Terms and Conditions

Standard Terms and Conditions – Effective November 2018

1. Background

1.1 These Terms and Conditions apply to each Contract for the supply of Goods (including the supply of New Goods, OEM Goods, Reconditioned Goods or Software) and/or Services by or on behalf of TT to any Customer.

 

2. Engagement of TT

2.1 The Customer agrees to engage TT to provide the Goods and the Services.

2.2 A Contract for the supply and purchase of Goods or Services will be formed, on these Terms and Conditions, immediately:

(a) when a Customer delivers to TT a Customer Purchase Order for Goods or Services and TT issues an Order Acceptance; or

(b) directs TT to proceed with procuring, producing or delivering Goods or Services whether in writing or verbally; or

(c) when a Customer accepts delivery of Goods or Services prior to approval of alternative Terms and Conditions by TT in writing.

 

3. Quotations

3.1 Unless otherwise indicated on the quote, written quotations provided by TT shall automatically expire 30 days after the date appearing on the quotation unless the Customer receives and accepts the quotation, by issuing a Customer Purchase Order, within that period.

3.2 Prior to the expiration date any quotation is subject to change by TT at any time upon verbal or written notice to the Customer.

 

4. Sale of Goods and Services

4.1 No terms and conditions contained in or deemed to be incorporated by an Order (if any) will apply in substitution of these Terms and Conditions or in any way override or amend these Terms and Conditions.

4.2 If the Customer accepts these Terms and Conditions other than in accordance with clause 2.2, that action will constitute a counter offer to TT and cannot bind TT unless TT accepts the counter offer in writing.

4.3 A Customer must not cancel any Contract:

(a) without the prior written consent of TT; or

(b) on terms that will indemnify TT for all costs, expenses and losses incurred as a result of that cancellation.

4.4 A restocking fee may be charged if the Customer cancels a Purchase Order after it has been accepted by TT and an Order Acceptance has been deemed to have occurred. The fee charged will depend on how far the Purchase Order has progressed through TT’s procurement, production and delivery processes. The restocking fee may be up to 40% of the total value of the Customer Purchase Order, to be charged at TT’s discretion.

 

5. Risk and Ownership of Goods

5.1 Risk of loss, or damage, to the Goods passes to the Customer on delivery which will occur on the earliest of the following events:

(a) for Domestic Sales, Ex Works TT (INCOTERMS 2010); or

(b) for Export Sales, Ex Works TT, FCA Australian airport or FOB Australian Airport, (all INCOTERMS 2010) unless otherwise agreed between the parties; or

(c) the Customer taking possession of the Goods from TT’s premises; or

(d) completion of the loading of the Goods onto the relevant transportation vehicle provided by the Customer.

5.2 For each Order, if a Claim either for a shortage of Goods or

damaged Goods has not been lodged with TT:

(a) for Domestic Sales, within 7 days; or

(b) for Export Sales, within 7 days of arrival of the Delivery at the port of destination,

(c) relating to the Delivery of some or all of the Goods the subject of the Order, TT will be deemed to have delivered all of the Goods the subject of the Order.

5.3 Failure of the Customer to give notice of a Claim, in accordance with clause 5.2 will be deemed an absolute and unconditional waiver of such Claim.

5.4 Ownership of, and title to, the Goods passes to the Customer only upon payment in full by the Customer of the total invoiced price for the Goods and any other amounts due by the Customer to TT.

5.5 Until the amount payable, as determined in accordance with clause 6 has been reduced to zero, the Customer holds the Goods as bailee for TT and a fiduciary relationship exists between the Customer and TT.

5.6 If there is an Overdue Amount outstanding, until the Goods are sold in accordance with clause 5.9, or become an accession or processed goods, the Customer shall:

(a) keep the Goods separate and in good condition as a fiduciary of TT, clearly showing TT’s ownership of the Goods;

(b) keep books recording TT’s ownership of the Goods and the Customer’s sale or otherwise of them in accordance with clause 5.9; and

(c) if required by TT, deliver the Goods up to TT.

5.7 The Customer may only install or affix the Goods to other goods (so that they become an accession to those other goods) or use or permit the Goods to be manufactured, processed, assembled, commingled or otherwise dealt with (so that they become processed goods) in the ordinary course of its normal business.

