Issued by Energy Stuff Pty Ltd trading as Energy Stuff ( ABN 19 621 556 607 ) (“Supplier”, “we” or “us”)
These Terms and Conditions set out the terms on which you agree to purchase, and we agree to provide and arrange installation of, the System.
These Terms and Conditions (“T&Cs”), and no terms and conditions of the Customer, will apply to any supply of Goods and/or Services by the Supplier to the Customer.
In these T&Cs:
“Balance Amount” means the Price less any Deposit received by the Supplier as specified in the Contract;
“Balance on Finance” means the portion of the Price payable which will be paid to the Supplier through a third party financier and will be repaid to such financier by the Customer;
“Business Days” means a day which is not a Saturday, Sunday or public holiday in the location of Supplier’s address set out in the Contract;
“Claim” means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise;
“Cooling off Period” means a minimum of 10 Business Days from the date of the agreement or such other minimum number of days prescribed by applicable legislation;
“Confidential Information” means information, whether in visual, oral, documentary, electronic, machine-readable, tangible, intangible or any other form, relating to the Supplier or any related entity of the Supplier including but not limited to any information relating to any business products, markets, operations, processes, techniques, technology, forecasts, strategies, or any other matter;
“Contract / agreement” means a contract or agreement formed as a result of the acceptance of an Order by the Supplier and after the elapse of the Cooling Off Period (if one applies to the agreement, and payment of the Deposit), and includes these T&Cs;
“Control” has the meaning set out in the Corporations Act 2001 (Cth);
“Customer” means the customer set out in any quotation, offer or other document provided by the Supplier (or, in the absence of such information, the customer who placed the Order);
“Deposit” is the amount specified in the Contract;
“Delivery Date” means any delivery date (if provided) in the Contract;
“Goods” means the goods referred to in the Contract;
“GST” means the A New Tax System (Goods and Services Tax) Act 1999;
“Insolvency Event” means any of the following, or any analogous, events;
(a) the Customer disposes of the whole or any part of the Customer’s assets, operations or business other than in the ordinary course of the business;
(b) the Customer ceases, or threatens to cease, carrying on business;
(c) the Customer is unable to pay the Customer’s debts as the debts fall due;
(d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Customer’s assets, operations or business;
(e) the Customer stops or suspends or threatens to stop or suspend a payment of all or a class of its debts;
(f) the Customer commits an act of bankruptcy or is declared bankrupt;
(g) any step is taken for the Customer to enter into any arrangement or compromise with, or assignment for the benefit of, the Customer’s creditors or any class of the Customer’s creditors; or
(h) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of the Customer’s assets, operations or business;
“Installer” means the person who carries out the Services as an independent contractor of the Supplier;
“Installer’s Warranty” means any express or implied warranty as to the installation of the System as provided by the Installer;
“Installation Address” means the address specified in a Contract;
“Intellectual Property Rights” means any present or future rights conferred by statute, common law or equity in any part of the world in relation to any confidential information, copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business names, domain names, inventions, trade secrets or other results of intellectual activity in any industrial, commercial, scientific, literary or artistic fields;
“Liability” means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees);
“Manufacturer” means the manufacturer of the Goods or System and includes its authorised importers, agents or resellers;
“Manufacturer’s Warranty” means any express or implied warranty as to the operation, function, performance, specification, quality and/or condition of the Goods provided by the Manufacturer;
“Order” means any written order or verbal order by the Customer to the Supplier for Goods and/or Services including specifically the Order Form;
“Order Form” means the form annexed to this Contract which contains the Customer information and description of the Goods and Services including the Price;
“Personnel” means any employee, servant, contractor, subcontractor, agent, partner, director or officer or authorised representative of a party;
“PPS Law” means:
(a) the Personal Property Securities Act 2009 (Cth) (“PPS Act”) and any regulation made at any time under the PPS Act (as amended from time to time); and
(b) any amendment made to any other legislation as a consequence of the PPS Act;
“Price” means the amount expressed as the ‘Net Contract Price’ in the Contract for the Goods and/ or Services (including but not limited to any delivery or other charges);
“Property” means the property located at the Installation Address;
“STC” means a Renewable Energy Certificate issued by the Commonwealth Office of the Clean Energy Regulator;
“STC Rebate” means the amount and conditions specified in the Contract and any addendum;
“Services” means the installation services to be supplied by the Installer associated with the Goods;
“Site Installation” means the Installation of the Goods and/or Services at the Delivery Address;
“Site Installation Fee” means the fee payable to the Installer by the Customer to compensate the Installer for any repeat of time spent travelling to the Delivery Address;
“System” means the solar system, or parts thereof, or any other Goods that we agree to supply to meet your energy needs.
3. Our Quote
3.1 We may have provided you with a quote based on the information you have provided us.
3.2 However, each Property is different and sometimes additional work may be required to install the System properly. In some cases, when we arrive at your Property and upon inspection of the Property, we may determine that the chosen System is not suitable for installation at the Property. Examples of this include where there is insufficient room for the System to be installed, or there are technical limitations such as distance limiting the installation of the System at the Property.
