Last updated: February 2020

  1. DEFINITIONS

In these ‘General Terms and Conditions of Supply’ the following definitions apply:

Services means any consulting and other services supplied by Centre for Leadership Advantage to the Client as set out in the applicable Proposal, and may include related online systems.

Agreed Price means the price agreed by the parties for the delivery of Services.

Project means a Project described in the applicable Proposal which may consist of certain Services.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general banking business in Melbourne.

Confidential Information means the confidential information of a party which by its nature is confidential, or which relates to the subject matter of a Project, and includes:

(a)    Information relating to a party’s personnel, policies or business strategies;

(b)    Information relating to a party or a party’s clientele; and

(c)    Information relating to the provisions of these General Terms and Conditions of Supply.

Credit-Related Information means credit information, credit eligibility information, credit reporting information and CRB derived information, as those terms are defined in the Privacy Act.

Client means any person or company to whom Centre for Leadership Advantage supplies Services or offers to supply Services (as the case may be) in accordance with these General Terms and Conditions of Supply and includes that person’s or company’s successors and permitted assigns.

Force Majeure Event means any occurrence or omission as a direct or indirect result of which the party relying on it is prevented from or delayed in performing any of its obligations (other than a payment obligation) in connection with a Project and that is beyond the reasonable control of that party, including (without limitation) forces of nature, data communication delays or computer software error or any similar event, a failure in electricity, fuel or gas supplies, industrial action or shortages, civil disobedience or war, and action or inaction by a government agency.

General Terms and Conditions of Supply means the terms and conditions set out in this agreement.

GST means the goods and services tax as provided for by the GST Law.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Law means the GST Act and any associated legislation including without limitation delegated legislation.

CLA means Centre for Leadership Advantage Pty Ltd ABN 34 654 969 989 and includes Centre for Leadership Advantage’s successors and permitted assigns.

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity anywhere in the world in or in relation to any copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, scientific, literary or artistic fields.

Data Property Rights means all primary data or metadata collected from persons or groups of persons in the form of test item responses.

Materials mean any materials (including but not limited to documents, models, reports, presentations, instruments and software, either electronic or hard copy) that are developed by CLA in connection with a Project.

Personal Information has the meaning given to the term “personal information” by the Privacy Act.  Without limiting the foregoing, “Personal Information” may include (but is not limited to) individuals’ names, addresses, telephone and facsimile numbers, account identification numbers and passwords, credit and debit card numbers, resume and curriculum vitae information, mobile device photographs, contact details and other information, whether such information or opinion is true or recorded in a material form or not.

Privacy Act means the Privacy Act 1988 (Cth), as amended from time to time.

Proposal means a written project proposal prepared by CLA for the Client which describes the Project and Services which CLA  proposes to provide to the Client.

Restraint Period means 6 months from the date that CLA  ceases to provide Services to the Client.

 

  1. GENERAL

2.1 These General Terms and Conditions of Supply apply to all assessment reports, projects, offers and tenders issued by CLA and all agreements between CLA and its Clients.

2.2 These General Terms and Conditions of Supply in conjunction with the Proposal and any attachments, together constitute the entire agreement between CLA and the Client superseding all prior communications, negotiations, arrangements and agreement between the parties regarding the same subject matter.  In the case of inconsistency between these documents, these General Terms and Conditions of Supply will take priority.

2.3 By instructing CLA after receipt of a Proposal or by continuing to accept Services following receipt of these General Terms and Conditions of Supply, an amendment, variation or addition to any Proposal including those envisaged under clause 7, the Client will be taken to have accepted these General Terms and Conditions.

2.4 These General Terms and Conditions of Supply shall apply to all Services performed by CLA prior to the date that the Client accepted or is deemed to have accepted these General Terms and Conditions of supply, relating to the Proposal.

 

  1. SERVICE REQUESTS

3.1 If a Client wishes to engage CLA to provide Services in accordance with these General Terms and Conditions of Supply, a Proposal must be executed by the parties in respect of the Product and Delivery Services required by the Client.

