This agreement sets out the terms and conditions between Wardrobe Refractories Pty Ltd (ABN 19 659 806 087)(Wardrobe Refractories) and you (the Client). These terms and conditions apply in conjunction with any quote, (Quote) provided to you by Wardrobe Refractories and are to be read together. 

These same terms and conditions will also apply Services procured from Wardrobe Refractories without any Quote issued (Invoiced Work).

1. HOW TO READ THIS AGREEMENT
   1. MEANING OF CAPITALISED WORDS AND PHRASES
      1. Capitalised words and phrases used in these terms and conditions have the meaning given:
         1. to that word or phrase in the Quote; 
         2. by the words immediately preceding any bolded and bracketed word(s) or phrase(s); or
         3. in the definitions in clause 17 of this agreement. 
   2. ORDER OF PRECEDENCE
      1. Unless otherwise expressly stated, in the event of any `inconsistency between these terms and conditions and the Quote, these terms and conditions will prevail to the extent of such inconsistency. 
2. DURATION AND RENEWAL OF THIS AGREEMENT
   1. This agreement will commence and end as dated on the Quote (Term), unless earlier terminated in accordance with clause 13 or extended in accordance with clause 2(b). 
   2. The parties may agree to extend this agreement by mutual agreement, including by conduct that indicates an intention to extend the Term.
   3. If any Services are supplied after the expiry of the Term, without the parties having entered into a replacement agreement or otherwise having expressly agreed in writing that these terms will not apply, the terms of this agreement will continue to apply for those Services.
   4. For Services provided without a Quote, referred to as Invoiced Work, the Term will commence on the date Wardrobe Refractories begins performing the Services and will continue until the Services are completed to the reasonable satisfaction of Wardrobe Refractories. Notwithstanding the foregoing, either party may terminate the Invoiced Work by providing 5 Business Days’ written notice to the other party. Upon termination, the Client must pay Wardrobe Refractories for all Services performed and any expenses incurred up to the date of termination.
3. CLIENT OBLIGATIONS
   1. PROVIDE INFORMATION
      1. The Client must provide Wardrobe Refractories with all documentation, information and assistance reasonably required by Wardrobe Refractories to perform the Services.
   2. ACCESS AND SITE CONDITIONS 
      1. The Client agrees to provide Wardrobe Refractories with access to the Client’s premises or worksite at the address as set out in the Quote and the Client’s Personnel, to the extent required by Wardrobe Refractories to perform the Services.
      2. The Client must ensure that the worksite complies with all relevant health and safety regulations and provide a safe working environment for Wardrobe Refractories’ Personnel.
      3. The Client acknowledges that the Services provided by Wardrobe Refractories may be affected by pre-existing site conditions. Wardrobe Refractories will not be liable for any delays, additional costs, or defects caused by such site conditions unless specifically included in the scope of Services.
      4. The Client is responsible for identifying and disclosing any hazardous materials, including asbestos, present at the worksite. Wardrobe Refractories will not handle or dispose of hazardous materials unless explicitly agreed upon in writing.
      5. Wardrobe Refractories reserves the right to suspend the Services if the worksite is deemed unsafe or is inaccessible, and the Client will be liable for any additional costs or delays incurred.
   3. COMPLIANCE WITH LAWS
      1. The Client agrees that it will, by receiving or requesting the Services:
         1. not breach any applicable Laws (including any applicable privacy laws); 
         2. ensure that the worksite complies with all relevant environmental regulations. Wardrobe Refractories will not be liable for any environmental damage or non-compliance caused by the Client’s failure to meet these regulations; or
         3. infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.
4. ORDERING AND PERFORMANCE OF SERVICES
   1. SERVICES
      1. Wardrobe Refractories will perform the Services in accordance with the Quote. 
   2. CHANGES TO SCOPE
      1. The Client must pay a ‘change in scope fee’, in an amount reasonably determined by Wardrobe Refractories (Change Fee), for changes or variations to Services requested by the Client which alter the scope set out in the relevant Quote and require Wardrobe Refractories to perform additional work or incur additional costs (Changes).
      2. Unless otherwise agreed in writing, Wardrobe Refractories may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
      3. Wardrobe Refractories will only be required to perform Changes, if:
         1. Wardrobe Refractories agrees in writing to perform the Changes; 
         2. the Client confirms in writing that they wish for Wardrobe Refractories to proceed with the Changes and the relevant Change Fee; and
         3. the Client pays the Change Fee, in accordance with clause 5 as if it was a Fee.
   3. KEY DATES AND TIMES
      1. The Key Dates and / or Times set out in the Quote in relation to the Services are indicative only and are included as a guide for when the Services are expected to be performed. 
