Bond Conveyancing Referral Services Agreement

Terms & Conditions

1. Definitions and Interpretations

1. 1 In this Agreement the following definitions apply:

Agreement means this agreement, including the Schedule and any annexures or attachments.

Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday in Melbourne, Victoria.

Claim means a demand, claim, action or proceeding made or brought by or against a Party, however arising and whether present or future, fixed or unascertained, actual or contingent.

Client means any person who upon introduction by the Referrer to Bond entered into a Service Agreement.

Commencement Date means the date specified in Item 1 of the Schedule or a later date as agreed between the Parties in writing.

Completed Transaction means a Transaction that has been settled and no Services are further required for its completion, and that all fees and payments relating to it have been paid to Bond in full.

Confidential Information means information which at any time is in the knowledge, possession or control of any person, or any subsidiary or agent of that person, relating to the business activities or products of that person, or any subsidiary of that person, including information relating to –

(a) all the financial books and business records and all other information concerning the business, financial, taxation or accounting matters and affairs of a person;

(b) a trade or business secrets, know-how, improvements, recipes, technology, processes, methods, operations, information, ideas, concepts, research or research data, whether or not reduced to material form, drawings, designs, plans, papers, models and scientific, technical and product information;

(c) information about the commercialisation of any Intellectual Property rights or the further development of any process, invention or thing in respect of which any Intellectual Property rights exist;

(d) Corporate, business or marketing development and expansion strategy and opportunities, projections, reports, lists, data, training materials and other documents and materials;

(e) customer information, customer lists and customer information proprietary to customers;

(f) third party information and any agreements and arrangements with third parties, whether legally enforceable or otherwise; and

(g) computer software;

but does not include information that is in the public domain other than as a result of a breach of some obligation of confidentiality.

Corporations Act means Corporations Act 2001 (Cth).

Initial Term means the period specified in Item 2 of the Schedule, starting from the Commencement Date.

Insolvency Event in relation to a person means anything that reasonably indicates a significant risk that a person is or will become unable to pay its debts as they fall due. This includes any of the following:

(a) the person commits any act which is defined as “an act of bankruptcy” under the Bankruptcy Act 1966 (Cth);

(b) a meeting of the person’s creditors being called or held;

(c) a step being taken to make the person bankrupt or to wind the person up;

(d) the appointment of a controller or administrator as defined in section 9 of the Corporations Act;

(e) the person entering into any type of agreement, composition or arrangement with, or assignment for, the benefit of all or any of its creditors;

(f) the person being made subject to a deed of company arrangement;

(g) a step being taken to have a receiver, receiver and manager, liquidator or provisional liquidator appointed to the person or any of its assets; or

(h) in the case of an individual, the person dies, is imprisoned or becomes incapable of managing his or her own affairs; and

(i) if the party is a trust, a resolution is passed or an order is made or other action is taken for the winding up of the relevant trust.

Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to copyright, Trademarks, trade and business names, designs, patents, inventions, and all know-how relating to the business or provision of services (including techniques, ideas, methodologies) and other results of intellectual activity in any field whether or not registrable, registered or patentable. It includes, but is not limited to:

(a) the branding, trade names, business names and domain names (including internet domain names, social media accounts and email address names) used in relation to a business;

(b) the Trademarks, service marks, registered designs, trade secrets, know-how, scientific, technical, product and marketing information used in or forming part of a business;

(c) internal business documents including, but not limited to, operation guidelines, contract templates and/or marketing material;

(d) all copyright, moral rights, database rights, computer programs, logos, patents, designs, drawings, discoveries, inventions, improvements and similar industrial or intellectual property rights in whatever form and on whatever media, used in or forming part of a business; and

(e) the client database, financial information and business plans of a business.

Lead means a person who has referred to Bond by the Referrer as a potential client who wishes to be provided with the Services.

Liability means any liability or obligation in relation to any Claim or Loss, however arising, including penalties, fines and interest including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.

Loss means any damage, loss, costs, claim or expense (including legal costs and expenses).

Party means a party to this Agreement, and Parties means all parties to this Agreement.

Priority Rules means the priority rules as set out in clause ‎3.3.

Referral Fee means the sum specified in Item 5 of the Schedule, to be paid, to the Referrer by Bond for the referral of a Client, following a Completed Transaction and subject to clause ‎3,.

