Standard Terms and Conditions
We will provide our services to you on the terms set out below.
These Terms form part of our agreement with you and should be read together with the Engagement Letter we provide for each matter. The Engagement Letter sets out the scope of the work you have asked us to undertake and our proposed fees or fee estimate.
You accept these Terms by signing and returning the Engagement Letter, instructing us to commence or continue providing services, or paying our fees.
Please contact us if you have any questions about these Terms or your Engagement Letter.
1 Interpretation and Construction
1.1 Definitions
In these Standard Terms and Conditions, unless the context requires otherwise, the following words have the following meanings:
(a) Associated Individuals means all directors, shareholders holding >20% shareholding, partners, trustees, controllers (i.e. appointors, guardians) and/or primary beneficiaries of the relevant Entity;
(b) Company means Walker Wayland Advantage Pty Ltd ACN 104 916 574 trading as Walker Wayland Advantage and each Related Company
(c) Client means the Client as provided on page one (1) above, including any person, organisation, or other entity that has requested the supply of services from the Company as stated on any order, invoice or document;
(d) Entity means a company, trust, partnership or other entity;
(e) Fees means any fees, disbursements, charges or other money due and owing to the Company on account of providing the Services;
(f) Guarantor means, in the case the Client is a body corporate, each director or principal of the body corporate, in the case of a natural person, that person, in the case of a trustee, unless specified otherwise in these Terms, each trustee of the trust, in the case of a non-body corporate, each general partner, or person of similar position to a director of a company;
(g) Intellectual Property means all processes, procedures, methodologies, techniques, inventions and/or know-how whether registered, unregistered, or capable of registration, including without limitation trademarks, designs, patents, copyright, and patents;
(h) Related Company means a body corporate which is related to the Company within the meaning of section 50 of the Corporations Act 2001 (Cth), and any other associated company nominated by the Company.
(i) Request means any request made by the Client to the Company for the supply of services;
(j) Engagement Letter means our email to you setting out our scope of work, Accounting Fees and Audit Fees;
(k) Price means the price payable for the supply of services in accordance with clause 5;
(l) Accounting Fees means the fee for accounting services as outlined in the Engagement Letter;
(m) Audit Fees means the fee for audit services as outlined in the Engagement Letter;
(n) Services means the scope of work outlined in the Engagement Letter, and any other services rendered by the Company to the Client, at the Client’s request; and
(o) Terms means these Terms and conditions of business which apply to any supply of services by the Company to the Client.
1.2 Construction
(a) a reference to these Terms or another agreement between the parties includes any variation or replacement;
(b) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(c) the singular includes the plural and vice versa;
(d) the masculine includes the feminine and neuter and vice versa;
(e) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes, employees, agents and permitted assigns;
(f) an obligation, agreement, representation or warranty on the part of or in favour of two or more persons binds, and/or is for the benefit of them jointly and severally;
(g) a reference to anything is a reference to the whole or any part of it; and
(h) references to parties or clauses are, unless otherwise stated, references to the parties and clauses contained in these Terms.
2 Acceptance
2.1 The Client warrants that it has the power to enter into these Terms, is solvent and able to pay its debts as and when they fall due, and these Terms create a binding and legal obligation and all information provided to the Company by the Client is true and correct in all material respects.
2.2 The Client acknowledges these Terms apply to any Engagement Letter or Request or other provision of Services and the Client accepts these Terms without amendment and agrees to be bound by them.
2.3 These Terms become effective on the signing of page one (1) above. If the Client fails to sign these Terms for any reason but continues to instruct the Company to provide services or accept one of the Company’s workers on assignment, this agreement shall constitute a legal relationship between the Company and the Client, and its terms shall be binding.
2.4 These conditions of assignment will remain in force for all future assignments, until this agreement has been validly terminated (excepting that some clauses may survive the termination of this agreement).
2.5 Any variation of these Terms must be in writing and signed by both parties.
2.6 The Client agrees that these Terms apply over any other document or agreement to the extent of any inconsistency.
2.7 If the Client is the trustee of a trust, then in addition to that entity the trustee agrees to bind all trusts of which the entity is a trustee from time to time.
3 Engaging the Company
3.1 These Terms are to be read in conjunction with the Engagement Letter.
3.2 When the Client accepts these Terms:
(a) The Client agrees to engage the Company as the Client’s exclusive Accounting practice and accounting services provider;
(b) The Client agrees to engage the Company on an ongoing monthly basis, which is terminable by written notice prior to the start of the next month; and
(c) The Client is bound by these Terms and will be billed accordingly.