      2. Wardrobe Refractories may, due to various reasons beyond its control, need to make reasonable adjustments to the Key Dates and / or Times. Wardrobe Refractories will notify the Client if more than a 24 hour variation is required.
   4. THIRD PARTY TERMS AND CONDITIONS
      1. If Wardrobe Refractories is required to acquire goods or services supplied by a third party, the Client may be subject to the terms and conditions of that third party (‘Third Party Terms’).
      2. Provided that Wardrobe Refractories has notified the Client of such Third Party Terms and provided the Client with a copy of those terms, the Client agrees to any Third Party Terms applicable to any goods or services supplied by a third party that the Client or Wardrobe Refractories acquires as part of providing the goods or services and Wardrobe Refractories will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
      3. The Client has the right to reject any Third Party Terms. If the Client rejects the Third Party Terms, Wardrobe Refractories cannot provide the Services to the Client and clause 13 will apply.
   5. DISCLAIMER
      1. The Client acknowledges and agrees that:
         1. any information provided to the Client as part of or in connection with the Services is general in nature and may not be suitable for the Client’s circumstances; and
         2. it is the Client’s responsibility to comply with applicable Laws relevant to the Client’s business, including industrial relations laws and privacy laws.
   6. REMOVAL OF RUBBISH
      1. The Client shall be responsible, at its own expense, for the removal and disposal of all rubbish from the Client’s premises created as a necessary consequence of carrying out the Services, unless otherwise agreed by the Parties or otherwise specified within the Quote. 
      2. For the avoidance of doubt, asbestos or other hazardous materials at the Client’s premises, whether known prior to the date of this agreement or discovered during the course of the Services, shall be removed by the Client at its own cost (including where any NATA accredited testing for discovery is required). 
      3. If not already provided for in a Quote; Wardrobe Refractories can assist with the removal and disposal of rubbish from the Client’s premises at an additional cost to be agreed upon with the Client. The specific dumping site and costs associated with such rubbish removal services will be documented in writing (email will suffice) and agreed upon by both parties prior to the commencement of any rubbish removal activities.
   7. SUPPLY OF GOODS
      1. The Client acknowledges that it has read the Quote and consents to the use of all specific materials and products listed within the Quote, selected by the Client and/or by Wardrobe Refractories using skill and experience, and all incidental products reasonably necessary in carrying out the Works (“Goods”).
      2. Wardrobe Refractories will take reasonable steps to ensure that all Goods are securely packaged and dispatched in a timely manner. The risk of loss or damage to Goods in transit will pass to the Client upon the Goods being handed over to the carrier. Wardrobe Refractories will not be liable for any loss or damage to Goods while in transit, except to the extent caused by Wardrobe Refractories’ negligence.
      3. The Client must inspect the Goods immediately upon delivery and notify Wardrobe Refractories of any defects or discrepancies within 5 Business Days. If the Client fails to give such notice, the Goods will be deemed to be in accordance with the Quote and free from any defects.
      4. Title to the Goods will pass to the Client once Wardrobe Refractories has received full payment for the Goods. Until title passes, the Client must: 
         1. hold the Goods as Wardrobe Refractories’ bailee; 
         2. keep the Goods separate from other goods and maintain the labelling and packaging; and 
         3. not grant any third party an interest in the Goods.
      5. Where applicable, any manufacturers’ warranties for the Goods will be passed on to the Client. Wardrobe Refractories will provide the Client with all necessary information and documentation to make a warranty claim. The Client acknowledges that any warranty claims must be made directly to the manufacturer and that Wardrobe Refractories has no liability in relation to such claims.
      6. Any additional costs incurred by Wardrobe Refractories in relation to the supply of Goods, including but not limited to delivery charges, customs duties, and taxes, will be borne by the Client unless otherwise specified in the Quote.
      7. Goods may only be returned with the prior written consent of Wardrobe Refractories. Returned Goods must be in their original condition and packaging, and the Client will bear all costs associated with the return of Goods unless the return is due to a defect covered under the manufacturer’s warranty.
   8. Emergency and Breakdown Services
      1. Wardrobe Refractories shall provide emergency response and breakdown repair services (Emergency Services) to the Client upon request. These services include, but are not limited to, urgent repairs, immediate maintenance, and rapid response to unforeseen incidents affecting the Client’s premises or equipment.
      2. Wardrobe Refractories will make reasonable efforts to respond to an emergency call-out within a reasonable response time from receiving the Client’s request.