Referral Services mean the introduction of a Lead to Bond in exchange for a Referral Fee, under the terms of this Agreement.

Related Party in respect of a person means an associate of the person for the purposes of sections 11 to 16 (inclusive) of the Corporations Act;

Renewal Term means the period specified in Item 3 of the Schedule.

Representative in respect of a person means anyone who is a director, officer, employee, agent, contractor, adviser or Related Party of or to that person.

Restraint Period means the period of twelve (12) months after the date of termination or expiry of this Agreement.

Schedule means the Schedule of the Referral Services Agreement signed by the Parties.

Service Agreement means an agreement or an authorisation signed by a person which authorises Bond to act on behalf of that person in providing the Services.

Services means the conveyancing services as provided by Bond to its clients.

Service Fee means the fee payable to Bond by a Client for the provision of the Services.

Term means the Initial term of this Agreement as specified in Item 2 of the Schedule, including the Renewal Term (if applicable) and any overholding (if applicable) unless earlier terminated in accordance with this Agreement.

Terms means the terms and conditions of the Agreement as detailed in this document.

Trademarks means a Party’s business name, logo and/or any other trademarks (whether registered or unregistered) which may be nominated by that Party in writing from time to time.

Transaction means the conveyancing transaction facilitated by Bond as part of the Services. For the avoidance of doubt, if a Client requires two conveyancing services, the purchase of a property and the sale of a property, this will be considered as two Transactions.

1.2 In this Agreement, unless the context otherwise requires:

(a) a reference to:

(i) this Agreement or another instrument includes this Agreement or that instrument as amended, novated, supplemented, or replaced from time to time;
(ii) the singular includes the plural and vice versa and a gender includes all genders;
(iii) a clause, paragraph or schedule is a reference to a clause, paragraph or schedule of this Agreement;
(iv) a “Party” means a party to this Agreement, and includes that party’s successors and permitted assignees;
(v) a “person” includes a natural person, a corporation, an incorporated association, a statutory corporation, the crown and any other type of legal entity;
(vi) a person extends to and includes its personal representatives, successors and permitted assigns;
(vii) any law or legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision; and
(viii) time is a reference to Melbourne, Victoria, Australia time; and
(ix) dollars or “$” means Australian dollars and a reference to payment means payment in Australian dollars unless expressly stated to the contrary;

(b) if the day in which any act, matter or thing is to be done under this Agreement is not a business day, that act, matter or thing may be done on the next business day;

(c) where a Party referenced in this Agreement comprises two or more persons, all members of that Party are bound jointly and severally;

(d) headings are for convenience only and are ignored in interpreting this Agreement;

(e) the word ‘including’ or ‘includes’ means ‘including but not limited to’ or ‘including without limitation;

(f) where a word or phrase is defined, its other grammatical forms have a corresponding meaning; and

(g) the wording of this Agreement should not be construed against the Party who proposes its inclusion or the Party who is responsible for the drafting of this Agreement.

2. Acceptance of the Terms

2.1 The Parties agree that by signing the Schedule, each Party agrees to be bound by each of the Terms, as detailed in this document.

2.2 The Parties acknowledge that these Terms, together with the signed Schedule and any variations agreed between them in writing (if any), represent the entire agreement and understanding between the Parties regarding this Agreement.

3. Term and Renewal Term

3.1 This Agreement commences on the Commencement Date and continues for the Term.

3.2 Either Party may, by written notice to the other, not more than four (4) months and not less than two (2) months before the end of the Initial Term, request a renewal of this Agreement for the Renewal Term, upon the same terms and conditions as this Agreement, unless otherwise agreed in writing by the Parties.

4. Referrals Services

4.1 Referral

(a) The Referrer will refer Leads and facilitate the introduction of potential clients to Bond for the purpose of the Client engaging Bond for the provision of the Services.

(b) The Referrer is under no obligation under this Agreement to refer a minimum number of Leads to Bond during the Term.