3.3 The Company will not continue to do work for the Client if the Client fails to provide the Company with adequate instructions within a reasonable time, gives instructions that are false or misleading, or has no genuine desire to pay the debt (in our reasonable opinion), or for other just cause.
4 Who the Company acts for and personal guarantees
4.1 If the Company has accepted instructions from the Client for work to be undertaken for a company, then the Company acts only for that company. The Company does not act for the directors of the company (including in their personal capacities), and the Company does not provide advice to the directors or to the company as to the directors’ personal liability.
4.2 If the Company has accepted instructions for work to be undertaken for an Entity, the Company does so on the condition that each Associated Individual is personally jointly and severally liable with the Entity for the payment of the Fees. By signing these Terms, an Associated Individual agrees to give this personal guarantee.
4.3 If the Company has accepted instructions for work to be undertaken for two or more individuals, the Company does so on the condition that each individual is jointly and severally liable for the payment of the Fees.
4.4 If the Company is required to repay, refund or disgorge any amounts paid to the Company by an Entity under these Terms, each Associated Individual agrees to be personally liable to repay to the Company those amounts.
5 The nature of services the Company provides
5.1 The Company is only engaged to perform the specific scope of work outlined in the Engagement Letter.
5.2 The Company is an Accountancy services business. The Company does not provide any other business or financial services.
5.3 The Company is a credit provider on the grounds that it provides its Services as a line of credit, and payment is deferred to a later date.
5.4 The Company is not a law firm and does not provide legal advice. The Company is not insured under any professional indemnity scheme approved for legal practitioners.
5.5 The Company is not licensed to provide financial product advice under the Corporations Act 2001 (Cth). The Company strongly recommends that the Client considers taking advice from the holder of an Australian Financial Services Licence before making a decision on any financial product that may impact on the Company’s advice and assistance to the Client.
5.6 The Company cannot guarantee any results or outcomes from the Company’s engagement.
5.7 The Company may issue an Engagement Letter upon the Client’s request or otherwise accept a Request for the supply of services from the Client.
5.8 Any Engagement Letter issued by the Company remains open for acceptance from the time stated on the Engagement Letter or otherwise for thirty (30) days unless withdrawn earlier. All Engagement Letters are estimates only and are subject to withdrawal, correction or alteration at any time prior to the Company’s acceptance of the Client’s Request. All amounts and prices stated on the Engagement Letters are as at the date of the Engagement Letters.
5.9 The Company reserves the right, whether or not a Request has been accepted and without notice to the Client to withhold supply to the Client and will not be liable for loss or damage resulting directly or indirectly from such action, including if the Services cannot be rendered for any reason whatsoever, if the Client is in default of these Terms or if the Company has determined in its absolute discretion that credit should no longer be extended to the Client.
5.10 If the Client cancels a Request, the Client remains liable and shall indemnify and keep indemnified the Company for any and all loss suffered (whether direct or indirect) by the Company as a direct result of the cancellation (including but not limited to loss of profits).
6 Payment, Credit and Price
6.1 The Company will charge the Client the Fees for provision of the Services in accordance with the Engagement Letter, or as varied from time to time. By accepting these Terms, the Client agrees to pay the Fees when due.
6.2 The Company will not refund its Fees (or any part thereof) on the termination of this agreement, whether this agreement is terminated by the Company or the Client.
6.3 The Price is the price determined by the Company, in its absolute discretion, the price in accordance with the Engagement Letter, the price on any invoices rendered by the Company or the Price as at the date of supply in accordance with the Company’s current price list. The Client agrees if there is any change to cost or rates for insurance, duties, exchange rates, labour or any other amounts used to calculate the Price or amounts stated on the Engagement Letter or if those inputs increase in cost then the Client shall be liable for the increase and such increase forms part of the Price.
6.4 Unless stated otherwise, the Price is exclusive of goods and services tax (GST).
6.5 The Client agrees that GST at the prevailing rate at the date of invoice will be included in the amount due and payable on the Price and is payable by the Client in full at the same time as payment of the Price. The Client must also pay any other taxes, charges, duties or imports that may be applicable in addition to the Price, unless expressly included in the Price.
6.6 Unless stated otherwise, time for payment is of the essence and will be payable as nominated by the Company, and may be altered or revoked at any time without notice to the Client, either on or before the delivery of the services, seven (7) days following the date of any invoice provided by the Company to the Client or otherwise as stated on the invoice.