3.3 If the System referred to in the quote is not suitable for installation at the Property, Energy Stuff will notify you of any adjustments to the Price applicable for the proper installation of the System. The process for dealing with additional services and/or items is a ‘revision to quote’ which will clearly show the additions and or changes necessary.
3.4 Sometimes there are events beyond our control which may affect the installation of the System and we may have to withdraw a quote. We will contact you if this happens and see if we can arrange an alternative for you.
4. Planning Laws and Permissions
4.1 You are responsible for confirming with your local council whether there are any planning laws or other restrictions that limit or may limit your right to install the System at the Property. You must notify Energy Stuff immediately if your local council prohibits you from installing the System.
4.2 You are required to obtain all relevant approvals, consents and permits before installation of the System from your local council/planning authority and, if applicable, your strata corporation or body corporate.
4.3 If you do not own the Property on which you seek to install the System, you agree that you will obtain all necessary consents from the owner or body corporate (as applicable) before the Delivery Date.
4.4 For new homes, installations are only available once the Property has reached ‘lock up stage’ (i.e., when the home’s external wall cladding and roof covering is fixed, the flooring is laid and external doors and windows are fixed).
5. Order for Goods and/or Services
5.1 Any Order by the Customer to the Supplier and/or any acceptance of any Goods and/or Services by the Customer will constitute agreement to these T&Cs by the Customer
5.2 If the Supplier accepts an Order, the parties will have created a binding Contract and the Supplier will supply the Goods and arrange the Services to be provided to the Customer, and the Customer will pay the Price to the Supplier in accordance with the terms of the Contract (which will include these T&Cs).
5.3 The Customer is not entitled to cancel any Contract and must pay to the Supplier any costs associated with the Customer purporting to cancel a Contract.
5.4 The Customer must ensure the specification or properties of Goods and/or Services are provided at the time the Customer provides an Order to the Supplier
5.5 The Customer must ensure the specifications of the properties of Goods and/or Services stated in any Order by the Customer will be fit for the intended purpose of the Goods and/or Services
5.6 The Supplier and the Installer will be entitled to rely on the accuracy of any plans, specifications or other information provided by the Customer
5.7 If there are any errors in plans, specifications or other information provided by the Customer to the Supplier, the Supplier will be entitled to vary the Price accordingly.
5.8 The Supplier may cancel any Contract at any time prior to delivery of the Goods and/or Services with no liability other than to repay any amount of the Price paid in advance of the cancellation
5.9 The Customer acknowledges that the Supplier may, in its absolute discretion, choose to use a licensed third party installer to install the Goods or System.
6. Delivery and Installation
6.1 Where a Delivery Date and/or time has been agreed for a Site Installation of the Goods and/or Services, and where this date and/or time cannot be met by the Installer, the Customer will be notified by the Installer as soon as practicable and given an opportunity to agree to a new date and time
6.2 The Installer shall use reasonable endeavours to meet the Delivery Date for the Site Installation of the Goods and/or Services. In any event, the time of the Site Installation or the Goods and/or Services shall not be of the essence and the Installer and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Customer or by any third party arising directly or indirectly out of any failure to meet the arranged Delivery Date and/or time for the Site Installation of the Goods and/or Services
6.3 The conduct of any Site Installation does not relieve the Customer of the Customer’s sole responsibility to ensure the correctness of the Customer’s representations, understandings or beliefs (whether stated or unstated) as to the Customer’s eligibility at any time for any discount, government offer, rebate, or any other type of financial advantage or beneficial financial accommodation of any kind relating to, or resulting from the purchase or acquisition of the Goods and/or Services
6.4 The Customer is to be solely responsible for the accuracy and/or the applicability to the Customer of the representations, statements and beliefs referred to in clause 6.3.
6.5 The Customer, or the Customer’s representative fails to attend a pre-arranged Site Installation of the Goods and/or Services, a Site Installation Fee will be payable to the Installer
6.6 The Site Installation Fee is payable at the time of the Site Installation and shall not be deducted from the Balance Amount payable to the Supplier
6.7 The Customer acknowledges that the state and condition of the electrical wiring and metering at the site at which it is proposed that the Goods and/or Services are to be installed shall be the sole responsibility of the Customer and that the Customer is to be solely responsible for any additional cost involved in providing the Goods and/or Services resulting from any shortfall in such state and condition including but not limited to a meter upgrade required to complete the installation
6.8 The Customer acknowledges that the kilowatt description in the Contract is to the nearest kilowatt and further acknowledges that the Goods and/or Services provided may have a permitted variance of 10% above or below the described kilowatt capacity
6.9 The Supplier and the Installer reserve the right to adjust the Price and specification of the Goods and/or Services as a consequence of the Site Installation.