(c) The Parties acknowledge and agree that:

(i) the main purpose of this Agreement is the entry by a Client into a Service Agreement with Bond;
(ii) The Referrer shall be entitled to a Referral Fee only in connection with the entry by Bond into a binding Service Agreement with a Client introduced by the Referrer, resulting in a Completed Transaction;
(iii) neither the potential Client nor Bond, are under any obligation to enter into a Services Agreement; and
(iv) Bond may undertake a conflict of interest check in respect of any Lead, in accordance with good industry practice, upon contacting the Lead and prior to Bond entering into a Service Agreement with the Lead.

(d) Bond shall notify the Referrer within five (5) Business Days of the later date of:

(i) the completion of a Transaction by a Client for whom Bond has provided the Services; or
(ii) the payment to Bond of the Service Fee by the Client.

4.2 Exceptions

(a) This Agreement does not apply, and no Service Fee is payable under this Agreement, where:

(i) a third-party channel partner or referrer has priority under the Priority Rules set out in clause ‎3.3;
(ii) Bond declines to provide the Services because a conflict of interest exists or may exist regarding a Lead; or
(iii) Bond considers that the provision of Services is not commercially viable (including where the Lead is unwilling to communicate with Bond) or would place Bond in breach of any professional obligation, or where Bond otherwise has a good cause.

(b) Where clause ‎3.2(a) applies, Bond shall notify the Referrer immediately.

4.3 Priority Rules

(a) The Referrer acknowledges and agrees that:

(i) Bond may be a party to a number of channel partnerships and other referral arrangements that may give rise to multiple referrals relating to the same property, Lead or Client, or Transaction;
(ii) only one referral fee is payable for the Services provided by Bond; and
(iii) to ensure fairness, priority rules should be applied to determine who is paid the referral fee for the Services the subject of multiple referrals.

(b) Where a Service is provided to a Client that is the subject of multiple referrals, the referral fee is payable to the referral/channel partner who made the first referral based on the date and time of the referral being made that directly results in Bond providing the Services to the Client.

(c) If a dispute arises in respect of the Priority Rules (including relating to multiple referrals falling within the same priority level), the matter will be determined by Bond in consultation with the persons the subject of the dispute, and where Bond shall consult with the Referrer prior to resolving such dispute.

4.4 Qualification

This clause ‎3 only applies to a Service Agreement entered into by a Client within six (6) months from the date that the Referrer refers that Client to Bond.

5. Fees and Payment

5.1 Referral Fee

(a) Subject to the conditions of clause ‎3, Bond shall pay the Referrer the Referral Fee set out in Item 4 of the Schedule, upon completion of the Client’s Transaction.

(b) The payment of the Referral Fees shall be made within 7 days of the 15th of the month following of a Completed Transaction associated with the Client, in accordance with Item 4 of the schedule.

(c) The Referrer shall be entitled to the Referral Fee where:

(i) Bond provides the Services to a Client that resulted from the Referrer’s referral;
(ii) The Services have resulted in a Completed Transaction; and
(iii) The Referrer has priority under the Priority Rules.

(d) The Referral Fee are exclusive of GST and are the total amount that the Referrer is entitled to as the fee for the referral of the Client to Bond.

6. Intellectual Property

6.1 License

(a) Each Party grants the other Party a non-exclusive, non-transferable, nonperpetual, royalty-free licence to use each other’s Intellectual Property, made available by the granting Party, to the extent necessary for a Party to perform its obligations and exercise its rights under this Agreement (the License).

(b) The Parties must use the Intellectual Property of another Party in accordance with the terms of this Agreement and with any reasonable guideline notified by the Party that owns the Intellectual Property to the other Party.

(c) The Licence begins on the Commencement Date, or on another date as agreed between the Parties, and continues for the Term.

6.2 Parties’ Acknowledgement

Each Party acknowledges that:

(a) any goodwill in the Intellectual Property, that arises as a result of or in connection with its use of the other Party’s Intellectual Property, shall be ensured exclusively for the sole benefit of the other Party and upon the expiry or termination of this Agreement, no monetary amount shall be assigned, attributable, due or payable to the Party for any goodwill associated with the use of the Intellectual Property under the License; and

(b) the other Party has right, title and interest in the other Party’s Intellectual Property and undertakes not to take, at any time or any place, any action that would or might be averse to the other Party’s rights, title or interest in the Intellectual Property, including without limitation:

(i) claiming any right, title or interest in the other Party’s Intellectual Property;
(ii) attempting to register any of the other Party’s Trademarks anywhere in the world;
(iii) invalidating or putting in dispute the other Party’s title or status as unencumbered proprietors of the other Party’s Intellectual Property;
(iv) opposing any application or registration or renewal of registration of the other Party’s Trademarks or invalidating or supporting an application to remove any registration of the other Party’s Trademarks; or
(v) assisting, being involved in, or procuring directly or indirectly any of the acts specified in clauses ‎0(b)(i) to ‎0(b)(iv) above or engaging in conduct that is substantially similar to the acts specified in clauses ‎0(b)(i) to ‎0(b)(iv) or having a substantially similar effect.

6.3 Parties’ obligations

(a) Each Party must use its best endeavours to preserve the value and validity of the other Party’s Intellectual Property, and in particular must:

(i) use the Intellectual Property as directed by the other Party from time to time and otherwise in accordance with the terms of the Licence;
(ii) refrain from using the other Party’s Intellectual Property in any manner which may prejudice the other Party’s rights or interests in the Intellectual Property;
(iii) assist the other Party, as may be necessary or appropriate in the other Party’s opinion, to maintain and protect its right, title and interest in the Intellectual Property; and
(iv) refrain from using any other trademarks or signs which are substantially identical or deceptively similar to or so nearly resemble any of the other Party’s Trademarks as so be likely to cause deception or confusion among the public.

(b) Each Party must not:

(i) in any manner, without the written consent of the other Party, describe itself or hold itself out as the agent of the other Party and the other Party shall not be or become liable whatsoever in respect of the provision or supply of any services or any other transactions entered into by a Party with any other party;
(ii) grant any right, licence or authority to any third party, whether at common law or otherwise, to use the other Party’s Intellectual Property in relation to any goods or services;
(iii) represent the Intellectual Property or use the other Party’s name, without submitting to the other Party the proposed marked goods or services for its prior consent and approval;
(iv) do any act that would affect or adversely detract, in the complete discretion of the other Party, or the reputation of the other Party; and
(v) engage in any conduct or assist or induce any other person to engage in any conduct, or be in any way, directly or indirectly knowingly concerned in, or a party to, any conduct that has the purpose or effect or is likely to have the purpose or effect of damaging the business, reputation, goodwill, public perception or image of the other Party.

7. Confidential Information

7.1 Security

Each Party agrees that, unless it has the prior written consent of the other Party, it must:

(a) keep confidential at all times the Confidential Information of the other Party;

(b) at all times treat Confidential Information as secret and confidential and as the property solely of the Party to whom it belongs;

(c) not use, copy, make records or take extracts of any Confidential Information for any purpose other than for purposes connected with this Agreement; and

(d) ensure that any personnel or professional advisor to whom a Party discloses another Party’s Confidential Information is aware of, and complies with, the provisions of this clause ‎6.1.

7.2 Disclosure required

The obligations of confidentiality in clause ‎6.1 do not apply to any disclosure:

(b) for the purpose of performing this Agreement or exercising a Party’s rights under this Agreement;

(c) required by law (including under any legal profession rules or the rules of any stock exchange); or

(d) of Confidential Information which:

(i) is publicly available through no fault of the recipient of the Confidential Information or its personnel; or
(ii) was rightfully received from a third party without restriction or without breach of any agreement.

7.3 Return of information

(b) Except to the extent that a Party (first Party) has ongoing rights to use Confidential Information, the first Party must, at the request of the other Party, promptly return to that other Party or destroy all Confidential Information of that other Party, which is in the first Party’s possession or control.

(b) Nothing in this clause ‎6.3 requires a Party to return information that it is required by law to retain (including, in the case of Bond, under its professional rules of conduct), provided that this clause ‎6 continues to apply to that information.

7.4 Remedies

(a) Each Party acknowledges that any use or disclosure of another Party’s Intellectual Property in breach of this Agreement may result in material loss to the relevant other Party that may not be adequately compensated by the payment of damages. That other Party is entitled to equitable relief, including enforcing its rights by specific performance and injunction proceedings.

(b) Without limiting any other right or remedy available to a Party, a Party may immediately (and without notice) restrict or suspend this Agreement where a Party considers that another Party is using or disclosing or attempting to use or disclose the Party’s Intellectual Property in breach of this Agreement.