5.8 If the Customer is in default under these Terms and Conditions, in addition to TT’s other rights under these Terms and Conditions, the PPSA or any other applicable law, TT may:

(a) take possession of the Goods or any processed goods, wherever they are located;

(b) remove any Goods which have become an accession; and/or

(c) enter upon the Customer’s premises for that purpose; and/or

(d) appoint any person to be a receiver of all or any of the Goods, accessions, processed goods or other assets the subject of the security interests created by these Terms and Conditions.

5.9 Despite clause 5.4, the Customer may sell the Goods, any accession or any processed goods to a third party in the normal course of the Customer’s business provided that the Customer holds the proceeds of sale on trust for TT to the extent of any amount payable under these Terms and Conditions. The Customer must keep those proceeds separate on trust for the Supplier and not mix those proceeds with any other monies.

5.10 A word or expression used in this clause which is defined in the PPSA has the same meaning in this clause.

 

6. Price, Payment and Credit Terms

6.1 Prices are those set out in the Invoice for the Goods and Services unless varied in writing by TT and may be increased by TT for any additional transportation, freight, storage, handling, insurance, government, statutory or regulatory charges that relate to the supply of the Goods and Services (if any).

6.2 Unless otherwise stated, the price set out in the Invoice does not include customs duty, sales tax, freight, insurance or any other taxes, fees, costs or charges levied or incurred because of exportation of the Goods, installation and maintenance costs and any other costs connected with or resulting from these Terms and Conditions or TT’s performance of its obligations hereunder (even if TT is to pay freight carriage and/or insurance). Such charges, duties and expenses are the responsibility of the Customer and the Customer acknowledges and agrees to pay them.

6.3 The Customer must pay each Invoice on or before the Due Date specified in the Invoice (or where not specified on Net Cash terms, whether or not the invoice is issued before dispatch of the Goods due to delays caused by a Customer or issued before or after delivery of the Goods. In any other circumstances Invoices must be paid within 14 days of the date of the Invoice.

6.4 If the Customer fails to pay any Invoice (in full) on or before the Due Date, the Customer must pay to TT any costs, expenses, disbursements or losses incurred by TT as a result of that failure and TT may (without prejudice to any other rights or remedies that it may have):

(a) charge interest on all Overdue Amounts to be applied on the 1st day after the Due Date unless an agreement for payment is reached and confirmed in writing before the Due Date at a rate not exceeding the Commonwealth Bank of Australia's overdraft rate;

(b) suspend any further deliveries to the Customer or terminate any Contract in relation to undelivered Goods; or

(c) lodge a caveat and/or charge over any real property owned by the Customer,

(d) until all amounts outstanding by the Customer to TT are paid.

 

7. Security Interest, Charge and Mortgage

7.1 The Customer grants to TT a security interest in the Goods to secure payment of the price set in the Invoice. The security interest:

(a) Extends to and continues in all proceeds, accessions and processed goods; and

(b) Is a purchase money security interest to the extent to which it secures payment of that part of the price set in the Invoice which comprises the aggregate unpaid purchase price of the Goods.

7.2 The Customer must not do or permit anything to be done that may result in the purchase money security interest granted to TT raking in priority behind any other security interest.

 

8. Contracting out of the PPSA

8.1 The Customer:

(a) Waives the right under section 157 of the PPSA to receive a copy of the verification statement verifying registration of a financing statement or a financing change statement relating to any security interest created under these Terms and Conditions; and

(b) Contracts out of its rights to receive any other notice or statement under any other provision of the PPSA (including for the avoidance of doubt, any of the provisions specified in clause 8.2.

8.2 To the fullest extent permitted by the PPSA, the parties agree to contract out of sections 95, 117, 118, 120, 121(4), 125, the second sentence of section 126(2), sections 129(2), 129(3), 130, 132(3)(d), 132(4), 142 and 143, which sections (or parts of sections) shall not apply to these Terms and Conditions.

 

9. Delays or Default in Delivery

9.1 TT has no liability to the Customer for TT’s delay or default in delivery due to a Force Majeure Event.

9.2 If a Force Majeure Event occurs, affecting TT’s ability to partially or wholly comply with its obligations under these Terms and Conditions then:

As soon as reasonably practicable after that Force Majeure Event arises, TT must notify the Customer of:

(i) the Force Majeure Event;

(ii) which obligations TT is unable to perform;

(iii) the extent to which the Force Majeure Event precludes TT from performing its Affected Obligations; and

(iv) the expected duration of the delay arising directly out of the Force Majeure Event.