      3. Additional surcharges may apply for services rendered outside of normal business hours (i.e., after 5 PM on weekdays, weekends, and public holidays).
      4. All Emergency Services provided shall be invoiced to the Client after the work is completed. The invoice will include a detailed breakdown of the standard call-out fee, any after-hours surcharges, additional labour costs, materials used, and any other expenses incurred during the emergency response.
      5. The Client must pay the invoiced amount within 30 days EOM of receipt of the invoice. Interest shall accrue on all overdue payments at a rate of 12% per annum.
      6. The Client must ensure that Wardrobe Refractories has immediate access to the affected site and provide any necessary information to facilitate the emergency response.
      7. Wardrobe Refractories shall not be liable for any delays, response times, additional costs, or defects arising from unforeseen site conditions encountered during the provision of Emergency Services.
      8. In some cases, Emergency Services may involve temporary repairs to mitigate immediate risks. The Client acknowledges that permanent solutions may require additional work, which will be quoted separately.
      9. If further work is required beyond the initial emergency response to provide a permanent solution, Wardrobe Refractories will provide the Client with a follow-up Quote for the additional Services.
5. FEES AND PAYMENT
   1. FEES
      1. The Client must pay the Fees in the amounts, and on or before the Due Date(s), set out in the Quote.
      2. To the maximum extent permitted under the Competition and Consumer Act 2010 (Cth) any Fees paid in accordance with this agreement are non-refundable.
      3. If there is no Due Date set out in the Quote in relation to a Fee, that Fee must be paid within 14 days of receipt.
      4. Interest shall accrue on all overdue payments of the Fees at a rate of 12% per annum.
      5. If payment is not received within 6 months after invoicing, Wardrobe Refractories may forward the debt onto a debt collector, at which point all additional fees for this service will be added to the owed amount, inclusive of the overdue interest.
      6. Upon reasonable request by Wardrobe Refractories, the Client shall be required to make upfront payment for any Goods purchased to complete the Services; as notified from time to time or in the Quote.
      7. For avoidance of doubt, the Fees are inclusive of the Services, Goods and any other Expenses as required under this agreement.
   2. INVOICES
      1. Wardrobe Refractories will issue a valid tax invoice to the Client for payment of the Fees. The Client must pay the Fees in accordance with the remittance method set out in an invoice.
   3. SUSPENSION OF SERVICES
      1. Wardrobe Refractories reserves the right to suspend all or part of the Services indefinitely where the Client fails to pay the Fees in accordance with clause 5.1. If the Services are suspended the Client must immediately pay the portion of Fees for the Services (including Goods) that have been completed.
   4. EXPENSES
      1. Unless otherwise agreed in writing:
         1. the Client will bear all related expenses reasonably incurred by Wardrobe Refractories in connection with the Services which will be receipted for by Wardrobe Refractories; and
         2. any third party costs incurred by Wardrobe Refractories in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Quote.
   5. GST
      1. Unless otherwise indicated, amounts stated in the Quote do not include GST. In relation to any GST payable for a taxable supply by Wardrobe Refractories, the Client must pay the GST subject to Wardrobe Refractories providing a tax invoice.
   6. CARD SURCHARGES
      1. Wardrobe Refractories reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
6. CONFIDENTIALITY & PRIVACY
   1. PRIVACY
      1. The parties must comply with:
         1. if applicable, their respective obligations under the Privacy Act 1988 (Cth); and
         2. Wardrobe Refractories’ privacy policy in force from time to time. 
      2. Wardrobe Refractories will keep the Client informed of any changes to its privacy policy during the Term.
   2. CONFIDENTIAL INFORMATION
      1. The parties will not, during or at any time after the Term, disclose Confidential Information directly or indirectly to any third party, except:
         1. with the other party’s prior written consent;
         2. as required by Law; or
         3. to their Personnel on a need to know basis for the purposes of performing its obligations under this agreement (Additional Disclosees).
   3. BREACH
      1. If either party becomes aware of a suspected or actual breach of clause 6.2 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach. The parties agree that damages may not be a sufficient remedy for a breach of clause 6.2.
   4. PERMITTED USE
      1. A party may only use the Confidential Information of the other party for the purposes of exercising its rights or performing its obligations under this agreement.
   5. RETURN
      1. On termination or expiration of this agreement, each party must immediately return to the other party, or (if requested by the other party) destroy, any documents or other Material in its possession or control containing Confidential Information of the other party.
