BELT WISE BUSINESS TERMS AND CONDITIONS

These Business Terms, together with any Client Form or Purchase Order, set out the agreement (this ‘Agreement’) under the terms of which BELTWISE PTY LTD ABN 88 679 762 362 (‘Company’) provides Services (defined in clause 2) to you or the company which you represent (the ‘Client’).

[PT1]I have included a sample client form you may want to use when providing your consulting services. It is intended that these terms accompany any client form and PO you use.

1 CLIENT FORM, THIS AGREEMENT

(a) These Business Terms will apply to all the Client’s dealings with the Company, including being incorporated in all agreements, quotations or orders under which the Company is to provide services to the Client or supply products to Client (a ‘Client Form’ or ‘Purchase Order’) together with any additional terms included in such Client Form or Purchase Order (provided such additional terms are recorded in writing). Where the context permits the terms ‘Client Form’ and ‘Purchase Order’ shall be interchangeable when used in this Agreement.

(b) The Client will be taken to have accepted this Agreement if the Client accepts a Client Form or Purchase Order, or if the Client orders, accepts or pays for any services provided by the Company after receiving or becoming aware of these Business Terms.

(c) If there is inconsistency between these Business Terms and any Client Form or Purchase Order, the clauses of these Business Terms will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms described as such in a Client Form) will prevail over these Business Terms to the extent of any inconsistency.

(d) The Company may update any part of the Business Terms at any time without notice to the Client. The Client continuing to order, accept or pay for any products and/or services provided by the Company following such an update will represent an agreement by the Client to be bound by the Business Terms as amended.

(e) The Client is responsible for confirming the Client Form or Purchase Order accurately specifies (if applicable):

(i) the quantity and specifications of the Products and/or Services required; and

(ii) the agreed Fees and any other rates.

2 PRODUCTS AND SERVICES

(a) In consideration for the payment of the fees set out in the Client Form or Purchase Order (Fees), the Company will provide the Client with the products (Products) and/or services set out (Services).

(b) Where the context permits the terms ‘Products’ and ‘Services’ shall be interchangeable when used in this Agreement.

(i) not commence work on any Products or Services until the Client has paid any Fees or deposit payable in respect of such Products or Services; and

(ii) withhold delivery until the Client has paid an invoice in respect of such Services.

3 CLIENT OBLIGATIONS

3.1 PROVIDE INFORMATION AND LIAISON

(a) The Client must provide the Company with all documentation, information and assistance reasonably required for the Company to perform the Services.

(b) The Client agrees to liaise with the Company as it reasonably requests for the purpose of enabling the Company to provide the Services.

3.2 ACCESS

(a) The Client must allow the Company access to any premises, or required areas of any premises reasonably necessary for the Company to provide the Services (Premises).

(b) The Client must obtain any authority or approval for the Company that is reasonably necessary for the Company to provide the Services.

(c) The Client must conduct or facilitate any inductions, training or supervision or other requirements of the Premises, including anything referred to in Special Conditions of the Client Form, so that the Company has full access to carry out the Services.

(d) Where the Company is unable to gain access to the Premises due to the Client’s non-compliance with this clause, omission, fault or otherwise, it is the Client’s responsibility to reschedule any Services and the Company reserves the right to claim any expenses including travel and lost income and to charge this to the Client as a expense under this Agreement.

(e) The Client warrants that the Premises are safe for the Company to enter and perform the Services including, where applicable, complying with any relevant occupational health and safety legislation and requirements.

3.3 COMPLIANCE WITH LAWS

The Client warrants that it will not by receiving or requesting the Services, or during receiving or requesting the Services, or otherwise during any Project Period:

(a) breach any applicable laws, rules and regulations (including any applicable privacy laws and any relevant industry codes) (Laws);

(b) do anything which may cause the Company to breach any Law;

(d) infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

4 CLIENT MATERIALS

4.1 CLIENT MATERIALS

The Client warrants that all information, documentation and other Material (defined in clause 16) it provides to the Company for the purpose of receiving the Services, including financial records and information regarding its systems, procedures and all other materials relating to compliance, is complete, accurate and up-to-date.