3.2 CLA is under no obligation to provide Services to the Client unless and until an acceptance of proposal or services delivery agreement has been executed.

 

  1. ACCESS TO RESOURCES

4.1 At CLA’s request, the Client must:

(a)   provide all information and documentation reasonably required by CLA  to enable it to provide Services to the Client and complete the Project;

(b)   provide a safe and secure workspace at the Client’s premises and other reasonably necessary resources and facilities to enable CLA  to provide Services to the Client and complete the Project; and

(c)   allow CLA to utilise the Client’s employees and representatives as reasonably required by CLA in connection with the provision of Services to the Client.

4.2 The Client acknowledges that any Proposal prepared by CLA  will be based at least in part on the information and documentation provided by the Client in accordance with clause 4.1(a) above.

4.3 It is the Client’s responsibility to ensure that any information or documentation provided to CLA  is accurate and complete, and is the most appropriate information or documentation to satisfy the purpose of CLA’s request.  The Client understands that Proposals prepared by CLA on the basis of inaccurate and incomplete information may not adequately address the Client’s requirements.

4.4 Without limiting clause 4.3, it is the Client’s responsibility to ensure that any resources or facilities reasonably required by CLA are fit for the purpose for which they are required by CLA.

 

  1. PERSONNEL

CHANGES TO PRODUCT AND SERVICE DELIVERY

5.1 CLA may change the composition of the delivery team provided to the Client in its complete discretion provided that any such change does not diminish the quality of the Services to be performed by CLA.

5.2 A change to the Client’s delivery team can also be effected at the Client’s reasonable request in consultation with CLA.

NO SOLICITATION

5.3 During the term of a Project and thereafter for the Restraint Period, neither party may (and each party must ensure that its related bodies corporate do not) employ, solicit for employment or procure the inducement, solicitation, engagement or employment of, either directly or indirectly, any person who is an officer, employee or contractor of the other party without the prior written consent of that party. However, nothing herein shall prohibit either party or any of its affiliates from employing an employee of the other party who responds to a public employment advertisement or who otherwise applies for employment directly, without solicitation or inducement by the hiring party or its affiliates.

5.4 Clause 5.3 survives the termination or expiry of these General Terms and Conditions of Supply.

 

  1. CHARGES AND PAYMENT TERMS

6.1 Subject to clause 7.2, the charges payable in connection with Services relating to a Project will be set out in  the xxxrelevant Proposal.

6.2 Payment terms: Invoices are payable in 14 days from the date of the invoice and will be rendered according to the following schedule but will be listed in the Proposal accordingly:

50% on acceptance of the Proposal

50% on project completion as defined in the Proposal;

Coaching Proposals

100% on acceptance of the Proposal;

Selection Assessment Proposals

100% on generation of computer-generated report, subject to clause 10.

E-Learning

100% on booking, subject to clause 10.

6.3 Out of pocket expenses or expenses related to a Project such as consultant travel, meals, lodging, report preparation and printing, graphics, clerical overtime, express mail postage/couriers, are in addition to the charges payable in connection with a Project, and will be billed at cost or standard hour labour rates. Where charging at cost, that cost shall be exclusive of the GST input tax credit that CLA can claim in respect of the cost.

Routine administrative costs such as local CBD travel (within 10 km from Melbourne  CBD), telephone calls, faxes and postage are included in the charges for Services set out in the relevant Proposal. Reasonable efforts will be made to communicate to the Client in advance, any travel requirement or extraordinary expense that may occur, or any additional charge that may result from special requests or extensions of Services in accordance with clause 7.2.

6.4 All charges payable in connection with a Project must be paid by the Client within 14 days of the date of the applicable invoice. If requested by CLA, the Client must pay all amounts due under this Agreement that are less than $1,000 (excluding GST) by credit card.

6.5 If a Client fails to pay any charges in accordance with clause 6.4:

(a)   CLA may suspend the performance of any further Services and the completion of any Projects until any outstanding charges are paid;

(b)   the Client will be responsible for all reasonable costs related to the collection of any outstanding charges (including any fees charged by debt collectors engaged by CLA); and

(c)   CLA reserves the right to charge interest on any unpaid amount at the rate which is the lesser of one percent (1%) per month, or the maximum rate permitted by applicable law, from and including the due date until but excluding the date of payment (with interest being paid in priority to any payment of the outstanding amount).

6.6 The Client acknowledges and agrees that CLA may collect, use and disclose Personal Information and Credit-Related Information about the Client, its directors and officers in the course of collecting payments of invoices rendered under these General Terms and Conditions of Supply.  Without limiting the foregoing, the Client acknowledges and agrees and will use its best endeavours to procure the consent of relevant individuals employed by the Client that CLA  may use and disclose the Personal Information and Credit-Related Information for the purposes of verifying the identity of directors and officers of the Client, the credit history of the Client and its directors and officers, assessing the creditworthiness of the Client, risk and/or solvency of the Client and enforcing any rights of CLA under these General Terms and Conditions of Supply (including the disclosure of the Credit-Related Information to debt collectors acting on behalf of CLA).

6.7 In addition to any consideration payable by one party to the other party under these General Terms and Conditions of Supply, the party liable to pay the consideration must pay to the other party an amount equal to the GST imposed on each taxable supply, at the same time that the consideration is payable, under and in accordance with the GST Law. The consideration payable for any taxable supply made by one party to the other party under this Agreement is expressed as a GST exclusive amount, unless it is specifically referred to as GST inclusive.  A party is not required to pay an amount equal to the GST imposed on any supply under this Agreement until it receives a tax invoice or adjustment note for the supply to which the payment relates.

 

  1. CHANGES IN THE SCOPE OF PROJECTS

7.1 The Client understands that any schedule set by CLA  for the completion of the Project may be affected if the parties agree in the interim to extend or change the approach, working method or scope of the Project and/or any activities resulting from this change.

7.2 If the parties agree to change the scope of the Project, CLA may charge the Client an additional fee which reflects the agreed change in scope. CLA will inform the Client of any additional charges that are payable as soon as possible after any change in scope has been agreed by the parties.

 

  1. TIMING OF SERVICES

8.1 CLA  will use reasonable endeavours to provide the Services to the Client in accordance with any schedule provided to the Client as part of the Proposal.

8.2 The Client acknowledges that:

(a)   any schedule provided by CLA to the Client is provided as an estimate only of the timeframe required to provide the Services;

(b)   CLA  will not always be able to provide the Services in accordance with the schedule provided to the Client; and

(c)   the schedule is liable to change in accordance with a change of scope or Project purpose.

 

  1. CANCELLING OF A PROJECT AND TERMINATION OF THESE GENERAL TERMS AND CONDITIONS

9.1  The Client may cancel a Project on 30 days written notice to CLA if it can demonstrate to CLA’s reasonable satisfaction that the Project can no longer be performed in accordance with the applicable Proposal and any subsequent additional order specifications.

9.2  If the Client wishes to cancel a Project in accordance with clause 9.1, the Client must provide CLA with written reasons which support the Client’s belief that the Project can no longer be performed in accordance with the applicable Proposal and any subsequent order specifications.

9.3  CLA may cancel a Project or terminate these General Terms and Conditions of Supply immediately by providing written notice to the Client if:

(a)   In CLA’s reasonable opinion, it cannot complete a Project for reasons beyond CLA’s reasonable control; or

(b)   the Client is in breach of any term of these General Terms and Conditions of Supply and any such breach is not remedied within 14 days of CLA notifying the Client in writing of that breach.

9.4  Either party may cancel a Project and terminate these General Terms and Conditions of Supply immediately if the other party becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency, administration.

9.5  Upon cancellation of a Project or termination of these General Terms and Conditions of Supply for any reason:

(a)   CLA retains all monies paid by the Client in relation to the Project and, where these General Terms and Conditions of Supply have been terminated;

(b)   CLA may charge the Client a reasonable sum for work performed in connection with the Project(s) where no fees have been previously charged for that work or when work has been performed in connection with the Project(s) subsequent to the most recent invoice; and

(c)   a copy of the provisional results of the work performed up to that moment will be made available to the Client with reservation. Insofar as this entails additional costs, these costs will be charged.