6.7 Payment must be made by cash, cheque, electronic payment, credit card or by any other payment method nominated by the Company.
6.8 The Company may charge to the Client a fee for overdue payments or Client bank fees imposed on payments including credit card payments.
6.9 The Client acknowledges that if the Company supplies the Services on credit, then any credit provided is to be applied wholly or predominately for business purposes.
6.10 The grant of any credit facility or nomination of any credit limit is in the absolute discretion of the Company. The Company may vary, withdraw or suspend any credit facility at any time and without any liability to the Client or any other party. The Client agrees that if payment is outstanding to beyond the Company’s payment term, the amount is immediately due and payable by the Client and the Client shall pay cash on delivery on all future Requests until any amount outstanding is paid to the Company.
6.11 Payment of the Company’s invoice is due within fourteen (14) days of receipt of invoice.
7 Unpaid Invoices, Interest and Costs
7.1 If invoices or monies outstanding are not paid in full by the due date for payment, the Company may charge the Client interest on the unpaid amount to be accrued daily from the date when payment becomes due until the date of payment at the rate of fifteen percent (15%) per annum and interest shall compound at that rate daily, both before and after any judgment obtained by the Company.
7.2 The Client is not entitled to set off, deduct or otherwise withhold payment of any amount due and owing to the Company including where the Client has disputed the invoice or alleged amounts are owed or will become owing by the Company to the Client.
7.3 The Client is liable for all costs and disbursements incurred by the Company or its appointed agents in recovering payment of any outstanding invoice or in enforcing its rights under these Terms, including, but not limited to, legal costs on a standard basis, mercantile agents’ costs or commission and bank dishonour fees.
7.4 The Company is entitled to retain any documents held on the Client’s behalf pending payment of any outstanding monies by the Client.
8 Protection of Intellectual Property
(a) The Company’s Intellectual Property is a key component of its business. The Client agrees that all Intellectual Property, including copyright in documents it produces on the Client’s behalf and all information and documents that the Company provides to the Client, remains the Company’s property unless otherwise agreed in writing.
(b) The Client must not use, disclose or disseminate the Company’s Intellectual Property without the Company’s prior written consent, which may be given or withheld in the Company’s sole discretion.
(c) The Client agrees that it will, if requested by the Company, take steps on the Company’s behalf to protect and enforce its Intellectual Property rights as against third parties.
9 Warranties
9.1 The Company expressly denies and excludes any warranties or conditions which would otherwise be implied to the maximum extent permissible by law including but not limited to merchantable quality, suitability, fitness of purpose, quality, suitability, or otherwise.
9.2 The Client acknowledges and agrees that:
(a) the Client shall rely on its own knowledge and expertise with respect of the purpose of the services and any advice or assistance given by or on behalf of the Company shall be accepted at the Client’s risk and shall not be deemed to have been given as an expert or adviser or be otherwise relied on by the Client; and
(b) the Company shall not be liable nor responsible for any failure to comply with any requirements of the Client or any other person (whether relating to manufacture, design, fabrication, installation and/or any other particulars provided with respect to the intended use of any services or otherwise) which are not accurately communicated in writing to the Company prior to agreement for supply of services.
10 Release and Indemnity
10.1 The Client hereby releases and indemnifies and agrees to keep the Company indemnified from any and all costs, damages, liabilities, expenses or losses including indirect, consequential losses (including but not limited to loss of profit), that the Company may incur in relation to the Client or any third party, where the cost, damage, liability, expense or loss is caused by or contributed to by the services performed, any defect or fault in workmanship or design or their use, a breach of these Terms or for any other reason whatsoever.
11 Limitation of Liability
11.1 The Client agrees, to the fullest extent permissible by law, in relation to any cost, damage, liability, expense or loss (including those contributed or cause by the Company’s negligence or breach of any condition or warranty), if the Client is not a consumer pursuant to the Competition and Consumer Act 2010 (Cth), to limit any claim made to the Company, in the Company’s absolute discretion to: the value of any express warranty provided by the Company to the Client or any warranty to which the Client is entitled; replacement of the services; repay the purchase price in the event that then payment has been received from the Client. In no circumstances shall the Company be liable for any amount in excess of the Price.
11.2 If the Company is required to remedy the services pursuant to the Competition and Consumer Act 2010 (Cth) but cannot do so for any reason whatsoever, the Company may refund the Price, if the Price has been paid by the Client.
11.3 The Company shall not be liable for any damages for personal injury or death, any damage to property and/or any contingent, consequential, direct, indirect, special or punitive damages whether due to negligent act or omission of the Company or its employees or agents or otherwise and the Client acknowledges this limitation of liability and accepts limiting any claim accordingly.
11.4 No other term, condition, agreement, warranty, representation and/or understanding whether express or implied, in any way extending to, otherwise relating to or binding upon the Company other than these Terms is made or given by or on behalf of the Company.
11.5 Notwithstanding anything in this clause 11, a Client shall not be entitled to make any claim upon the Company whatsoever if any amounts are outstanding from the Client to the Company.
12 Security
12.1 In order to secure the performance by the Client of its obligations, the Client hereby charges with payment of the moneys and compliance with all obligations owed by the Client to the Company all beneficial interests (freehold and leasehold) in real and personal property held now or in the future by the Client.
12.2 The Client agrees that if demand is made upon it, him or her by the Company, the Client will immediately execute a consent to caveat, or a caveat or mortgage, as required by the Company to secure the obligations pursuant to this clause 12. The Client irrevocably and by way of security appoints the Company and any director, credit manager or solicitor engaged by the Company to be its, his or her true and lawful attorney to give effect to this clause 12 including but not limited to execute and register all documents.
12.3 The Client indemnifies the Company in relation to all of its costs and disbursements including legal costs on a standard basis incurred in exercising the Company’s right pursuant to this clause 12.
13 Lien
13.1 In the event that the Client does not pay invoices pursuant to these Terms, the Company is entitled to exercise a lien in relation to the Services.
13.2 The Company is authorised to retain the Client’s money, property and documents until all money due to the Company has been paid, including after any agreement is terminated, to the extent permitted by law.
13.3 This lien survives any bankruptcy or liquidation of the Client.
13.4 On a continuing basis, the Client will make, execute, acknowledge, deliver, file and record, as the case may be, in the proper filing and recording places in any jurisdiction all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Company, to perfect the lien granted hereunder and otherwise to carry out the intent and purposes of this clause 13, or for assuring and confirming to the Company the grant or perfection of its lien.
13.5 The Client hereby irrevocably appoints the Company as the Client’s authorised agent, with full authority in the place and stead of the Client and in the name of the Client, from time to time in the Company’s discretion, to take any action and to execute any instrument which the Company may deem necessary or advisable to accomplish the purposes of this clause, with respect the lien without the signature of the Client, where permitted by applicable law.
14 PPSA
14.1 Defined terms in this clause 14 have the same meaning as given to them in the Personal Property Securities Act 2009 (Cth) (“PPSR”).
14.2 The Client expressly waives its right to receive notification of or a copy of any verification statement with respect to the registration of a financing statement or a financing change statement relating to a security interest granted by the Client to the Company.
14.3 The Client agrees to indemnify the Company on demand for all costs and expenses, including legal costs and expenses on a standard basis, associated with the registration, amendment or discharge of any financing statement registered by or on behalf of the Company or the enforcement or attempted enforcement of any security interest granted to the Company by the Client.
14.4 The Client agrees and undertakes to immediately notify the Company of any change to its name, address or personal details and authorises the Company to register a financing change statement without prior consent of the Client.
14.5 The Client agrees and undertakes not to agree, encourage or in any way allow another person or entity to register a financing statement without the prior written consent of the Company and the Client shall provide written notice to the Company upon becoming aware that of any other person or entity are taking steps to register a security interest with respect to the Client.
14.6 The Client agrees and undertakes to promptly sign any further documents and/or to provide any further information, such information to be complete, accurate and up-to-date in all respects, or do any other thing reasonably required by the Company to perfect and maintain the perfection of the Security Interest of the Company which shall include the registration of a financing statement or financing change statement on the register;
14.7 The Client agrees that to the maximum extent permitted by law, sections 130, 142 and 143 of the PPSA will not apply.
14.8 The Client agrees, to the extent permissible under law permitted by law to waive the following rights under the PPSA: receipt of a verification statement pursuant to section 157 and a statement of account where there is no disposal pursuant to section 130(4) or pursuant to section 132 where there is a disposal; to recover any proceeds pursuant to section 140; to object to the purchase of the collateral by the secured party pursuant to section 129; to receive notice of an intention to seize collateral pursuant to section 123; to receive notice of disposal of collateral pursuant to section 130; to receive notice of retention of Collateral pursuant to section 134 or to object to that notice pursuant to section 137; to redeem Collateral pursuant to section 142; to reinstate a security agreement pursuant to section 143; to receive a notice of removal of accession under section 95; and any other right in favour of the Client that can be lawfully contracted out of pursuant to section 115 of the PPSA which shall not apply to these Terms or any security.
15 Statement of Debt
15.1 A certificate signed by a director, secretary, financial controller, credit manager or any other authorised person of the Company shall be prima facie evidence of the indebtedness of the Client to the Company.
16 Privacy and Credit Information
16.1 The Client irrevocably authorises the Company to make enquiries, exchange, collect and use a Client’s personal information including credit information and information relating to property, business or other solvency matter from time to time as the Company may deem necessary which may include enquiries with persons nominated as trade references, financiers , any other credit provider, credit reporting bodies, any government department and/or any similar or other organisation (Information Provider) for the following purposes:
(a) obtaining information on the credit position of the Client;
(b) investigating the credit worthiness of the Client in relation to the credit to be provided by the Company; marketing purposes (unless the Client has notified the Company it wishes to opt out of direct marketing);
(c) to allow the Company to provide a credit facility for the supply of services to the Client; to notify the credit provider of a default by the Client;
(d) and to a credit reporting body to obtain a credit report or to permit a credit reporting body to maintain or update the Client’s credit file.
16.2 The Client acknowledges that the information exchanged under clause 16.1 may include any information in relation to the Client’s creditworthiness or credit history.
16.3 The Client consent and irrevocably authorises the Information Provider to disclose any information about the Client in their possession to the Company; the Company may use any information which it holds for the purposes listed in clause 16.1; and may disclose any of the Clients’ personal information to any interested person (including overseas third parties) for any purpose listed in clause 16.1, to the extent permitted by the Privacy Act 1988 (Cth) and the Australian National Privacy Principles (if applicable).
16.4 To the maximum extent permitted by law, the Client agrees (unless the Client otherwise withdraws consent), to waive all rights under the Privacy Act 1988 (Cth).
17 Default
17.1 Termination and Breach
(a) Subject to clause 17.1(b), this agreement will end on the date specified in the Engagement Letter, at completion of the scope of work or at a time mutually agreed between the parties.
(b) Either party can terminate this agreement and these Terms by giving two (2) weeks’ notice to the other party.
(c) If the Client terminates this agreement in accordance with clause 17.1(b) the Client will still be liable to pay to the Company all outstanding charges.
(d) If the Client terminates this agreement other than as provided for in the conditions of this agreement, the Client agrees to indemnify the Company for any liability, damages, compensation, expenses, or costs that the Company may incur as a result of any proceedings or claims which may be commenced or made by one of the Company’s temporary employees arising out of, or in any way related to the termination of this agreement.
17.2 Without prejudice to any other remedies available to the Company, if the Client becomes insolvent or appoints an administrator, receiver, receiver and manager, liquidator or trustee in bankruptcy or is in breach of any these Terms (including any term for payment), all monies become immediately due and owing to the Company and the Company may immediately:
(a) terminate or suspend supply of services;
(b) cease all future deliveries;
(c) cancel all or any part of any order unfilled; and/or
(d) recover from the Client any loss of profits arising from the Client’s default.
17.3 If the Company exercises its rights pursuant to clause 17.2, it is not liable to the Client for any consequential loss or damages suffered by the Client.
17.4 Disputes
(a) Any dispute in relation to the Services, shall at the option of the Company, proceed by way of mediation with a mediator appointed by the Company. The Client is not entitled to commence proceedings unless the Company elects not to proceed with mediation, or the mediator provides consent to do so.
(b) For the avoidance of doubt, this clause will not prevent the Company from instituting legal action at any time to recover moneys owing by the Client to the Company.
18 Client Restructure
18.1 The Client shall provide written notice to the Company of any change to its structure or management including change of director, shareholder, partnership, trusteeship or management or its details (including changes to its name or address). If the Client fails to comply then the Client agrees to indemnity the Company from any resulting loss.
19 Miscellaneous
19.1 Documents and file records
(a) You give us permission to store or backup your data on servers that are both maintained by us internally and hosted externally to our premises (whether in Australia or elsewhere). You acknowledge that Australian and foreign governments may have the legal right to gain access to your data.