4.2 CLIENT SUPPLIED GOODS AND EXISTING CONSTRUCTION

If in performing the Services, the Company is required to use any materials and/or goods supplied by the Client:

(a) the Client accepts the risk of defects or deficiencies in such goods and/or materials;

(b) the Company will not be required to investigate the suitability, quality or fitness for purpose of existing or proposed materials and/or goods;

(c) the Client will be required to pay the Additional Work Rate if it requests that the Company correct any defects or issues with such materials and/or goods.

4.3 RELEASE

The Client releases the Company from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by the Client being incomplete, inaccurate or out-of-date.

5 TIMING

(a) The parties may agree a schedule for providing Services and/or Milestones, including estimated dates of completion, deadlines or schedules (Schedules).

(b) The Company will use its best efforts to meet these Schedules, however these are subject to change if unforeseen complexities arise. In these cases, the Company will use its best efforts to minimise the impact of such changes.

(c) The Company reserves the right to revise Schedules if a delay is caused by the Client’s failure to provide timely feedback or other information or Materials reasonably requested by the Company in order to perform the Services.

6 SPECIFICATIONS AND QUALITY

The Company will use reasonable commercial efforts to ensure Products supplied to the Client under this agreement meet the Specifications set out (Specifications), however:

(a) the Client acknowledges that the numerical values included in the Specifications depend on a variety of factors beyond the Company’s control and are provided as a guide only; and

(b) the Company cannot guarantee that the Products will be consistent with the Specifications and will not be liable for any failure of the Products to meet the Specifications.

(c) (Instructions) The Client agrees to use the Products strictly in accordance with the manufacturer’s instructions (Instructions). The Client acknowledges that failure to use the Products in accordance with the Instructions is likely to result in the Products not functioning properly or meeting the Specifications. The Client agrees that the Company will not be liable for any loss or damage arising out of the Client’s failure to use the Products in accordance with the Instructions and will indemnify the Company for such loss or damage.

7 PAYMENT

7.1 FEES

The Client must pay to the Company fees in the amounts and at the times set out in the Purchase Order, Client Form, invoice or as otherwise agreed in writing.

7.2 TIME FOR PAYMENT

Unless otherwise agreed in writing:

(a) if the Company issues an invoice to the Client, payment must be made by the time(s) specified in such invoice; and

(b) in all other circumstances, the Client must pay for goods and services within 14 days of receiving an invoice for amounts payable.

7.3 PAYMENT METHOD

The Client must pay Fees using the fee payment method specified on the applicable invoice.

7.4 EXPENSES

Unless otherwise agreed in writing:

(a) the Client will bear all travel, accommodation, office stationery, computer storage, media and related expenses reasonably incurred by the Company in connection with the Services or a Client Form; and

(b) any third-party costs incurred by the Company while performing the Services may be billed to the Client, unless specifically otherwise provided for in the Client Form.

7.5 LATE PAYMENT

If the Client fails to pay any amounts due to the Company under an invoice by the specified due date, the Company retains the right, without limiting any other rights under this Agreement, to charge the Client interest at a rate of 10% per annum on the outstanding amount. However, before applying this interest, the Company will provide the Client with a written notice giving an additional 7 days to complete the payment. If payment is still not received by the end of this 7-day grace period, interest will accrue from the expiration of that period until the date the full payment is received by Company.

7.6 GST

Unless otherwise indicated, amounts stated in a Client Form do not include GST. In relation to any GST payable for a taxable supply by the Company, the Client must pay the GST subject to the Company providing a tax invoice.

7.7 CARD SURCHARGES

The Company 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).

8 CHANGES

(a) The Client must pay additional service fees for changes to Services requested by the Client which are outside the scope set out in the relevant Client Form (Changes).

(b) Unless otherwise agreed in writing, the Company may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.

9 ACCREDITATIONS

Unless otherwise agreed in writing:

(a) all displays or publications of any deliverables provided to the Client as part of the Services must, if requested by the Company, bear an accreditation and/or a copyright notice including the Company’s name in the form, size and location as directed by the Company; and

(b) the Company retains the right to describe the Services and reproduce, publish and display the deliverables in the Company’s portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the Services and deliverables in connection with such uses.

10 PRODUCT INFORMATION

The Company endeavours to ensure that the descriptions and specifications in relation to the Products referred to on its website or in catalogues are accurate. However, photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a quotation, descriptive literature or a catalogue are based on information provided by manufacturers and suppliers and, as such the Company does not guarantee that those descriptions and specification are accurate or free from errors or omissions. The Company reserves the right to make any necessary corrections to the descriptions or specifications without notice.