9.3 Under no circumstances shall TT have any liability for penalties, liquidated damages or other consequential damages of any kind resulting in whole or in part from TT’s delay in delivering, or failure to deliver, any Goods and Services to the Customer, as a result of a Force Majeure Event.

 

10. Goods and Services Tax

10.1 The Price, and all other amounts agreed to by paid by the Customer to TT, is exclusive of GST, unless expressed otherwise.

10.2 In respect of any liability of TT for GST under these Terms and Conditions, and any variation for any taxable supplies, the Customer will pay to TT, at the same time as any payment is made involving TT in GST liability, the additional amount of GST, together with the payment to which it relates.

10.3 The Customer’s liability under this clause is to reimburse the full amount of GST, disregarding and excluding TT’s entitlement to input tax credits or other credit or reimbursements for GST.

10.4 In respect of each payment by the Customer under these Terms and Conditions, TT agrees to deliver to the Customer tax invoices in a form which complies with the GST Act and applicable legislation.

10.5 A word or expression used in this clause which is defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the same meaning in this clause.

 

11. Warranty Terms

11.1 TT will provide a Warranty to the Customer for Goods and Services supplied by TT. The Warranty will be in accordance with TT’s Warranty Process document that is available at http://www.ttonline.com.au and these Terms and Conditions.

11.2 TT will provide a limited Warranty for Goods for 12 months and for Software for 3 months from the date of the Invoice for the supply or the Goods or Software.

11.3 Each of the Goods and Software has been manufactured, sold or distributed by the TT to be free from defects and is warranted against defects in materials and workmanship for the period set out in clause 11.2.

11.4 Only the original Customer that purchased the Goods or Services can make a claim under the Warranty unless TT confirms in writing otherwise.

 

12. Warranties, Exclusions and Limitation of Liability

12.1 This clause 12 does not exclude or limit the application of any statutory provision (including a provision of the Competition and Consumer Act 2010 (Cth) (ACL) where to do so would contravene that statute or cause any part of this clause 12 to be void.

12.2 Except for any Non-Excludable Warranties, TT excludes all other conditions and warranties implied by custom, the general law or statute.

12.3 The liability of TT under any of the Non-Excludable Warranties is limited to:

(a) in the case of Goods, replacing the Goods, repairing the Goods or payment for the cost of replacing or repairing the Goods; and

(b) in the case of Services, re-supplying the Services, having the Services re-supplied or payment for the cost of having the Services re-supplied.

12.4 TT is not responsible for any non-Delivery or failure to supply Goods and Services on the date agreed between the parties and the Customer is not entitled to cancel any order as a result of that failure.

12.5 To the maximum extent permitted at law, TT will not be liable for any personal injury, incidental damages, consequential losses, loss of profit, loss of revenue, loss of goodwill, loss of contract, loss of production, loss of customers, costs of business interruption, loss of opportunities, loss of anticipated savings or any like claims whatsoever arising from any use of, or incidental to, the Goods and Services or arising out of TT's negligence or breach of the Contract.

12.6 The maximum liability of TT as a result of any claims made in relation to or in connection with these Terms and Conditions is limited to an amount equal to the amount specified in the Invoice.

12.7 If any OEM Goods are supplied as part of the Goods, then the OEM warranty applies and is limited to TT’s right of redress (if any) against the third party vendor.

12.8 The provisions of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from all Contracts.

 

13. Intellectual Property

13.1 The parties acknowledge that:

(a) TT owns all Intellectual Property Rights in relation to any items designed by it whether under this agreement or otherwise in relation to the methodology of any Goods and Services provided by it;

(b) this agreement does not transfer ownership of any TT Intellectual Property Rights to the Customer;

the Customer must not:

(i) represent that it has any interest in relation to any TT Intellectual Property Rights;

(ii) exploit, apply, copy, record, take advantage of, or otherwise use any TT Intellectual Property Rights in any way, whether or not for its own advantage or use, or the advantage or use of another; or

(iii) contest, oppose, or make any application to challenge the validity of any of TT Intellectual Property Rights or take any other action which is adverse to any TT Intellectual Property Rights; and

 

14. Insolvency

14.1 If the Customer becomes, or resolves to become, subject to any form of insolvency administration, then:

(a) the Customer must notify TT immediately;

(b) all amounts outstanding by the Customer to TT immediately become due and payable; and

(c) the Customer's right to possession of any Goods supplied by TT which have not been paid for in full by the Customer ceases, and TT will be entitled to recover possession of those Goods under clause 5.8.

 

15. Dispute Resolution

15.1 If a Dispute arises under this agreement, a party must comply with this clause 15.

15.2 A party claiming a Dispute has arisen must give the other parties to the Dispute notice setting out details of the Dispute.

15.3 During the 14 days after a notice is given under clause 15.2 (or longer period if the parties agree in writing), each party to the Dispute must use its reasonable efforts to resolve the Dispute. If the parties cannot resolve the Dispute within that period, they must refer the Dispute to a mediator if one of them requests.

15.4 If the parties to the Dispute cannot agree on a mediator within seven days after a request under clause 15.3, the parties are to contact LEADR and arrange for the chairman of LEADR or the chairman's nominee to appoint a mediator.

15.5 The role of a mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a binding decision on the parties to the Dispute except if the parties agree in writing.

15.6 Any information or documents disclosed by a party under this clause 15:

(a) must be kept confidential; and

(b) may only be used to attempt to resolve the Dispute.

15.7 Each party to a Dispute must pay its own costs of complying with this clause 15. The cost of any mediator must be borne equally by the parties.

15.8 If the parties are unable to resolve the Dispute under clause 15.1 to 15.7 within 14 days of the mediation under this clause 15 each party agrees that the Dispute must be referred for expert determination within seven (7) days by an appropriately qualified expert nominated by LEADR who shall act as an expert and not as an arbitrator.

15.9 The expert appointed under clause 15.8 shall determine the information to be provided by the parties to enable a decision on the Dispute to be made and the expert may appoint such lawyers, accountants or other advisor as he or she deems appropriate.

15.10 The expert shall provide his or her decision within 14 days of the appointment and the decision of the expert will be final and binding on the parties.

15.11 The costs of the expert and any advisor appointed by the expert shall be paid by the parties in the proportions determined by the expert.

 

16. Confidential Information and Data

16.1 The parties obligations of confidentiality apply during the term of this agreement and continue to apply at all times following termination of the agreement.

16.2 The parties must hold all Confidential Information in strict confidence.

16.3 The parties must not at any time during the course of the agreement or subsequently, except as specifically mutually agreed by both parties, disclose, share copy or make use of in any manner, any Confidential Information or any information which the parties have received from others, which they are obliged to treat as confidential.

16.4 The parties must not make a copy or summary of any Confidential Information unless required to do so in the course of the agreement. If the parties are required to make a copy of any Confidential Information during the course of the agreement, the record remains the property of the party that supplied the Confidential Information.

16.5 The parties must take all necessary and reasonable steps to prevent Confidential Information being disclosed to any unauthorised person. The parties must take all reasonable steps to ensure that its employees and subcontractors are aware of and abide by obligations which enable the parties to comply with the obligations of confidentiality.

16.6 The parties must return the Confidential Information to the other party immediately on termination of this agreement or earlier if requested to do so by either party.

16.7 The parties acknowledge that a breach of any of these obligations of confidentiality may result in termination of this Agreement.

16.8 TT acknowledges that data provided by a Customer and processed on its systems shall remain the property of the Customer.

16.9 TT shall make backup copies of the Customer's data on a regular basis. TT shall retain such backup copies for a minimum period of seven (7) days

16.10 If the Customer's data is lost or altered due to the TT's neglect, the TT shall bear the direct costs of reconstituting the data subject to the limitations in clause 12.

16.11 TT shall ensure the Customer has access to the system at all reasonable times for the purpose of ensuring that data is being processed in the manner specified by this Agreement and that all necessary security arrangements are in force.

16.12 TT utilises appropriate controls in relation to your personal information and data in the following areas: security, availability, processing integrity, confidentiality and privacy.

16.13 TT’s systems are protected physically and logically against unauthorised access.

 

17. Termination

17.1 Termination by TT for cause: TT may terminate the Agreement with immediate effect by giving written notice of termination to the Customer if the Customer materially breaches any provision of this Agreement and fails to remedy the breach within 14 days after receiving written notice specifying the breach and requiring it to be remedied.

17.2 Termination by the Customer for cause: The Customer may terminate the Agreement with immediate effect by giving written notice of termination to TT if TT materially breaches any provision of this Agreement and fails to remedy the breach within 14 days after receiving written notice specifying the breach and requiring it to be remedied.

 

18. Notices

18.1 A notice, consent, approval or other communication (each a “notice”) under this agreement must be in writing, signed by or on behalf of the party giving it, addressed to the party to whom it is to be given and:

(a) delivered to that party’s postal address;

(b) sent by pre-paid mail to that party’s postal address; or

(c) sent by electronic mail to that party's email address.

18.2 A notice given to a party in accordance with this clause is treated as having been given and received:

(a) if delivered to a party’s address, on the day of delivery if a Business Day, otherwise on the next Business Day;

(b) if sent by pre-paid mail, on the third Business Day after posting; or

(c) if sent by electronic mail and the sender does not receive a message from its internet service provider or the recipient's mail server indicating that it has not been successfully transmitted, on the day of sending if a Business Day, otherwise on the next Business Day.

 

19. Miscellaneous

19.1 TT is not under any obligation to accept Goods returned by the Customer.

19.2 If any term or part of a term of these Terms and Conditions is illegal or unenforceable it may be severed and the remaining terms or parts will continue in force.

19.3 Waiver of any provision of or right under these Terms and Conditions must be in writing signed by the party entitled to the benefit of that provision or right.

19.4 This agreement does not create a relationship of employment, agency or partnership between the parties and the Customer must not represent itself, and must ensure that its officers, employees, agents and subcontractors do not represent themselves, as being an officer, employee, partner or agent of TT, or as otherwise able to bind or represent TT.

19.5 Each party must bear its own costs of preparing and executing these Terms and Conditions.

19.6 If a party comprises two or more persons, the provisions of these Terms and Conditions binding that party bind those persons jointly and severally.

19.7 All Contracts are governed by the laws of made in the State of South Australia and the parties agree to submit to the non-exclusive jurisdiction of the courts of South Australia.

19.8 The Customer agrees to TT’s Privacy Policy which that is available at http://www.ttonline.com.au that sets out how TT collects, uses and discloses your personal information.

19.9 TT understands that your information is critical to you and your business, and that you need to be able to rely on the information TT provides to its users. TT is designed to ensure the confidentiality, integrity and availability of the information we process and the systems that process it.

 

20. Defined Terms

In this document, unless defined with these Terms and Conditions:

Affected Obligations means TT’s obligations under these Terms and Conditions which it is unable to perform, either partially or wholly, due to a Force Majeure Event.

agreement or Agreement means these Terms and Conditions and any includes other agreement between TT and the Customer that incorporates the Terms and Conditions.

Business Day means a day on which banks are open for general banking business in South Australia.

Business Hours mean any Business Day between the hours of 9:00am and 5:00pm.

Claim means a claim in accordance with clause 5.2 in respect of a shortage of Goods or damaged Goods.

Confidential Information means any information, whether or not marked as confidential, received, held or developed by the parties and which is not publicly available and relates in any manner to the operations of the parties or either of them or their suppliers or clients including but not limited to each of the following:

(a) The parties’ Intellectual Property Rights.

(b) Personnel, policies, business plans, marketing strategies, products, services, product and service development, finances, funding, pricing policies, or other transactions or affairs of the parties.

(c) Customer lists and databases, supplier information, partners, alliances of the parties.

(d) Trade secrets, know-how, secret or confidential operations, processes, approaches or techniques developed by the parties in the course of their business and operations.

(e) Any other information that is or may be commercially valuable to the parties or their suppliers or customers.

Information is not Confidential Information in any of the following circumstances:

(f) At the time of disclosure, the information was in the public domain.

(g) It can be established by reasonable proof that the information was in the possession or knowledge of a party without it being derived from any information obtained from the other party.

(h) The information is information that is agreed between the parties in writing as being information that is not to be treated as Confidential Information.

Contract means a contract for the supply and purchase of Goods or Services in accordance with clause 2.

Credit Terms has the meaning given to it in clause 6.

Customer means anyone who enters into a Contract.

Customer Purchase Order means a purchase order provided by a Customer for Goods to TT.

Delivery has the meaning given to it in clause 5.1.