(c) A Party must not dispute, or do any act or omission, that is inconsistent with each other Party’s Intellectual Property Rights.

7.5 Survival

The obligations of this clause ‎6 survive the expiration or termination of this Agreement.

8. Restrained Activity

8.1 The Referrer agrees with Bond that in order to protect Bond’s Intellectual Property and goodwill, the Referrer and its Representatives shall not, during the Term and the Restraint Period, whether separately, jointly with or on behalf of any other person as principal, partner, agent or otherwise on any account or pretence, do any of the following:

(a) approach, induce, solicit, persuade or attempt to do so to a person who is a Client of Bond to cease its engagement with Bond;

(b) interfere to the detriment of Bond with the relationship between Bond and a Lead or a Client or any employee or service provider of Bond; or

(c) directly or indirectly persuade, induce, encourage or procure any employee employed by Bond to terminate the employee’s employment and/or to become employed by or directly or indirectly interested or associated with any other business, firm or undertaking.

8.2 The Parties agree that the restraints imposed in this clause ‎7 are reasonable and are reasonably necessary, having regard to the interests of each Party, extend no further (in any respect) than it is reasonably necessary, and are seeking solely to protect each Party and its Intellectual Property and legitimate business interests.

8.3 The parties agree that this clause ‎‎7 survives the termination of this Agreement.

8.4 If any part of an undertaking in this clause ‎‎7 is unenforceable, it may be severed without affecting the enforceability of the rest of that undertaking or the other undertakings.

9. Warranties and Obligations

9.1 General Obligations

Each Party must:

(a) not represent itself as an agent, representative, partner or related party (or similar) of another Party unless agreed by that other Party in writing;

(b) must not engage in any inappropriate or illegal conduct, or any conduct which would place the Referrer at risk of prosecution under the Competition and Consumer Act 2010 (Cth) or expose another Party to claims on the grounds of misrepresentation, duress, unconscionable conduct or misleading and deceptive conduct, whether under statute or at common law; and

(c) must comply with all statutory requirements relevant to its activities under this Agreement (including the requirements under the Competition and Consumer Act 2010 (Cth)).

9.2 Bond Warranties

(a) Bond represents and warrants that, at all times during the Term, Bond holds all current and effective governmental licences, approvals, practising certificates or authorisations (howsoever called) as required for the provision of the Services in the relevant State or Territory of Australia (Authorisations).

(b) Bond shall promptly inform the Referrer if at any time any of such Authorisations are revoked, suspended, cancelled, materially amended or otherwise cease to be in full force and effect.

(c) Bond must not provide the Services to a Client that conflict or will potentially conflict with the business of Bond, or which it does not hold the relevant Authorisation to do so.

9.3 Inability to perform

If Bond becomes unable in part or whole to perform the Services under this Agreement as a result of an event outside its reasonable control, Bond shall notify the Referrer of such event and its likely duration, and by doing so, suspend performance of the Services under this Agreement, while the event or its consequence continues, and resume performance as soon as practicable.

10. Indemnity

10.1 To the extent permitted by law, the Referrer indemnifies Bond (and its affiliates, officers, subcontractors, service providers, suppliers, agents and employees) against all Claims, Losses, penalties, costs (including legal costs on a full indemnity basis) and expenses incurred or suffered by Bond, arising from or in connection with:

(a) any failure by the Referrer to observe and perform its obligations under this Agreement;

(b) Any Claims made by a Client with respect to the Referral Services; or

(c) A breach of any laws by the Referrer arising out of the provision of the Referral Services.

11. Liability

11.1 Liability

Subject to clause ‎9 and to the remaining provisions of this clause ‎10:

(a) no Party has any liability to the other under or in connection with this Agreement or in respect of the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise; and

(b) a Party’s sole remedy in respect of any breach or other issue under or in connection with this Agreement or in respect of the Services is to terminate this Agreement under clause ‎11.

11.2 Exclusion

Clause ‎10.1 does not apply to any liability of a Party, under or in connection with this Agreement, for:

(a) personal injury or death;

(b) the fraud, recklessness, wilful misconduct or gross negligence of another Party;

(c) a criminal penalty or fine which a Party is required to pay for any contravention by it or any applicable law;

(d) any amount in respect of which is illegal, void or unenforceable under any applicable law;

(e) any use or disclosure of another Party’s Intellectual Property other than in accordance with this Agreement; or

(f) breach of clause ‎6.