   6. ADDITIONAL DISCLOSEES
      1. Each party will ensure that Additional Disclosees keep the Confidential Information confidential on the terms provided in this clause 6. Each party will, when requested by the other party, arrange for an Additional Disclosee to execute a document in a form reasonably required by the other party to protect Confidential Information.
7. INTELLECTUAL PROPERTY
   1. DEFINITIONS
      1. In this clause, the following terms have the following meanings in relation to Intellectual Property Rights: 
         1. Existing Material means Material of either party, other than New Material;
         2. New Material means Material that is created, written, developed or otherwise brought into existence during the Term for the purposes of this agreement; and
         3. Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
   2. EXISTING MATERIAL
      1. Except to the extent otherwise stated in the Quote or in this clause 7:
         1. each party retains ownership of the Intellectual Property Rights in its Existing Material; and 
         2. nothing in this agreement transfers ownership of, or assigns any Intellectual Property Rights in, either party’s Existing Material to the other party.
      2. The Client grants to Wardrobe Refractories (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use its Existing Material to the extent reasonably required to perform any Services.
      3. The Client warrants that Wardrobe Refractories’ use of the Client’s Existing Material will not infringe the Intellectual Property Rights of any third party and will indemnify Wardrobe Refractories from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
      4. Wardrobe Refractories grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use its Existing Material, to the extent:
         1. such Existing Material is incorporated into the New Material; and
         2. such use is reasonably required for the Client to enjoy the benefit of the Services.
   3. NEW MATERIAL 
      1. Unless otherwise stated in the Quote, Intellectual Property Rights in New Material are immediately assigned to and vest in Wardrobe Refractories as those rights are created.
      2. Wardrobe Refractories grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use the New Material to the extent such use is reasonably required for the Client to enjoy the benefit of the Services.
   4. THIRD PARTY INTELLECTUAL PROPERTY
      1. Wardrobe Refractories warrants that: 
         1. the provision of the Services to the Client; and
         2. the Client’s receipt and use of the Services for their intended purpose,
      2. will not infringe the Intellectual Property Rights of any third party. 
8. ACCREDITATIONS
   1. Unless otherwise agreed in writing, Wardrobe Refractories retains the right to describe the Services and reproduce, publish and display the Services in Wardrobe Refractories’ portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the Services in connection with such uses.
9. SUBCONTRACTING
   1. Wardrobe Refractories may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.
10. WARRANTIES
    1. To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
    2. Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the Goods or Services provided.
    3. Wardrobe Refractories provides its own warranty on the following conditions:
       1. The warranty is in effect for a period of twelve (12) months from the completion of the Services (Warranty Period).
       2. The scope of warranty includes the rectification of any defective, faulty or inadequate workmanship in relation to the Services only during the Warranty Period. The scope of warranty excludes:
          1. Wear and tear;
          2. Damaged caused by the Client or another third party;
          3. Any damage that Wardrobe Refractories did not have the opportunity to reasonably inspect and determine the cause of;
          4. Any unauthorised modifications, work, repair or tampering of the impacted area(s) of damage/workmanship by the Client or another third party; and
          5. Force Majeure events.
       3. To make a warranty claim, the Client must submit a written request detailing the nature of the defect immediately upon discovery. Wardrobe Refractories will inspect the defect and, if covered, rectify it at no cost to the Client if the claim is made within the Warranty Period.
11. LIABILITY, INDEMNITY AND INSURANCES
    1. liability
       1. To the maximum extent permitted by law and the total aggregate liability of Wardrobe Refractories in respect of loss or damage sustained by the Client in connection with this agreement is limited to 10 % of the Fees as set out in the Quote.
    2. INDEMNITY
       1. The Client shall indemnify Wardrobe Refractories against any claim or from any liability (and releases Wardrobe Refractories from, and waives, all claims against them) arising out of, in relation to or in connection with (whether directly or indirectly): (a) the loss of or damage to any property or equipment owned or provided by Wardrobe Refractories, the Client or any third party; and (b) any personal injury, illness, disease or death of Wardrobe Refractories, the Client or any related third party but only to the extent such injury, illness, disease or death is caused or contributed to by an act or omission of the Client.
    3. CONSEQUENTIAL LOSS