 

  1. CANCELLING OR RESCHEDULING WORKSHOPS, TRAINING SESSIONS, ASSESSMENTS, SELECTION ASSESSMENTS

10.1  Subject to the payment of any applicable cancellation fees by the Client (as calculated in accordance with clause 10.2), a Client or individual participant may cancel a workshop, assessment or training session or E-Learning at any time by notifying CLA  in writing.

10.2  If a Client or individual participant cancels a workshop, assessment or training session or E-Learning  [not a public seminar] CLA  may charge the Client or individual participant (as appropriate) the following cancellation fee:

(a)   50% of the Agreed Price if the Client or individual participant cancels over 8 weeks prior to the first workshop, assessment or training session; or

(b)   75% of the Agreed Price if the Client or individual participant cancels between 4 and 8 weeks prior to the first workshop, assessment or training session; or

(c)   100% of the Agreed Price if the Client or individual participant cancels within 4 weeks prior to the first workshop, assessment or training session.

(d)  For selection assessment, a fee of 50% applies if the Client or individual participant/candidate cancels after they have been set up to complete the assessments electronically.

(e) For selection assessment, a fee of 25% applies if the Client or individual participant/candidate cancels before they have been set up to complete the assessments electronically.

10.3  If a Client reschedules a workshop, assessment or training session, CLA may charge the Client any reasonable additional costs.

10.4  No penalties will be assessed in case of    replacement for workshops and trainings, under the condition that the replacement meets the requirements of the Project.

 

  1. INTELLECTUAL PROPERTY RIGHTS

11.1  The Client acknowledges and agrees that CLA retains ownership of all Materials (with the exception of Capability Frameworks) produced or developed by CLA in the course of completing a Project (all Intellectual Property Rights associated with any Materials), including those Materials existing before the commencement of the Project.

(a)   CLA acknowledges that for Projects for Capability Frameworks the Client retains ownership of all Materials

11.2  Subject to clause 11.3, the Client may not use, publish, sell, exploit, lease or otherwise provide to a third party any Materials (excluding Projects for Capability Frameworks) without the prior written consent of CLA.

11.3  Subject to the payment of all outstanding fees to CLA, CLA grants the Client a non-transferable, Australia wide licence to copy any Materials provided by CLA  in connection with a Project solely for its own internal business purposes.

11.4  Upon termination or expiry of the Project, the Client must return to the CLA all Materials in its possession or control, which is not otherwise retained by the Client by clauses 9.5(c), or agreed under the Proposal as being retained by the Client and CLA grants to the Client a perpetual, non-transferable, Australia-wide licence to copy such Materials retained by the Client.

11.5  This clause 11 survives the termination or expiry of these General Terms and Conditions of Supply.

 

  1. CLIENTS TRADE MARKS

12.1  The Client grants CLA  a perpetual, irrevocable, royalty free and non-exclusive license to use the Client’s trade marks (whether registered or unregistered) and any other Intellectual Property Rights of the Client in connection with any Materials created in connection with a Project. CLA must not use the Client’s Trade Marks and any other Intellectual Property Rights of the Client in any other circumstances without the prior written consent of the Client.

12.2  This clause 12 survives the termination or expiry of these General Terms and Conditions of Supply.

 

  1. PRIVACY

13.1  CLA  is concerned about privacy issues and wants the Client to be familiar with how CLA  collects, uses, and discloses Personal Information. In the course of providing Services to the Client, CLA  may collect Personal Information of Clients, a Client’s directors, officers, employees ,the directors, officers and employees of the Client’s contractors, and/or other individuals. CLA collects this Personal Information for the purposes of providing the Services and information to Client and using the Client’s Data in accordance with these General Terms and Conditions of Supply.  If CLA  does not collect this Personal Information, CLA may not be able to provide the Client with the Services.