11 TITLE AND RISK

(a) Until the price of Products is paid in full, title in those Products is retained by the Company.

(b) Risk in the Products will pass to the Client on delivery or on completion of purchase.

(c) If the Client fails to take the Products after the Client has completed the purchase, the Company may, at its option, keep or resell the Products provided that we provide the Client with a full refund (excluding any credit card surcharges or other transaction fees).

(d) If the Client does not pay for any Products on the due date for payment, the Client authorises the Company, its employees and agents to enter any premises occupied by the Client or any other place where the Products are located and use reasonable force to retake possession of the Products without liability for trespass or damage.

(e) The Company may at its option keep or resell Products retaken from the Client.

(f) If the Client sells Products or sells items into which Products are incorporated before payment in full to the Company, the Client acknowledges that such sale is made by the Client as bailee for and on behalf of the Company, to hold the proceeds of sale on trust for the Company, in an account in the name of the Company, and must pay that amount to the Company on demand.

12 DELIVERY

12.1 COST AND OBLIGATIONS

(a) Unless otherwise indicated, amounts stated in Purchase Orders or on the Company’s website do not include delivery.

(b) For Products to be delivered, the Company will charge the Client for delivery (notwithstanding that it may not have previously done so).

(d) If the Company is unable to complete the delivery within the agreed time schedule due to the Client’s absence or other fault of the Client, the Client will be liable for all charges and costs incurred, including but not limited to warehousing, transportation and redelivery.

(e) If the Client organises delivery independently of the Company, the Company shall not be held liable for non-delivery, lateness of delivery or loss or damage of Products during transit.

(f) The Company may, at its discretion, deliver the Products to the Client in any number of instalments.

12.2 DAMAGE IN TRANSIT

Unless the Company is delivering the Products, the Company shall not be liable for loss of or damage to Products in transit and the Client must make all claims for such loss or damage against the carrier. The Company encourages the Client to take out insurance to protect itself for loss of or damage to Products in transit.

13 DEFECTIVE PRODUCTS AND ACCEPTANCE

13.1 DEFECTIVE PRODUCTS

Where the Client considers that any Products provided by the Company are defective, the Client must, within a reasonable time of receiving the Products, inform the Company of that fact in writing.

13.2 CLIENT’S OBLIGATIONS

Where Products are the subject of a notice under clause 13.1:

(a) the Client must, at the Company’s option:

(i) leave the Products in the state and condition in which they were delivered until such time as the Company or its duly authorised agent has inspected the Products; or

(ii) send the Company photographs, descriptions or other material evidencing the defects in the Products at the Company’s email address specified in the Purchase Order;

(b) the Company will inspect the Products and/or evidence of defects in the Products within a reasonable time after notification by the Client; and

(c) if paragraph 13.2(a) is not complied with, the Client will be taken to have accepted the Products and the Company will be entitled to the price for the Products set out in any Purchase Order.

13.3 CALL-OUT FEE

The Company reserves the right to charge the Client a call out fee, if upon inspection of the Products in accordance with clause 13.2(a)(i), the Company determines that the Products are not defective in accordance with clause 13.5.

13.4 REPAIRS OR REPLACEMENTS OF DEFECTIVE GOODS

Subject to clause 17, if, upon inspection, in the reasonable opinion of the Company:

(a) the Products are defective; and

(b) the Products were not damaged by the Client and/or the Client did not fail to take reasonable steps to prevent the Products from becoming damaged; or

(c) the Products are otherwise not in conformity with the Purchase Order, then at the discretion of the Client, the Company will:

(i) replace the Products or supply the equivalent of the Products;

(ii) repair the Products;

(iii) pay the Client the cost of replacing the Products or acquiring equivalent Products; or

(iv) pay the Client the cost of having the Products repaired.

13.5 GOODS CONSIDERED NOT TO BE DEFECTIVE

If, upon inspection, in the reasonable opinion of the Company,

(a) the Products are not defective; or

(b) the Products are defective due to an act or omission of the Client, misuse, failure to use in accordance with the manufacturer’s instructions, or failure to take reasonable care by the Client; and

(c) the Products are otherwise in conformity with the Purchase Order, the Company will refuse the Client’s return, the Client will be taken to have accepted the Products and the Company will be entitled to the price for the Products set out in any Purchase Order.