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any Goods or Services provided by Wardrobe Refractories, except:

1. in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
2. to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth);

1. INSURANCES

Wardrobe Refractories shall maintain workers’ compensation insurance, public liability insurance, and any other insurances (e.g. goods in transit insurance) required that are sufficient to cover liabilities arising out of claims, loss or proceedings in connection with its legal obligations (whether under statute or common law) to its employees and the Services under this agreement.

1. if the parties have a dispute
   1. If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties. 
   2. The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC’s Guidelines for Commercial Mediation (as current at the time of the dispute). 
   3. The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved. 
   4. If mediation does not resolve the issue, the parties must: 
      1. if they haven’t already done so, engage independent legal representation at their own expense to understand the strength of their arguments; and
      2. based on that advice, if settlement is not achieved, participate in arbitration (or other dispute resolution mechanism agreed in mediation) through the ADC at equal shared expense.
   5. The parties will follow the binding outcome of arbitration (or other agreed mechanism).
   6. Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.
   7. The process in this clause does not apply where a party requires an urgent injunction.
2. Termination
   1. TERMINATION FOR CONVENIENCE
      1. Either party may end this agreement for no reason, by providing notice to the other party.
      2. This agreement will end 10 Business Days after the day the notice is sent (the End Date).
      3. On the End Date, Wardrobe Refractories will provide an invoice to the Client for: 
         1. any Fees for Services already performed up to the End Date (including Services performed to prepare not yet completed deliverables);
         2. any pre-approved third party costs Wardrobe Refractories has incurred on the Client’s behalf up to the End Date; and
         3. if terminated by the Client, Wardrobe Refractories’ pre-estimated genuine losses as a result of the Client ending this agreement, being: any materials or labour hire that was payable in advance by Wardrobe Refractories had the Services been delivered to ordinary schedule.