13.2  Personal Information collected by CLA  may be shared with or disclosed to CLA’s related entities, to third parties where reasonably necessary to provide the Client with or to facilitate CLA’s provision to the Client of the Services, or as required by law.   These related entities and third parties may include entities located outside of Australia and while CLA  will use its reasonable endeavours to ensure that the related entities and third parties comply with the Privacy Act, the Client acknowledges and agrees that CLA  is not required to take reasonable steps to ensure that the overseas recipient complies with the Privacy Act.  CLA  may also use this information to inform the Client of services that CLA provides and of other professional developments.

13.3  By engaging CLA to provide the Services and use the Client’s Data in accordance with these General Terms and Conditions of Supply and not opting out of the disclosure of Personal Information to any of the stated parties, the Client consents to the collection and disclosure of Personal Information in accordance with this clause 13.

13.4  If the Client does not consent to any the above disclosures or wishes to contact CLA about issues relating to privacy, the Client should contact its CLA Client Partner  or CLA’s Office Manager at office@centreforleadershipadvantage.com.

13.5  The Client’s disclosure of Personal Information to CLA is subject to the Privacy Act.  The Client warrants that where the Client discloses Personal Information about the Client’s employees or other individuals to CLA, the disclosure is for a purpose related to the use of the Client’s Data and the performance of the Services in accordance with these General Terms and Conditions of Supply and the Client has made all disclosures and obtained any consents required under the Privacy Act (including consent to disclosure of Personal Information to third parties) and to do so would not otherwise breach the Privacy Act.  Without limiting the foregoing, the Client indemnifies CLA  in relation to any loss or damage suffered or sustained by CLA as a result of a claim made against CLA that it has interfered with the privacy of any individual director, employee or other individual for which the Client was responsible for obtaining all necessary consents under the Privacy Act.  The Client also acknowledges and agrees that CLA  is not responsible for obtaining any necessary consent from any director, officer, employee or other individual of the Client.

The indemnity set out in this clause 13.5 survives the termination or expiry of these General Terms and Conditions of Supply.

13.6  Data Property Rights, unless stated specifically in writing as a client requirement for tender or formal request for provision of services and, agreed by CLA, the client acknowledges and agrees that CLA retains ownership of all primary data, source codes and metadata collected in the course of an engagement and retains such data in keeping with the provisions of the Australian Privacy Act (1988). Upon written request from client and provision of reasonable notice and agreement to pay any reasonable fees and charges, CLA will prepare and subsequent reporting, including Psychological Assessment reports in keeping with the clients requirements. The Client acknowledges that such reporting, with the exception of de-identified aggregate data used for the purpose of research and statistical analysis, will not be provided for persons who are no longer employed by the Client without the written consent of the person who has provided the data.

13.7 The CLA  Privacy Policy contains information about how the Client may seeks access to, and correction of, Personal Information held by CLA, how to make a privacy complaint and how CLA deals with privacy complaints.

 

  1. CONFIDENTIALITY

14.1  Subject to the remainder of this clause 14, the parties must not, without the prior written consent of the other party, disclose the other party’s Confidential Information.  This obligation survives the cancellation, expiry or completion of any Project.

14.2  A party will not be in breach of clause 14.1 in circumstances where it is legally compelled to disclose the other party’s Confidential Information, or where its disclosure is necessary to receive professional advice by a party by its professional adviser, banker or financial adviser.

14.3  This clause 14 survives the termination or expiry of these General Terms and Conditions of Supply.

 

  1. LIABILITY

15.1  To the maximum extent permitted at law, CLA  gives no warranty, guarantee, conditions or make any representation of any kind whatsoever, whether expressed or implied, and excludes all express and implied warranties, guarantees and conditions under statute, general law or in trade usage.  CLA’s liability to the Client in respect of any non-excludable warranty or condition is limited at CLA’s option to the maximum extent possible to:

(a)             The supplying of the services again; or

(b)             The payment of the cost of having the services supplied again.

15.2  CLA’s total liability to the Client under these Terms and Conditions is limited to, an amount equal to the total charges paid by the Client in connection with the Project in the 6 months prior to the date of the Client’s claim.

15.3  Any claims by the Client against CLA  in connection with a  Project must be filed within one year of the date of the Client’s claim arising.

15.4  Neither party shall be liable to the other party for any consequential, incidental, indirect, punitive or special damages under any circumstances arising in any way whatsoever out of or in connection to a Project.

15.5  The Client and CLA  may communicate with each other by means of electronic resources. CLA  is not liable for any damage which the Client suffers as a result of electronic communication, including but not limited to, damage as a result of any:

(a)  Failure or delay in the delivery of the electronic communication;

(b)  Interception or manipulation of the electronic communication by third parties or by any software/hardware;

(c)    Transferring of viruses and malfunctioning of the communication network, except where such damage is the consequence of the intentional act or gross negligence of CLA. The data-extracts from the computer systems of CLA  will amount to binding proof of the content of an electronic communication sent by CLA.

15.6  This clause 15 survives the termination or expiry of these General Terms and Conditions of Supply.

 

  1. FORCE MAJEURE

16.1  Neither party will be liable for any delay or failure to perform its obligations under these General Terms and Conditions of Supply if the delay or failure is due to (in whole or in part) a Force Majeure Event.  If the Force Majeure event has not resolved within 30 days, either party may terminate the Project, in which case clause 9.5 applies.

 

  1. WORKPLACE HEALTH AND SAFETY

17.1  The Client must comply with its obligations under any applicable workplace health and safety legislation and regulations towards the CLA  employees which make up the advisory team whilst they are working from the Client’s premises.

17.2  Without in any way limiting the Client’s obligations under clause 16.1 above, the Client must:

(a)   Consult, cooperate, and coordinate activities with CLA in relation to the health and safety of the Delivery Team whilst they are working from the Client’s premises;

(b)   Immediately notify CLA  upon becoming aware of any health and safety incident involving a member of the Delivery Team, or any injury to a member of the Delivery Team; and

(c)   Upon request, provide CLA with copies of any applicable policies, and records of any training regarding workplace health and safety, incident notification, and bullying.

 

  1. SEVERABILITY

18.1  If any provision of these General Terms and Conditions of Supply is held invalid, unenforceable or illegal for any reason, these General Terms and Conditions of Supply will remain otherwise in full force apart from such provisions, which will be deemed deleted.

 

  1. APPLICABLE LAW

19.1  These General Terms and Conditions of Supply are governed by the law in force in the state of Victoria.

19.2  Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in the state of Victoria, and any court that may hear appeals from any of those courts, for any proceedings in connection with these General Terms and Conditions of Supply, and waives any right it might have to claim that those courts are inconvenient forums.

 

  1. VARIATION OF TERMS

20.1  These General Terms and Conditions of Supply may be varied by at least 30 days notice in writing to the Client, which will be deemed to have accepted the variation if it continues to instruct CLA.

 

  1. COSTS

21.1  Each party must pay its own costs of and in connection with negotiations, preparation and execution of these General Terms and Conditions of Supply and any Proposal.

 

  1. NOTICES

22.1  Subject to clause 22.5, any notice (which includes, without limitation, a demand, request, consent, approval and any other communication made, required or authorised under these General Terms and Conditions of Supply) given under these General Terms and Conditions of Supply must be in writing, directed to the recipient’s address or facsimile number as made known by the recipient to the other party from time to time and hand delivered or sent by prepaid post to that address or sent by facsimile transmission to that number.

22.2  A notice given in accordance with clause 22.1 is taken to be received by the recipient:

(a) if hand delivered, on delivery;

(b)  if sent by prepaid post within Australia to an Australian address, two Business Days after the date of posting; or

(c)     if sent by facsimile transmission, when the sender’s facsimile system generates a message confirming successful transmission of the total number of pages of the notice.

22.3  In all cases, a notice received after 5.00pm in the place of receipt or on a day that is not a Business Day is taken to be received by the recipient at 9.00am on the next Business Day.