Dispenser Hanging Hardware Components includes any hoses, nozzles, associated fittings and the like incorporated in either New Goods or Reconditioned Goods.

Dispute means a dispute arising under this agreement.

Domestic Sales means any supply of Goods within the customs territory of Australia.

Due Date means the payment terms specified on an Invoice or where not specified on Net Cash terms.

Export Sales means any supply of Goods outside the customs territory of Australia.

Force Majeure Event means anything outside TT’s reasonable control including, but not limited to, fire, storm, flood, earthquake, explosion, riots, vandalism, war, invasion, rebellion, sabotage, epidemic, strikes, secondary boycotts, government embargoes, and shortages of labour, fuel, materials, supplies, power, transportation facilities or other circumstances beyond the reasonable control of TT.

Goods mean the supply of New Goods, OEM Goods, Reconditioned Goods, Software and/or Services, including Installations.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Hardware System Support Services means the Services (if any) to be provided by TT under Schedule 3 to the Agreement.

Hosting Services means the Services (if any) to be provided by TT under Schedule 2 to the Agreement.

Installation means the installation and setup by TT of New Goods, OEM Goods, Software or Reconditioned Goods.

Intellectual Property Rights means all intellectual property rights, including:

(i) patents, copyright, rights in circuit layouts, registered designs, trademarks, know how, trade secrets and any right to have confidential information kept confidential; and

(j) any application or right to apply for registration of any of the rights referred to in paragraph (a).

Invoice means a detailed list of all Goods and Services supplied, with an account of all costs.

LEADR is an organisation formed to promote and facilitate alternative dispute resolution processes.

Net Cash means payment upon delivery of the Goods or Services.

New Goods means Goods which are at their original operational level from the manufacturer (including OEM Goods), supplier or TT (including any Dispenser Hanging Hardware Components), but may have been quality control tested or tested prior to sale.

Non-Excludable Warranties means the exclusion of a warranty which would contravene any statute or cause any part of clause 12 to be void, except for any implied condition or warranty.

OEM Goods means any equipment, product or component acquired from the original equipment manufacturer to either be directly resold to a Customer or incorporated by TT into one of its New Goods or Reconditioned Goods.

OPT means outdoor payment terminals supplied by TT to the Customer.

Order has the meaning given to it in clause 2.2.

Order Acceptance means acceptance by TT of a Customer Purchase Order by TT issuing an acceptance of the Order, TT appropriates the

relevant Goods for delivery to the Customer or TT delivers the relevant Goods or Services to the Customer, whichever first occurs.

Overdue Amount means any amounts which a Customer fails to pay, in accordance with the terms of an Invoice (in full) on or before the Due Date.

PPSA means the Personal Property Securities Act 2009 (Cth).

Reconditioned Goods means Goods which have been serviced, readjusted or recalibrated to bring them to near new or original operational level (including any Dispenser Hanging Hardware Components).

Services means the provision of services to the Customer by TT subject to these Terms and Conditions or any other agreement between TT and the Customer.

Software means the intangible component of a computer system that imparts intelligence to the hardware in accordance with its stated functionality.

Special Conditions means the special conditions in the agreement (if any).

Subscription Services means the Services (if any) to be provided by TT under Schedule 5 to the Agreement.

TT means Transponder Technologies Pty Ltd ACN 083 558 178 and its related entities, 119 Hayward Avenue, Torrensville, South Australia 5031.

TT Intellectual Property Rights has the meaning given to it in clause 13.1(a).

TWeb Web-portal Application Services means the Services (if any) to be provided by TT under Schedule 4 to the Agreement.

Terms and Conditions means these terms and conditions.

Warranty means a warranty claim under TT’s Warranty Process (see clause 11.1) and under clause 11.

 

21. Interpretation

21.1 In this agreement, except where the context otherwise requires:

21.1 The singular includes the plural and vice versa, and a gender includes other genders;

21.2 Another grammatical form of a defined word or expression has a corresponding meaning;

21.3 A reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this agreement, and a reference to this agreement includes any schedule or annexure;

21.4 A reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

21.5 A reference to time is to Perth, Australia time;

21.6 A reference to a party is to a party to this agreement, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;

21.7 A reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

21.8 A word or expression defined in the Corporations Act 2001 (Cth) has the meaning given to it in the Corporations Act 2001 (Cth);

21.9 A rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it; and headings are for ease of reference only and do not affect interpretation.