13.6 ACCEPTANCE

Except where notice has been given in accordance with clause 13.1, acceptance of the Products is deemed for all purposes to have taken place:

(a) when the Client makes known to the Company that it has accepted the Products;

(b) when the Client, after delivery of the Products, does any act in relation to them which is inconsistent with the Company’s ownership of the Products; or

13.7 WEAR AND TEAR

Products that have been subject to regular wear and tear will not be considered to be defective

14 THIRD PARTY GOODS AND SERVICES

(a) If the Company 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’).

(b) The Client agrees to any Third Party Terms applicable to any goods or services supplied by a third party that the Client or the Company acquires as part of providing the goods or services and the Company will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.

15 CONFIDENTIALITY

(a) Except as contemplated by this Agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior written consent.

(b) This clause 15does not apply to:

(i) information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);

(ii) information required to be disclosed by any law; or

(iii) information disclosed by the Company to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this Agreement.

16 INTELLECTUAL PROPERTY

16.1 CLIENT CONTENT

(a) The Client grants to the Company (and its subcontractors, employees and agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any part of the Services.

(b) The Client:

(i) warrants that the Company’s use of Client Content as contemplated by this Agreement will not infringe any third-party Intellectual Property Rights; and

(ii) will indemnify the Company from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or a claim of such an infringement.

16.2 DEVELOPED IP

(a) All Developed IP will be solely and exclusively owned by the Company.

(b) The Company grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services.

16.3 COMPANY IP

(a) The Company grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use Company IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services.

(b) Unless otherwise agreed in writing by the Company or in this clause 16.3, the Client will not acquire

Intellectual Property Rights in any Company IP under this Agreement or as part of receiving the Services.

16.4 DEFINITIONS

For the purposes of this Agreement:

(a) “Client Content” means any Material supplied by the Client to the Company under or in connection with this Agreement, including any Intellectual Property Rights attaching to that Material.

(b) “Company IP” means all Material owned or licensed by the Company that is not Developed IP and any Intellectual Property Rights attaching to that Material.

(c) “Developed IP” means the Material produced by the Company in the course of providing the Services, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to that Material.

(d) “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this Agreement.

(e) “Material” means tangible and intangible information, documents, reports, drawings, designs, software (including source and object code), inventions, concepts, data and other materials in any media whatsoever.

17 WARRANTIES

(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.

(b) 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.

18 LIABILITY

18.1 LIABILITY

To the maximum extent permitted by law, the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement is limited to the amount paid by the Client to the Company under the most recent Purchase Order.

18.2 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 the Company. The Company will not be liable for any personal injury, death or loss or damage to tangible property.

19 SUBCONTRACTING

The Company may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.

20 PERSONAL PROPERTY SECURITIES

The Client grants a security interest in all of its present and after acquired property and in all of its present and future rights, title, estate and interest, whether legal and equitable, in relation to any personal property, including any debts owed to the Client, in favour of the Company to secure the performance of its liabilities and obligations under this Agreement.

If requested by the Company the Client must immediately sign any documents, provide all necessary information and do anything else required by the Company to ensure that the security interest created in the Company’s favour is a perfected security interest.

The Client must not grant any other security interest in favour of any party until the Company has perfected its security interest created under these Terms.

The Client must not do or permit anything to be done that may result in the security interest granted to the Company ranking in priority behind any other security interest.

The Client acknowledges that these Terms constitute a security agreement for purposes of the PPSA and the Client will do all things necessary to enable a security interest to be registered under the PPSA, and will comply with all requirements of the PPSA.

To the fullest extent permitted by the PPSA, the Client agrees to contract out of the application of the provisions listed in sections 115(1) and 115(7) and the sections listed therein shall not apply.

The Client hereby waives any rights the Client may otherwise have to:

(a) receive any notices or statements the Client would otherwise be entitled to receive under sections of the PPSA including for the avoidance of any doubt the sections referred to in sections 115(1) and 115(7) of the PPSA;

(b) apply to a Court for an order concerning the removal of an accession under section 97 of the PPSA;

(d) receive a copy of a verification statement confirming registration of a financing statement, or a financing change statement, relating to any security interest created under this document.

For the purpose of this clause and other relevant clauses in this Agreement, “PPSA” means the Personal Property Securities Act 2009 (Cth) and “PPS Register” means the register established and maintained under that Act. The expressions “accession”, “collateral”, “financing statement”, “financing change statement”, “security agreement”, “security interest”, “perfected security interest” and “verification statement” have the meanings given to them under, or in the context of the PPSA.

21 TERMINATION

21.1 TERMINATION FOR CONVENIENCE

(a) Either party may end this agreement for no reason, by providing notice to the other party.

(b) This agreement will end 10 Business Days after the day the notice is sent (the End Date).

(i) any Fees for Services already performed up to the End Date (including Services performed to prepare not yet completed deliverables);

(ii) any pre-approved third party costs the Company has incurred on the Client’s behalf up to the End Date.

(d) The Client will pay the Outstanding Amounts to the Company on the End Date, unless otherwise agreed in a written payment plan between the parties.

(e) Once the Outstanding Amounts have been paid, the Company will hand over any completed deliverables.

(f) If the Company terminates this agreement pursuant to this clause, the Company will make reasonable efforts to handover the remaining scope of Services to the Client, so the Client can source an alternative provider.

21.2 TERMINATION FOR BREACH

(a) 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.

(b) 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.

(c) The other party will have 10 Business Days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period).

(d) After the Rectification Period, the Notifying Party will:

(i) if the Breach has been successfully rectified, notify the other party that the agreement will continue; or

(ii) if the Breach has not been successfully rectified, notify the other party that this agreement is terminated (Termination for Breach Notice).

(e) Following a Termination for Breach Notice, the parties will stop all work under this agreement unless otherwise agreed.

(f) Any disputes regarding termination under this clause must be dealt with in accordance with clause 20. The indemnities, warranties and liability caps in clause 18 will apply to any disputes and resulting claims. Any pre-estimated losses in clause 22.1 will not limit or otherwise effect the Company’s rights under this agreement, at law or otherwise in equity; the Company’s losses resulting from the Client’s breach are likely to far exceed its losses resulting from termination for the Client’s convenience.

21.3 OTHER CONSEQUENCES FOR TERMINATION

If this agreement ends, in addition to the specific consequences set out in clause 22.1 or 22.2 (as applicable), the parties will:

(a) return all property and Confidential Information to the other party;

(b) comply with all obligations that are by their nature intended to survive the end of this agreement; and

(c) stop using any materials that are no longer owned by, or licensed to, them when this agreement ends in accordance with clause 16.

22 DISPUTE RESOLUTION

(a) The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this Agreement prior to commencing any proceedings.

(b) If a party requires resolution of a dispute it must immediately submit full details of the dispute to the chief executive officer of the other party or, if the party is an individual, that individual.

(c) The parties acknowledge that compliance with this clause 23is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except:

(i) in the case of applications for urgent interlocutory relief; or

(ii) a breach by another party of this clause 23.

23 NOTICES

(a) Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in the Client Form and the email’s subject heading must refer to the name and date of this agreement.

(b) 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.

(c) 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.

24 FORCE MAJEURE

(a) 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:

(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

(ii) strike or other industrial action;

(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

(iv) 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.

(b) 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:

(i) reasonable details of the Force Majeure Event; and

(ii) 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.

(c) Subject to compliance with clause 25(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.

(d) 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.

25 GENERAL

25.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, 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.

25.2 BUSINESS DAYS

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.

25.3 AMENDMENTS

This agreement may only be amended in accordance with a written agreement between the parties.

25.4 WAIVER

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.

25.5 SEVERANCE

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.

25.6 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

25.7 ASSIGNMENT

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.

25.8 COUNTERPARTS

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

25.9 COSTS

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.

25.10 ENTIRE AGREEMENT

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.

25.11 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (gender) words indicating a gender includes the corresponding words of any other gender;

(c) (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;

(d) (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;

(e) (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;

(f) (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;

(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(i) (includes) the word “includes” and similar words in any form is not a word of limitation;

(j) (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; and

(k) (currency) a reference to $, or “dollar”, is to Australian currency, unless otherwise agreed upon in writing.

BELT WISE BUSINESS TERMS AND CONDITIONS

This website uses cookies.