(together, the Outstanding Amounts)

1. The Client will pay the Outstanding Amounts to Wardrobe Refractories on the End Date, unless otherwise agreed in a written payment plan between the parties.
2. Once the Outstanding Amounts have been paid, Wardrobe Refractories will hand over any completed deliverables. 
3. If Wardrobe Refractories terminates this agreement pursuant to this clause, Wardrobe Refractories will make reasonable efforts to handover the remaining scope of Services to the Client, so the Client can source an alternative provider.

1. termination for breach 
   1. If a party (the Notifying Party) considers that the other party is in breach of this agreement (the Breach), the Notifying Party may provide a notice to the other party.
   2. The notice must include the nature and details of the Breach, with reference to the relevant clause/s of this agreement. The Notifying Party may, if it wishes to do so, make suggestions for resolving the Breach.
   3. The other party will have 10 Business Days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period).
   4. After the Rectification Period, the Notifying Party will:
      1. if the Breach has been successfully rectified, notify the other party that the agreement will continue; or
      2. if the Breach has not been successfully rectified, notify the other party that this agreement is terminated (Termination for Breach Notice).
   5. Following a Termination for Breach Notice, the parties will stop all work under this agreement unless otherwise agreed. 
   6. Any disputes regarding termination under this clause must be dealt with in accordance with clause 12. The indemnities, warranties and liability caps in clause 11 will apply to any disputes and resulting claims. Any pre-estimated losses in clause 13.1 will not limit or otherwise effect Wardrobe Refractories’ rights under this agreement, at law or otherwise in equity; Wardrobe Refractories’ losses resulting from the Client’s breach are likely to far exceed its losses resulting from termination for the Client’s convenience.
2. other consequences for termination

If this agreement ends, in addition to the specific consequences set out in clause 13.1 or 13.2 (as applicable), the parties will:

1. return all property and Confidential Information to the other party;
2. comply with all obligations that are by their nature intended to survive the end of this agreement; and
3. stop using any materials that are no longer owned by, or licensed to, them when this agreement ends in accordance with clause 7.

1. FORCE MAJEURE
   1. A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:
      1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
      2. strike or other industrial action; 
      3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
      4. decision of a government authority in relation to COVID-19, or other epidemic or pandemic,

to the extent the occurrence affects the Affected Party’s ability to perform the obligation.

1. If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
   1. reasonable details of the Force Majeure Event; and
   2. so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
2. Subject to compliance with clause 14(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.
3. The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.

1. NOTICES
   1. Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in the Quote and the email’s subject heading must refer to the name and date of this agreement. 
   2. If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent. 
   3. The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.
   4. Our contact details:
      1. Mail: PO Box 960 Caringbah NSW Australia 1495
      2. Phone: (02) 9544 4088
      3. Emergency / Out of hours: 0418 675 748
2. GENERAL
   1. GOVERNING LAW AND JURISDICTION
      1. This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
   2. BUSINESS DAYS
      1. If the day on which any act is to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this agreement expressly specifies otherwise.
   3. AMENDMENTS
      1. This agreement may only be amended in accordance with a written agreement between the parties.
   4. WAIVER
      1. No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
   5. SEVERANCE
      1. Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
   6. JOINT AND SEVERAL LIABILITY
      1. An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
   7. ASSIGNMENT
      1. A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
   8. COUNTERPARTS
      1. This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
   9. COSTS
      1. Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
   10. ENTIRE AGREEMENT
       1. This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
   11. INTERPRETATION
       1. (singular and plural) words in the singular includes the plural (and vice versa);
       2. (currency) a reference to $; or “dollar” is to Australian currency;
       3. (gender) words indicating a gender includes the corresponding words of any other gender;
       4. (defined terms) 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;
       5. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
       6. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
       7. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
       8. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
       9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
       10. (includes) the word “includes” and similar words in any form is not a word of limitation; and
       11. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
3. DEFINITIONS
   1. In these terms and conditions, the following words and phrases have the following meaning: