, descriptive matter and/or specification issued by the Consultant and any descriptions or instructions contained on Consultant’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 Consultant shall provide the Services subject to these Terms.
The Consultant 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 Consultant clear instructions in relation to the Services and respond to any questions the Consultant has promptly and clearly;
- provide any information or documents necessary for the Consultant to perform the Services (including but not limited to any documents listed in the Proposal as to be supplied by the Client); and
- respond in a timely manner if the Consultant brings an issue to the Client’s attention that affects the Services.
3.4 Service Limitations
The Consultant 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 Consultant does not warrant or guarantee that the Services will be uninterrupted or error-free, and the Consultant does not take any responsibility for delays to 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.
- inability to access to any premises pursuant to clause 3.6; or
- any Force Majeure Event.
3.5 Out-of-Scope Services
The Consultant may at its discretion, upon written request by the Client, provide Out-of-Scope Services. Unless stated elsewhere, the Consultant will charge rates as determined at the Consultant’s discretion for any Out-of-Scope Services it provides.
- The Client must, if relevant and if required by the Consultant, provide the Consultant with unrestricted physical access to any premises where the Design component of the Services is to be implemented, for the purposes of research and development.
- Where the Client fails to provide the Consultant’s required level of physical access to Premises, any timeframes binding on the Consultant shall be suspended at the option of the Consultant until such time as the Consultant is granted sufficient access to carry out the research and development functions necessary for the proper performance of the Services.
4.1 Invoices and Time for Payment
- The Consultant 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:
(i) in full before delivery;
(ii) in instalments; or
(iii) 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 Consultant by their due date, the Consultant reserves the right to: (i) halt any further delivery of Services until such time as the outstanding payment is made; and (ii) 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 Consultant is under no obligation to supply any Services until the relevant amount is paid to the Consultant.
- Payment must be made in a manner approved by the Consultant. Where payment is made by credit card, the Consultant may charge a credit card surcharge.
4.2 Usual Payment Terms
Unless otherwise stipulated in the Proposal or otherwise agreed in writing, the Consultant will invoice the Client as follows:
- 80% of the total Fees as the Deposit; and
- the remaining 20% upon completion of the Services, immediately prior to the release of any Deliverables.
4.3 Cancellation Fees
Where the Client has accepted a Proposal and paid the Deposit and informs the Consultant that the Client wishes to cancel the Order afterwards, the Consultant reserves the right, at the Consultant’s absolute discretion and without any liability to the Consultant, to:
- keep all of the Deposit as compensation for the Consultant’s time and material expenditure to that juncture; and
- to invoice the Client for any expenses incurred by the Consultant for the 72-hour period following the cancellation, including (but not limited to) wages, equipment hire and licenses.
- The Client must reimburse the Consultant for all reasonable out-of-pocket expenses it directly incurs in the course of providing the Services.
- If requested by the Client, the Consultant will produce documentation to substantiate the amount of the out-of-pocket expenses for which reimbursement is claimed and the reason the expenses were incurred.
- Where the Consultant is required to purchase materials necessary for the construction, creation, or formation of a Designed object or structure, it is agreed that the Client shall pay the Consultant upon the presentation of a tax invoice for such materials.
4.5 Failure to Pay
If the Client fails to pay the Consultant any amount under these Terms by the due date for payment, the Consultant 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: (i)the Consultant will be entitled to charge the Client for any GST payable by the Consultant in respect of the taxable supply;
- The price of all Services is exclusive of GST unless expressly stated to be inclusive of GST.
(ii)the Client must pay the Consultant the amount of the GST at the same time as the relevant charge applicable to the supply becomes payable under the Order; and
(iii)the Consultant must provide a valid tax invoice or adjustment note to the Client in respect of the taxable supply.
The Client is responsible for paying all government charges or duties of any kind incurred in or in connection with the Consultant’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 Consultant 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:
(i) complete the Credit Account request form attached to the initial Proposal;
(ii) provide the Consultant with any evidence the Consultant requests which may demonstrate that the Client is able to satisfy its payment obligations to the Consultant at all times; and
(iii) comply with the terms listed on that request form and this clause 5.
- Prior to providing the Client access to a Credit Account, the Consultant reserves the right to:
(i) check the Client’s credit history with institutions of the Consultant’s choosing;
(ii) enquire with the Client about confidential business matters such as cash flow, expenses and projected revenue; and
(iii) take all other actions the Consultant deems reasonably necessary to satisfy itself that the Client will discharge its payment obligations under these Terms.
- The Consultant may refuse to execute, suspend or terminate these Terms or any Services at its complete discretion where the Client fails to comply with the Consultant’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 Consultant for a Credit Account.
- The Consultant reserves the right to suspend the provision of Services on credit and may (in The Consultant’s discretion) suspend/terminate the Credit Agreement and/or Credit Account entirely if:
(i) the Client breaches any term of these Terms;
(ii) the Client breaches any term of the Credit Agreement;
(iii) the Client does not make payments on its Credit Account within the period stipulated; or
(iv) the Client exceeds the credit limit.
- The Client expressly releases and discharges the Consultant 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 Consultant’s discretion, and that the Client has no inherent or continuing right to such a privilege. The Client agrees that the Consultant may revoke its Credit Account at any time without the need for prior notice to the Client.
- The Consultant 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 Consultant 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 Consultant may charge interest and other fees on the Credit Account, fees for which will initially be set out in the relevant Credit Agreement. The Consultant may update these fees at any time and will notify the Client of changes in relation to same within a commercially reasonable timeframe.
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 Consultant:
(i) excludes from these Terms all guarantees, conditions and warranties that might but for this clause be implied into these Terms;
(ii) excludes all liability to the Client for any Claim suffered or incurred directly or indirectly by the Client in connection with these Terms, whether that liability arises under common law, equity or under statute; and
(iii) will not, under any circumstances, be liable to the Client for any Consequential Loss.
- If the Consultant’s liability under these Terms cannot be lawfully excluded, to the maximum extent permitted by law, the Consultant’s liability for breach of any Non-Excludable Condition is limited to (at the Consultant’s option) the supplying of the Services again, or the payment of the cost of having the Services supplied again.
6.2 Services do not include construction or building advice
- The Client acknowledges and agrees that the Services do not include a method or principle of construction of any item.
- Without limiting clause 6.1(c), to the maximum extent permitted by law, the Consultant excludes all liability to the Client for any Claim arising from, or in relation to, any materials, construction or other physical creation based in whole or in part on the Services and Deliverables.
7.1 Scope of indemnity
To the extent permitted by law, the Client releases and indemnifies the Consultant and its Representatives against all liability arising from Claims:
- By a third party arising directly or indirectly from the Client’s use of the Services or Deliverables;
- for any personal injury or death arising directly or indirectly out of the Client’s conduct;
- for any damage to property arising directly or indirectly out of the Client’s conduct;
- for any negligent or unlawful act or omission by the Client or its Representatives in connection with the Services or Deliverables;
- for any breach of these Terms by the Client or its Representatives;
- related to the Consultant or a third party’s reliance on an incorrect, incomplete or misleading representation made by the Client or its Representatives;
- related to any agreement in force between the Client and a third party connected with the Services or Deliverables;
- for libel, slander, defamation, disparagement or false, misleading or deceptive conduct by the Client or its Representatives; or
- arising from the Consultant being required under the Privacy Act 1988 (Cth) or any other privacy law to correct any data, respond to any complaint, or address any other matter raised by a person.
7.2 Conditions of indemnity
- The Consultant 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 Consultant may be entitled. Nothing in the indemnities in these Terms will be construed so as to prevent the Consultant from claiming damages in relation to the Client’s breach of any term 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.
8. Intellectual Property
8.1 Ownership of Intellectual Property
- Unless otherwise agreed, each party retains ownership of all Intellectual Property rights in material owned or created by that party independently of these Terms. None of that Intellectual Property is assigned or transferred by way of these Terms.
- The parties agree that all Intellectual Property rights in Services, Proposals, Deliverables, and any other material, designs methods or content developed by the Consultant pursuant to any Order, including modifications, improvements and enhancements (Work IP), will vest in and are owned by the Consultant upon creation, even if based on the Client’s request or feedback.
8.2 Client is licenced to Use Deliverables for Project
- The Consultant grants the Client and its Representatives a royalty-free, non-exclusive, perpetual licence to use and reproduce the Deliverables for the purposes of the Project only.
- The licence in clause 8.2 shall automatically terminate if the Client is in default pursuant to clause 9.1.
8.3 Client’s Use of Intellectual Property
Subject to the licence in clause 8.2, the Client must not, and must procure that its Representatives do not, without the prior written consent of the Consultant:
- 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 the Client’s business without the Consultant’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 specifications 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.
8.4 Consultant is licenced to use Client IP for Services
The Client grants the Consultant 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 the Deliverables.
8.5 Consultant’s promotional rights
- The Consultant may take photographs or record video of the finished, or in progress, results of the constructed, created or otherwise executed Design components of the Services (Recordings).
- The Consultant may promote its services and portfolio by issuing press releases, social media (including but not limited to Instagram, Twitter and Facebook), design awards or competitions, and other forms of self-promotion. The Client agrees that when engaging in such promotional activities, the Consultant may disclose the relationship between the parties and the nature of the Services performed, and use and publish any part of the Recordings, Client IP, and Work IP.
- The Client must provide reasonable physical access to the Consultant to any premises where the Design component of the Services are implemented, for the purposes of creating the Recordings.
9. Default & Termination
The Client will be in default if the Client:
- fails to pay any amount to the Consultant by its due date;
- provides the Consultant information which it knows or has reasonable grounds to suspect is false, incomplete or misleading;
- undergoes an Insolvency Event; or
- breaches any provision of these Terms and fails to remedy that breach within 10 Business Days.
9.2 Consequences of Default
If the Client is in default, then subject to any law (including requirements as to notice), the Consultant may, without limiting its other rights:
- demand immediate payment of all moneys owed by the Client to the Consultant 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.
9.3 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.
10. The Consultant’s set-off rights
- The Consultant, after having demanded payment of any amount overdue in accordance with clause 9.2, may apply any payment paid by the Client, against:
(i) the Consultant’s costs and disbursements in recovering the amount due;
(ii) any interest accrued; or
(iii) the amount overdue.
- The Consultant may at any time set off any amount the Client owes to the Consultant against any amount the Consultant may then owe to the Client.
11. Force Majeure
The Consultant shall have no liability to the Client 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 a Force Majeure Event.
- The Consultant may use subcontractors to deliver the Services.
- To the extent permitted by law, the Client agrees to continually indemnify and hold harmless the Consultant 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 Consultant 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 consultant engaged by the Consultant, a debt collector, credit reporting agency and/or any other individual or organisation which maintains credit references and/or default listings.
- The Consultant 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.
15.2 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.
15.5 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.
15.7 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.
15.8 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.
15.9 Amendments in Writing
These Terms may only be amended in writing by the Consultant.
- The Client cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the Consultant.
- The Consultant 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 Consultant requires, the Client will sign any documents to give effect to an assignment, novation or transfer by the Consultant under this clause 15.10.
16. 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:
(i) ascertained or unascertained;
(ii) immediate, future or contingent; or
(iii) subject of a dispute, litigation, arbitration, mediation, conciliation or administrative proceedings.
- Client means the 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:
(i) the Client or the Client’s customers;
(ii) personnel, policies, practices, clientele or business strategies of the Consultant; and
(iii) Intellectual Property Rights of a party;
(iv) but does not include information:
(A) already rightfully known to the receiving party at the time of disclosure by the other party; or
(B) 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.
- Consultant means Alexa Nice Interior Design Pty Ltd ACN 160 964 312.
- Credit Account means an account with the Consultant in which the Consultant allows the Client to accrue debt to the Consultant for Services rendered under these Terms without the need for immediate payment of those debts.
- 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.
- Deliverables means any documents, information, material or Designs supplied by the Consultant to the Client as a part of the Services.
- Deposit means the amount specified in the Proposal.
- Design means the conceptual and artistic basis for the creation of, without limitation, a product, structure, system, vision, aesthetic interface or component with intention.
- Fee means the Consultant’s fees for performing the Services, as specified in the Proposal.
- Force Majeure 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 the Consultant’s normal suppliers to supply necessary products or materials or any other matter beyond the Consultant’s control.
- 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:
(i) 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;
(ii) enters into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors; (iii) fails to comply with a statutory demand; or
(iv) 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 Consultant to perform.
- Order means a contract between the Consultant and the Client for the provision of Services, incorporating a Proposal and these Terms.
- 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 Consultant to the Client.
- 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.
- Project means the project in respect of which the Services will be performed, as specified in a Proposal.
- Proposal means a proposal for the provision of Services by the Consultant 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, consultant, contractor, sub-contractor, Related Body Corporate, or other related entity of a person.
(aa)Services means the services specified in the Proposal.
(bb)Terms means these terms and conditions.
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.