11.3 Remedies

Nothing in this Agreement is intended to limit the right of a Party to obtain equitable relief, including enforcing its rights by specific performance or injunction proceedings.

11.4 Limitation

To the extent permitted by law, each Party’s warranties are limited to those set out in this Agreement and any implied condition or warranty is excluded.

11.5 Insurance

At its own expense, each Party must maintain in effect insurance policies, with a reputable third-party insurance company, that a prudent entity would maintain to protect its business against standard commercial risks and taking into account the Party’s risks and potential liabilities under this Agreement.

12. Termination

12.1 Termination by notice

Either party may terminate the Agreement at any time by thirty (30) days written notice to the other party.

12.2 Default Event

A Default Event will occur if:

(a) a Party fails to observe its obligations under clause ‎8;

(b) a Party or any person engaged by a Party who provides the Services to a Client is involved in any fraudulent activity which (in the reasonable discretion of another Party) would result in the defaulting Party being unsuitable to continue to provide the Services or bring the other Parties into disrepute;

(c) in relation to a breach that is capable of remedy, the defaulting Party fails to remedy that breach within 14 days after receiving written notice of a breach of this Agreement from a non-defaulting Party;

(d) a Party commits a breach of this Agreement which is not capable of remedy; or

(e) a Party is the subject of an Insolvency Event.

12.3 Default rights

If a Default Event occurs, a non-defaulting Party may:

(a) terminate this Agreement with immediate effect by notice in writing to the defaulting Party; and

(b) recover from the defaulting Party as a liquidated debt payable on demand:

(i) any costs incurred by the non-defaulting Party as a result of the Default Event; and
(ii) all amounts owing under this Agreement.

12.4 Consequences of Termination

(a) On termination of this Agreement each Party shall, at its sole cost and expense:

(i) immediately cease using the Intellectual Property of the other Party other than to the extent necessary for the Parties to complete the Services;
(ii) immediately return and cease using all information, documents, equipment or other goods (in whatever form) that bear representations of any of the other Party’s Intellectual Property;
(iii) immediately remove all signage and other representations relating to or incorporating any of the other Party’s Intellectual Property from any property occupied or used by it; and
(iv) do all such acts and execute all such documents as may be necessary or prudent to transfer all rights, title and interests in the other Party’s Intellectual Property, including each of the Trademarks, to the other relevant Party.

13. Disputes Resolution

13.1 If there is a dispute regarding this Agreement (Dispute) and the Parties cannot reach an agreement on the Dispute, the Party claiming that a Dispute has arisen must notify the other Parties in writing specifying details of the Dispute.

13.2 The Parties agree to each use their reasonable endeavours to resolve the Dispute through:

(a) informal negotiation between the Parties within 30 Business Days of the issue of the notice of dispute; if not resolved, then

(b) an agreed mediation procedure within 30 Business Days of the notification of the outcome of informal negotiation under clause ‎12.2(a).

13.3 A Party must not commence legal action unless that Party has complied with clause ‎12.2.

13.4 Bond shall continue to perform the Services in compliance with this Agreement and a Service Agreement, despite and during any negotiation or mediation being conducted under this clause ‎12.

14. Assignment

14.1 A Party may not assign any right or obligation under this Agreement without the prior written consent of the other Party, which may not be unreasonably withheld, provided that:

(a) each Party has been paid all amounts owing to it by the other Party under this Agreement; and

(b) the assignee enters into a deed of assignment with the other Party, in a form reasonably required by the other Party.

15. Goods and Services Tax (GST)

15.1 Interpretation

In this clause ‎14:

(a) A word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) has the meaning given to it in that Act; and

(b) GST Amount means in relation to a Taxable Supply the amount of GST payable in respect of that Taxable Supply

15.2 GST exclusive

Unless otherwise stated, any amount specified in this Agreement as the consideration payable for any taxable supply does not include any GST payable in respect of that supply.