(b) When this agreement terminates, the Company will return all original documents to the Client. Following the return of the Client’s documents, the Client will be solely responsible for their safekeeping. The Client authorise the Company to destroy any copies of documents and the content of its file on the matter at its complete discretion.
19.2 Confidential and personal information
(a) Any confidential or personal information the Company obtains from the Client will be kept confidential, and will not be disclosed to anyone, unless it is done in the course of carrying out the scope of work (or as expressly provided in the Engagement Letter), disclosure is required by law, or the information ceases to be confidential.
(b) The Client expressly permits the Company to disclose such information regarding the Client or the Client’s matter (including confidential and/or personal information) as the Company thinks necessary or desirable to the Client’s professional advisers, including but not limited to lawyers, financial planners, brokers and financiers.
(c) The Client agrees that the Company will not be held liable for any unauthorised disclosure of personal information. The Client forever releases and indemnifies the Company from any claim for any direct or indirect loss or damage suffered from disclosure of personal information.
19.3 Federal Privacy Act 1988
(a) The Client agrees to preserve the privacy of personal information concerning any of the Company’s employees or employees whose personal information has been provided to the Client, or accessed by the Client, to a standard not less than that prescribed by the Privacy Act 1988 (Cth).
(b) So far as the law allows, the Client must maintain the confidentiality of any information that the Company communicates to the Client (including the fact that one of the Company’s employees may be seeking a new position). The Client must not use or disclose confidential information that the Company communicate to the Client without the Company’s written consent.
(c) The Client must identify any information that the Client require the Company to keep confidential. If the Client do not properly and expressly identify information that the Client communicate to the Company as being confidential the Company may use and disclose it as the Company think fit for the purpose of providing or offering the Company’s placement services to the Client;
(d) The Client must indemnify the Company against any claims (including costs) for breach of confidentiality that may flow from the Company’s use or disclosure of it.
19.4 Force Majeure. The Company shall not be or be deemed to be in default or breach of any agreement as a result of force majeure. Force Majeure shall include national emergency, war, prohibitive government regulations or any cause beyond the reasonable control of the Company including trade disputes which means that the services cannot or are delayed in being provided by the Company to the Client.
19.5 Notices. A notice, demand, waiver, approval or other document given pursuant to these Terms must be in writing and may be given to the recipient by way of personal service, prepaid post, facsimile transmission or email transmission at the address of the party as provided from time to time.
19.6 Severance. If any provision or part of a provision of these Terms cannot be given effect or is declared void for any reason, the provision or part which cannot be given effect shall be severed and the remaining provisions shall remain valid, binding and enforceable on the parties.
19.7 Waiver. No rights under these Terms will be waived unless agreed in writing and signed by the Company. The Company does not waive a right if an extension or other forbearance is given to the Client. No waiver of a provision of these Terms shall be construed as a continuing waiver of the provision. A waiver by the Company of any matter does not prejudice its rights in respect of any matter. Any non-exercise or partial exercise of or any delay in exercising any right or remedy does not constitute a waiver of that right or remedy.
19.8 Variation. All services sold by the Company are sold and supplied on these Terms, as amended from time to time by the Company in its absolute discretion or otherwise agreed by the Company in writing. The Client agrees it is deemed to have notice of change to these Terms and be bound by such variations as they appear on the Company’s website from time to time, whether or not the Client has actual notice of any such variation.
19.9 Assignment. The Client is not entitled to assign the benefits or obligations under these Terms to any entity without the Company’s prior written consent, which may be given in the Company’s absolute discretion. The Company may assign all or any part of the benefits and obligations under these Terms without the requirement for the Client’s consent.
19.10 Jurisdiction. The provisions of these Terms and any agreement for supply of service between the Company and the Client shall be governed by the laws of the state of Victoria and each party irrevocably submits to the non-exclusive jurisdiction of the courts of that state.
19.11 Entire Agreement. These Terms supersede all previous agreements, discussions and representations between the Company and the Client and constitute the entire agreement in relation to the agreement for provision of services between the Company and the Client. All prior correspondence, negotiations or representations do not bind either party and either party is not entitled to rely upon them.
19.12 Counterparts. These Terms may be signed in any number of counterparts and each counterpart shall together constitute one agreement. Thes Terms may be executed and delivered by facsimile, electronically or by way of electronic signature and the receiving party may rely upon same as if it was an original document or signature.
Last Update: 14 July 2026
