Terms Conditions
MARKETING SERVICES AGREEMENT
This agreement (Agreement) is made up of:
the statement of work issued by Born to the Client for the relevant project or services (SOW); and
the Business Terms and Conditions set out in this document (and which may also be published on Born’s website).
The SOW sets out the project-specific deliverables, timing, assumptions, fees and invoicing schedule. The Business Terms apply to all Services provided by Born Agency Pty Ltd (ABN 18 661 056 631) (Born) under that SOW, unless the SOW expressly states otherwise.
The SOW and Business Terms are intended to be provided together to the Client as a single contract pack for execution.
Each party must keep the terms of this Agreement (including fees) confidential, except as permitted under clause 10.
You will be taken to have accepted these terms and conditions if you sign the associated Statement of Work.
TERMS AND CONDITIONS
1. STRUCTURE AND PRIORITY
This Agreement comprises the SOW and these Business Terms.
If there is any inconsistency:
the SOW prevails to the extent of the inconsistency; then
these Business Terms prevail over any other document or communications,
except where the Business Terms expressly state they prevail.
The Business Terms may be made available on Born’s website. The version that applies to a SOW is the version provided to the Client with that SOW, or if no version is provided, the version in effect on Born’s website on the Effective Date, unless the SOW states otherwise.
A SOW may be varied or replaced by written agreement of the parties (including by email), unless the SOW states that variations must be signed.
Born may keep a record of the version of the Business Terms applicable to each SOW, and that record is prima facie evidence of the version that applies (absent manifest error).
2. DEFINITIONS
In this Agreement, a term defined in a SOW has that meaning for the purposes of that SOW and if a term is not defined in the SOW, it has the meaning given below:
Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales, and South Australia.
Client Data means data, content, access credentials and information provided by or on behalf of the Client in connection with the Services.
Deliverables means the outputs expressly identified as deliverables in the SOW (including any formats specified).
Effective Date means the effective date stated in the SOW, or if none, the date the Client accepts the SOW.
Expenses means approved out of pocket expenses and third party costs described in clause 8.6.
Fees means the fees payable under the SOW (including any variation fees).
Project means the project or services described in the SOW.
3. TERMS
This Agreement commences on the Effective Date and continues for the term stated in the SOW (SOW Term). If the SOW does not state a term, it continues until the earlier of:
completion and delivery of the Services and Deliverables described in the SOW and payment of all Fees and Expenses; or
termination under clause 15.
If the SOW contemplates ongoing or recurring services, the SOW Term continues until terminated under clause 15, and the SOW should state any minimum term or renewal mechanics (if applicable).
4. SERVICES
4.1 SCOPE OF SERVICES
Born will provide the Services and Deliverables described in the SOW
Unless otherwise agreed, Born may, in its discretion:
not commence work on any Services until the Client has paid any Fees or deposit payable under the SOW; and
withhold delivery of Services until the Client has paid the invoice under the SOW.
Any time frame agreed for the performance of the Services is indicative only and subject to change on notice by Born.
4.2 VARIATIONS AND OUT OF SCOPE
The Client may request changes to the Services, Deliverables, timing or assumptions in the SOW (Variation).
Born is not obliged to commence a Variation unless and until the parties agree in writing (including by email) on:
the revised scope and deliverables;
any revised timeframe; and
the applicable fees.
Unless the SOW states otherwise, out of scope work will be charged at Born’s standard hourly rates in effect at the time the work is performed, or at an hourly rate specified in the SOW.
Born may suspend work on any affected Deliverable until the Variation is agreed.
4.3 FEEDBACK, APPROVALS AND DELIVERABLE WORKFLOW
The parties will follow the review and feedback process set out in the SOW.
Unless the SOW states otherwise:
Born will present a Deliverable for review;
the Client must provide consolidated feedback within 7 Business Days; unless discussed prior.
Born will address that feedback and re-submit the Deliverable; and
feedback rounds are limited to the number stated in the SOW.
If the Client does not provide feedback within the timeframe in clause 4.3(b)(ii), the Deliverable will be taken to be approved for the purpose of progressing the Services, and any resulting delay will be a Client delay under clause 7.3(d).
Additional feedback rounds, changes of mind, or feedback that introduces new requirements are treated as a Variation and charged in accordance with clause 4.2.
The Client must ensure feedback is provided by a single nominated representative unless the SOW states otherwise.
Unless the SOW states otherwise, Born is not required to perform more than the included feedback rounds. Any further review, rework or iterations are a Variation.
4.4 SECURITY
Born will use reasonable endeavours to protect the Client Data in its possession from unauthorised access. However, Born does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
4.5 DISCLAIMER
The Client acknowledges and agrees that:
all information provided as part of the Services is an opinion only, based on Born’s experience and best practice;
Born does not guarantee outcomes, performance metrics, sales, ranking positions, ad approval, platform availability, or any decision of a third party platform.
The Client is responsible for:
the legality and compliance of its products and claims;
approvals required for publishing content and campaigns; and
compliance with privacy, spam and advertising laws in relation to its business and campaigns.
4.6 EXCLUSIVITY
Exclusivity applies only if expressly stated in the SOW.
If exclusivity applies, it is limited to:
the category described in the SOW;
the geography (if any) described in the SOW; and
the exclusivity period described in the SOW.
Unless the SOW states otherwise, nothing in this Agreement prevents Born from providing services to other clients, including competitors, provided Born complies with clause 10.
5. CHANNEL AND PLATFORM CONDITIONS
Where the Services involve SEO, SEM, paid ads, social platforms, email marketing or other third party channels:
the Client acknowledges platforms may change features, algorithms, pricing and policies at any time;
accounts, ads or content may be rejected, suspended or removed by platforms; and
Born is not responsible for third party platform decisions or outages.
If the SOW requires Born to manage ad accounts:
unless the SOW states otherwise, the Client remains the account owner and is responsible for paying platform charges directly;
if Born pays third party charges on the Client’s behalf, the Client must reimburse those charges under cl 8.6;
Born may suspend Services if ad spend limits or payment methods are not in place or are declined; and
on request, Born will take reasonable steps to transition access to Client-owned accounts at the end of the SOW, provided all Fees and Expenses are paid.
6. THIRD PARTY TERMS & CONDITIONS
If Born 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).
If Born notifies the Client that Third Party Terms apply (including by providing a link to them), the Client agrees those Third Party Terms apply to the relevant goods or services and Born is not liable for loss arising from those Third Party Terms or third party performance.
Born will not commit to material third party costs unless approved in writing in accordance with the SOW or clause 8.6.
7. CLIENT OBLIGATIONS
7.1 PROVIDE INFORMATION
The Client must provide Born with all documentation, information and assistance reasonably required by Born to perform the Services.
The Client must provide feedback and approvals in accordance with clause 4.3 and the SOW.
The Client warrants that all information, documentation and other material it provides to Born for the purpose of receiving the Services, including company information, marketing information, financial records and commercial information, is complete, accurate, compliant with any applicable laws and industry regulations, and up-to-date.
The Client releases Born 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.
7.2 ACCESS
The Client agrees to provide Born with access to:
the Client’s premises and personnel, to the extent required to perform the Services;
any client-owned advertising, social, analytics, email marketing or other platform accounts used for the Services (including credentials and permissions);
the Client’s website (but only where Born is providing Services that involve making updates or changes to the Client’s website); and
any other third party or other accounts used by the Client (including login details and passwords), as reasonably required by Born to perform the Services.
7.3 CLIENT INPUTS, APPROVALS AND DEPENDENCIES
The Client must provide timely access, information, brand assets, logins, and approvals reasonably required for Born to perform the Services.
The Client warrants that all materials it provides (including logos, images, fonts, footage, copy, testimonials and claims) are accurate, lawful, and do not infringe third party rights.
The Client must review and approve Deliverables within the timeframes in the SOW (or, if not stated, within 5 Business Days).
If the Client delays, the project timeline will be extended accordingly and Born is not responsible for resulting impacts on delivery dates or campaign performance.
7.4 COMPLIANCE WITH LAWS
The Client agrees that it will not by receiving or requesting the Services:
breach any applicable laws, rules and regulations (including any applicable privacy laws); or
infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.
7.5 INSURANCE
The Client acknowledges and agrees that it is responsible for insuring itself against its risks under and in connection with this agreement.
The Client must ensure that it effects and maintains adequate insurance to cover the Client’s risks and liabilities under this agreement and any activities undertaken by the Client in connection with this agreement, including marketing campaigns, including as applicable to the particular activity, business insurance, professional indemnity insurance, errors and omissions insurance and public liability insurance.
8. PAYMENT
8.1 FEES
The Client must pay the Fees and Expenses in the amounts and on the schedule set out in the SOW.
Fees paid are non-refundable except to the extent:
the SOW expressly provides for a refund; or
required by law.
If the Client terminates for convenience under clause 15, refunds (if any) will be calculated in accordance with clause 15.3.
8.2 INVOICES
Born will issue a valid tax invoice to the Client for payment of the Fees. The Client must pay the Fees in accordance with the remittance method set out in an invoice. The Fees become due and payable in accordance with an invoice regardless of whether the Client has approved any particular concepts or designs scheduled for approval at that time. Born may withhold delivery of final files until all outstanding invoices are paid.
8.3 DIRECT DEBIT
If the SOW states that the Fees are to be paid using direct debit (DD), the Client:
authorises direct debit in line with the third party payment provider’s, as notified to the Client (Payment Provider), separate DD Authorisation Form and any DD agreement as applicable;
agrees to enter into any DD agreement required by our Payment Provider;
authorises us to charge your bank account or credit card in advance in line with any DD Authorisation Form and any DD agreement;
must ensure that there are sufficient funds available in your account to allow our Payment Provider to debit the fees payable; and
acknowledges and agrees that there may be additional payments required from the Payment Provider if you miss or fail to make any payment. These terms are separate and in addition to these Terms.
8.4 PAID ADVERTISING
The Services Fees charged by us do not include Paid Advertising or other digital marketing ad spend amounts, or any other expenses set out in clause 8.6, and the Client will be responsible for paying these fees directly to the relevant platform or otherwise billed to the Client in accordance with clause 8.6.
If requested by Born, the Client must provide Born with its credit card, direct debit or other financial details for the purposes of making digital advertising payments on the Client’s behalf.
The Client consents to Born’s using of the Client’s credit card, direct debit or other financial details on its behalf to make payments for digital advertising services and any other related services reasonably necessary for Born to perform the Services.
8.5 LATE PAYMENT
If the Client does not pay an amount due under this agreement on or before the date it is due:
Born may immediately suspend provision of the Services;
Born may seek to recover the amount due by referring the matter to a collection agency;
without limiting any of Born’s other rights under these terms, the Client must pay Born interest at the rate of 15% per annum on each amount outstanding, accruing daily and compounding monthly, from the due date for payment to the date on which payment is received by Born;
the Client must reimburse Born for any costs it incurs, including any legal costs, in connection with recovering the amount due or enforcing any of its rights under this agreement; and
If Born suspends Services, any delivery dates are extended by the period of suspension and any reasonable remobilisation time.
8.6 EXPENSES
Unless otherwise agreed:
The Client must reimburse Born for pre-approved out of pocket expenses and third party costs incurred in performing the Services (Expenses).
Unless the SOW states otherwise, Born must obtain the Client’s written approval before incurring:
any single Expense above $0; or
any recurring third party cost not stated in the SOW.
Approved Expenses may be invoiced as incurred and are payable under the same payment terms as Fees.
If the Client fails to reimburse Expenses when due, Born may suspend Services.
If Born has committed to third party costs for the Project (for example, bookings, licences, production costs) and the Project is delayed or terminated due to the Client, the Client remains responsible for those committed costs.
8.7 GST
Unless otherwise indicated, amounts stated in the SOW do not include GST. In relation to any GST payable for a taxable supply by Born, the Client must pay the GST subject to Born providing a tax invoice.
8.8 CARD SURCHARGES
Born reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club)
9. CREDIT AND PORTFOLIO
Any credit or accreditation requirements will be as stated in the SOW (if any).
Subject to clause 10 and any restrictions stated in the SOW, the Client grants Born the right to identify the Client as a client and to display the Deliverables (and reasonable project excerpts) in Born’s portfolio, website and marketing materials after public launch, or earlier with the Client’s written consent.
10. CONFIDENTIALITY, RESTRAINT, PRIVACY AND DATA
10.1 CONFIDENTIALITY
Except as provided under this agreement or a SOW, a party must not use, or allow any of its officers, employees, agents, contractors, or related entities to use or disclose, any Confidential Information received from the other party without prior written consent.
This clause does not apply to:
information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
information required to be disclosed by any law; or
information disclosed by Born to its subcontractors, outsourced workers, employees, cloud storage providers or agents for the purposes of performing the Services or its obligations under this agreement.
For the purposes of this clause 10.1, “Confidential Information” means information of or provided by a party to the other party under or in connection with this agreement or a SOW that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge and includes the terms of this Agreement and any SOW (including pricing).
10.2 RESTRAINT
During the SOW Term and for 12 months after, the Client must not knowingly solicit for employment any employee of Born who was materially involved in providing the Services, unless Born gives written consent.
10.3 PRIVACY
The parties agree to comply with:
if applicable, their respective obligations under the Privacy Act 1988 (Cth); and
Born’s privacy policy, in force from time to time.
Born will keep the Client informed of any changes to its privacy policy during the SOW Term.
10.4 THIRD PARTY DATA
The Client warrants, in relation to the personal information and all other data that it provides to Born in connection with this agreement (Third Party Data), that:
the Client has all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
the Client is not breaching any law by providing Born with Third Party Data;
Born will not breach any law by performing the Services in relation to any Third Party Data;
there are no restrictions placed on the use of the Third Party Data (including by any Third Party terms) and if there are any such restrictions, the Client has notified Born of this, and Born has agreed to perform the Services in respect of that data (being under no obligation to do so); and
Born will not breach any Third Party terms by performing the Services in relation to any Third Party Data.
The Client agrees at all times to indemnify and hold harmless Born and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 10.4(a).
11. INTELLECTUAL PROPERTY
11.1 CLIENT CONTENT
The Client grants to Born (and its subcontractors, employees or 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 Services.
The Client:
warrants that Born’s use of Client Content as contemplated by the SOW will not infringe any third-party Intellectual Property Rights; and
will indemnify Born from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
11.2 OWNERSHIP AND LICENCE
Pre-existing materials: Each party retains ownership of its pre-existing Intellectual Property Rights.
Born materials and tools: Born retains all Intellectual Property Rights in its methodologies, templates, tools, processes, know-how, and Working Files, unless the SOW expressly states they are deliverables to be provided to the Client.
Final Deliverables: Subject to clause 11.2(d), Intellectual Property Rights in the Final Deliverables created specifically for the Client under the SOW will transfer to the Client upon Born receiving full and final payment of all invoices relating to those Final Deliverables (including any approved Variations and Expenses).
Early termination: If this Agreement is terminated before completion, Intellectual Property Rights in any Final Deliverables (or partially completed deliverables to the extent they are capable of practical use) will transfer to the Client only once the Client has paid all Fees and Expenses due for work performed up to the termination date, in accordance with clause 15.
Draft and review licence: Until ownership transfers under clause 11.2(c) or 11.2(d), Born grants the Client a limited, non-transferable licence to use drafts solely for internal review and approval purposes.
Moral rights: To the extent permitted by law, the Client consents to Born and its personnel doing any act or omission in respect of the Deliverables that might otherwise infringe moral rights, for the purposes of editing, adapting, and delivering the Services.
Where the SOW provides for milestone or phase invoicing, clause 11.2(c) applies on a milestone-by-milestone basis to the Final Deliverables for that milestone once the invoices relating to that milestone are paid.
11.3 DEFINITIONS
For the purposes of this clause 11:
“Client Content” means any documents or materials supplied by the Client to Born under or in connection with this agreement or a SOW, including any Intellectual Property Rights attaching to those materials.
“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.
“Working Files” means editable, source or project files, drafts, working documents, layered design files, project files, raw footage, source code repositories, and materials not expressly identified as a final deliverable in the SOW.
“Final Deliverables” means the final exported outputs expressly listed as deliverables in the SOW (for example PDF, PNG, JPG, MP4, copy documents, brand guidelines).
12. SUBCONTRACTING
Born may engage subcontractors and third party providers to perform all or part of the Services.
Born remains responsible for the Services performed by its subcontractors, but is not responsible for third party platforms or third party suppliers outside Born’s control.
The Client must not directly engage or instruct Born’s subcontractors in relation to the Services without Born’s prior written consent.
13. WARRANTIES
To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
Born warrants it will perform the Services with due care and skill.
Unless expressly stated in the SOW, the Services are not provided on a guaranteed performance or KPI basis, and Deliverables are not subject to formal acceptance testing.
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.
14. LIMITATION OF LIABILITY
14.1 LIABILITY
To the maximum extent permitted by law, Born’s total aggregate liability arising out of or in connection with a SOW (whether in contract, tort including negligence, statute or otherwise) is capped at the total Fees actually paid by the Client to Born under that SOW.
14.1 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 Born, except:
in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).
15. TERMINATION
15.1 TERMINATION RIGHTS
Either party may terminate the applicable SOW (and this Agreement to the extent it only relates to that SOW) for convenience by giving 14 days’ written notice, unless the SOW states a different notice period. Termination of a SOW does not terminate any other SOW in effect, unless the parties agree in writing.
Either party may terminate immediately by written notice if the other party:
materially breaches this Agreement and fails to remedy within 10 Business Days of notice (or if not capable of remedy); or
is insolvent, enters administration, liquidation, or ceases carrying on business.
15.2 ACCRUED RIGHTS AND LIABILITIES
The expiration or termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to expiration or termination of this agreement.
15.3 CONSEQUENCES OF EXPIRATION OR TERMINATION
Upon termination of a SOW for any reason:
the Client must pay within the time stated in the SOW (or if none, 7 days) all Fees and Expenses for:
Services performed up to the termination date;
work in progress reasonably performed up to the termination date, valued:
at the applicable milestone or phase price for any milestone substantially completed; and
otherwise, at Born’s standard hourly rates (or the hourly rate in the SOW) for time spent on partially completed items,
any non-cancellable or committed third party costs incurred or committed by Born for the Project.
If the Client has prepaid amounts exceeding the amount payable under clause 15.3(a), Born will refund the difference within 30 days.
If the prepaid amounts are less than the amount payable under clause 15.3(a), the Client must pay the shortfall in accordance with clause 8.
After payment in accordance with clause 15.3(a), Born will provide the Client with the Deliverables completed and paid for as at termination, subject to clause 11 and excluding Working Files unless the SOW states otherwise
Born may suspend delivery of any materials until all outstanding amounts are paid.
15.4 SURVIVAL
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.
16. DISPUTE RESOLUTION
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.
The parties acknowledge and agree that compliance with this clause 16 is 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:
in the case of applications for urgent interlocutory relief; or
a breach by another party of this clause.
17. NOTICES
A notice or other communication to a party under this agreement must be:
in writing and in English; and
delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
when replied to by the other party, whichever is earlier.
18. FORCE MAJEURE
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:
reasonable details of the Force Majeure Event; and
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.
Subject to compliance with clause 18(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.
For the purposes of this agreement, a ‘Force Majeure Event’ means any:
act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
strikes or other industrial action outside of the control of the Affected Party;
war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
any law, regulation, direction or order of a government authority that prevents or materially delays performance.
19. GENERAL
19.1 GOVERNING LAW
This agreement is governed by the law applying in New South Wales, Australia.
19.2 JURISDICTION
Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales 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.
19.3 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior consent of each other party (such consent not to be unreasonably withheld).
19.4 AMENDMENTS
This Agreement (including a SOW) may be amended or varied by written agreement of the parties, including by email, unless the SOW states it must be signed.
19.5 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.
19.6 FURTHER ACTS AND DOCUMENTS
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.
19.7 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.
19.8 COUNTERPARTS AND ELECTRONIC SIGNING
Electronic signatures and counterparts are permitted.
19.9 INTERPRETATION
(singular and plural) words in the singular includes the plural (and vice versa);
(gender) words indicating a gender includes the corresponding words of any other gender;
(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;
(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;
(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;
(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;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word “includes” and similar words in any form is not a word of limitation; and
(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.