22.4  A notice given under these General Terms and Conditions of Supply is sufficiently signed if:

(a)   in the case of a body corporate, it is signed by a director, secretary or other officer of, or legal practitioner acting for, the body corporate; or

(b)   in the case of an individual, it is signed by the individual.

22.5  The provisions of this clause 22 are in addition to any other mode of service permitted by law.

 

  1. WAIVER

23.1  A failure of a party at any time to require performance of any obligation under these General Terms and Conditions of Supply is not a waiver of that party’s right to claim damages for breach of that obligation or at any time to require performance of that or any other obligation under these General Terms and Conditions of Supply unless written notice to that effect is given in accordance with clause 23.2.

23.2  Waiver of any provision of or right under these General Terms and Conditions of Supply must be in writing signed by the party entitled to the benefit of that provision or right and is effective only to the extent set out in the written waiver.

 

  1. PROJECT

24.1  The Client may not assign any right under these General Terms and Conditions of Supply without the prior written consent of CLA.

24.2  The Client acknowledges and agrees that CLA may assign any right or novate any obligation under these General Terms and Conditions of Supply to any related body corporate of CLA  without the prior written consent of the Client but will not assign any right under these General Terms and Conditions of Supply to any external third party without the Client’s prior written consent (which will not be unreasonably withheld or delayed).

 

  1. FURTHER ACTS

25.1  Each party must, without further consideration, sign, execute and deliver any document and perform any other act that is necessary or desirable to give full effect to these General Terms and Conditions of Supply.

 

  1. PARTY PREPARING DOCUMENT NOT TO BE DISADVANTAGED

26.1  No rule of contract interpretation must be applied in the interpretation of these General Terms and Conditions of Supply to the disadvantage of one party on the basis that it prepared or put forward theses General Terms and Conditions of Supply or any document comprising part of these General Terms and Conditions of Supply.

 

  1. COUNTERPARTS

27.1  These General Terms and Conditions of Supply may be executed in any number of counterparts and all the counterparts together constitute one and the same instrument and is binding on the parties on the exchange of executed counterparts.

27.2  A copy of an original executed counterpart received by facsimile machine or by email must be treated as an original counterpart, is sufficient evidence of the execution of the original and may be produced in evidence for all purposes in place of the original.

 

  1. INTERPRETATION

In these General Terms and Conditions of Supply, unless the contrary intention appears:

28.1  the singular includes the plural and vice versa, and words importing one gender include other genders;

28.2  a reference to a document or instrument (including these General Terms and Conditions of Supply) includes that document or instrument as novated, altered or replaced from time to time;

28.3  a reference to an individual or person includes a partnership, body corporate, government authority or agency and vice versa;

28.4  a reference to a party includes that party’s executors, administrators, successors, substitutes and permitted assigns;

28.5  other grammatical forms of defined words or expressions have corresponding meanings;

28.6  a covenant, undertaking, representation, warranty, indemnity or agreement made or given by two or more parties or a party comprised of two or more persons, is made or given and binds those parties or persons jointly and severally;

28.7  a reference to a statute, code or other law includes regulations and other instruments made under it and includes consolidations, amendments, re-enactments or replacements of any of them;

28.8  a recital, schedule, annexure or description of the parties forms part of these General Terms and Conditions of Supply;

28.9  if an act must be done on a specified day that is not a Business Day, the act must be done instead on the next Business Day;

28.10  if an act required to be done under these General Terms and Conditions of Supply on a specified day is done after 5.00pm on that day in the time zone in which the act is performed, it is taken to be done on the following day;

28.11 all monetary amounts are in Australian dollars;

28.12 a party that is a trustee is bound both personally and in its capacity as trustee;

28.13 a reference to an authority, institution, association or body (“original entity”) that has ceased to exist, been reconstituted, renamed or replaced or whose powers or functions have been transferred to another entity, is a reference to the entity that most closely serves the purposes or objects of the original entity;

28.14 headings and the provision of a table of contents are for convenience only and do not affect the interpretation of these General Terms and Conditions of Supply;

28.15 any expression used that is defined in the GST Law has that defined meaning where the context permits.