15.3 Liability to pay GST

If a Party makes a taxable supply under this Agreement (Supplier), then the recipient of the taxable supply (Recipient) must also pay, in addition to the consideration for that supply, the amount of GST payable in respect of the taxable supply at the time the consideration for the taxable supply is payable.

15.4 Tax invoice

Notwithstanding the foregoing, the Recipient is not obliged under this Agreement to pay the amount of any GST payable until the Supplier provides it with a valid tax invoice for the taxable supply.

15.5 Adjustment event

If an adjustment event arises in relation to a taxable supply made by a Supplier under this Agreement, the amount paid or payable by the Recipient pursuant to clause 16.3 will be amended to reflect this and payment will be made by the Recipient to the Supplier or vice versa as the case may be.

15.6 Non merger

This clause does not merge on completion and will continue to apply after expiration or termination of this Agreement.

16. Notices

16.1 Giving Notice

Subject to clause ‎15.4, any notice (which includes, without limitation, a demand, request, consent, approval and any other communication made, required or authorised under this Agreement) given under this Agreement must be:

(a) in writing;

(b) directed to the recipient’s address or email address specified in Item 5 of the Schedule, as may be varied by the recipient from time to time; and

(c) hand delivered or sent by prepaid post to that address or sent by email to that email address.

16.2 Receipt of Notice

A notice given in accordance with clause ‎15.1 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 email, when the email (including any attachment) is sent to the receiving Party at that email address, unless the sending Party receives a notification of delivery failure within 24 hours of the email being sent.

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.

16.3 Address for notice

The address for service of each Party is set out in the Parties’ details section of this Agreement. A Party may change its address for service by giving notice of that change in writing to the other Parties.

16.4 Other modes of service permitted

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

17. Miscellaneous

17.1 Costs

Except as otherwise set out in this Agreement, each Party must pay its own costs and expenses in respect of the negotiation, preparation, execution, delivery and stamping of this Agreement and any documents entered into pursuant to or in respect of this Agreement.

17.2 Relationship of the parties

(a) The relationship between the Parties is that of independent contractors and not of employer/employee, principal/agent, joint venture, partnership or otherwise.

(b) A Party will have no authority or power for or on behalf of any other Party to enter into any contracts or to assume any obligations on behalf of the other Party.

17.3 Amendment

No variation of this Agreement will be of any force or effect unless it is in writing and signed by the Parties.

17.4 Entire Agreement This Agreement:

(a) contains the entire agreement and understanding between the Parties on everything connected with the subject matter of this Agreement; and

(b) supersedes any prior agreement or understanding on anything connected with that subject matter.

17.5 Waiver

The failure, delay, relaxation or indulgence on the part of any Party in exercising any power or right conferred upon that Party by this Agreement does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of or the exercise of any other power or right under this Agreement.

17.6 Severance

If any provision of this Agreement is invalid and not enforceable in accordance with its terms, all other provisions that are self-sustaining and capable of separate enforcement with regard to the invalid provision are and continue to be valid and enforceable in accordance with their terms.

17.7 Counterparts

This Agreement may be executed by any number of counterparts and all of those counterparts taken together constitute one and the same instrument.

17.8 Further assurances

Each Party must, and must procure that each of its employees and agents must sign, execute and deliver all deeds, documents, instruments and acts reasonably required of it or them by notice from another Party to effectively carry out and give full effect to this Agreement and the rights and obligations of the Parties under it.

17.9 Governing law and jurisdiction

This Agreement is governed by, and is to be construed in accordance with, the law of the State of Victoria, Australia and the Parties submit to the non-exclusive jurisdiction of the Courts of the State of Victoria and any court hearing appeals from those Courts.

17.10 Exercise of rights

(a) Unless expressly required by the terms of this Agreement, a Party is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this Agreement.

(b) A Party may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this Agreement. Any conditions must be complied with by the Party relying on the consent, approval or waiver.

17.11 Remedies cumulative

Except as provided in this Agreement and permitted by law, the rights, powers and remedies provided in this Agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this Agreement.

17.12 Authority to bind

The person singing this Agreement warrants that he or she is duly authorized to do so and:

(a) In the case of a corporation, is a director with authority to bind the corporation; and

(b) In the case of a trustee of a trust he or she has the authority to bind the trust and warrants that there is a right of indemnity out of the assets of the trust under the trust.

(Version June 2024)

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