7. Delivery of Goods
7.1 If the Supplier agrees to deliver Goods to the Customer, the Supplier:
(a) may charge delivery charges;
(b) will endeavour to deliver the Goods to the Installation Address on the Delivery Date: and
(c) may charge further delivery charges if the Customer is unable to receive delivery of the Goods at the Installation Address or on the Delivery Date in accordance with any other delivery arrangements
- 7.2 The Supplier will not be liable for any delay in the delivery of Goods to the Installation Address due to reasons beyond its control
7.3 The Customer expressly acknowledges that the price negotiated by the Supplier is influenced by and dependent upon the Supplier’s ongoing ability to buy in bulk thereby availing the Supplier of various discounts and government and semi-government rebates and allowances. The Customer further expressly acknowledges that delays in supply of the Goods and/or Services to the Customer maybe be caused if the Supplier is not able to place minimum bulk orders of Goods to get those discounted supply pricings
7.4 The Customer expressly acknowledges that time shall not be the essence in the performance of the Supplier’s obligations and that the Supplier will not be liable for and loss or damage caused directly or indirectly, or occasioned by the delay in the supply and installation of Goods and/or Services
7.5 The Customer will ensure that he or she, or a member of the Customer’s Personnel will be at the Installation Address on the Delivery Date to accept delivery of Goods and sign the delivery docket
7.6 The Supplier may deliver any Goods to any person at the Installation Address who has apparent authority to receive delivery of Goods
7.7 The signature of the Customer or a member of the Customer’s Personnel on the Supplier delivery docket will represent acknowledgement by the Customer that the Supplier’s supply of the Goods complies with the Contract and these T&Cs.
7.8 The Customer will inspect the Goods immediately on delivery of the Goods and will be deemed to have accepted the Goods unless the Customer provides immediate written notice to the Supplier that the Customer rejects the Goods
7.9 The Customer warrants that it is the owner of the Property and is authorised to accept delivery and Installation of the Goods and provision of the Services
8.1 The Price is exclusive of GST unless otherwise stated by the Supplier in writing
8.2 The Customer must not withhold, make deductions from, or set-off, payment of any money owed to the Supplier for any reason
8.3 The Supplier may charge, in addition to the Price, any other fees and charges that the Supplier notifies to the Customer from time to time
8.4 The Customer expressly acknowledges that this agreement does not cover the agreement to connect the System to the main electrical grid. Such connection and any agreement for such connection shall be facilitated by the Customer and their electricity retailer.
8.5 (if STC is applicable) The Customer expressly warrants that if the Goods and/or Services are installed before the Customer is notified of a rebate or if the STC Rebate is not obtained for any reason directly or indirectly related to the actions or omissions of the Customer, then the Customer must immediately pay an amount equivalent to the STC Rebate to the Supplier
9.1 The Customer must make full payment of the Price as follows until and unless a special payment plan has been agreed with the Supplier in writing:
(a) by credit card using the process prescribed by the Supplier. A process fee may be charged by the Supplier for use of credit cards which will be no greater than 2% of the transaction value;
(b) where credit terms are agreed, a Deposit is payable within 5 Business Days after a Contract has been signed and an invoice has been issued by the Supplier;
9.2 The Balance Amount must be paid (in cleared funds) and any other amounts payable to the Supplier in accordance with the payment terms mentioned in the Contract and any addendum If the Supplier grants credit terms to the Customer, the Customer agrees to grant the Supplier a security interest over the whole of the Customer’s present and future undertakings, property and assets (including, without limitation, all of the Customer’s legal and beneficial interests in freehold and leasehold land) as security for any amount owed by the Customer to the Supplier and the Customer acknowledges the Supplier may lodge registrations in accordance with the PPS Act or take any other actions to enforce the Supplier’s security over the secured property
9.3 The Customer must reimburse the Supplier for the full amount of any bank or other fees associated with any dishonoured payments or cheques and any legal, debt recovery or other expenses associated with any action by the Supplier to recover money from the Customer
9.4 The Supplier may charge monthly compounding interest on any overdue amounts owed by the Customer at a rate of 20% per annum
9.5 In the event that the Customer chooses to finance the whole or part of the Price via a third party financier(s), the Supplier shall be nominated as the payee of any owed sum on the Price to be paid out by the financier(s) and the Customer shall pay the fees as they fall due in accordance to the set terms in their contract with the financier
(a) The Supplier will make available to the financier all details of the System and the quoted price.
(b) The Supplier takes no responsibility for the credit worthiness of the Customer as this decision is at the discretion of the financier, as is the decision for it to supply credit terms.
(c) The Supplier will only action an order under separate finance when finance has been approved..
10. Risk and Title
10.1 The risk in Goods passes to the Customer, and the Customer must insure the Goods immediately on the collection of Goods by the Customer or delivery of the Goods by the Supplier
10.2 The Customer will not receive title to the Goods until the later of the following alternate payment dates:
(a) (if STC is applicable) where the Price of the STC Rebate is paid before the Customer is notified of the STC Rebate, the date of the final payment by the Customer to the Supplier of all amounts payable by the Customer to the Supplier under clause 5 of these T&Cs; or
(b) (if STC is applicable) where the Price or the STC Rebate is paid after the Customer is notified of the STC Rebate, the date the Customer makes full payment of the Price and any other amounts payable to the Supplier
10.3 Until title in the Goods passes to the Customer in accordance with these T&Cs, the Customer will:
(a) be only a baillee of the Goods;
(b) ensure the Goods are kept separate and identifiable from other goods;
(c) not allow any person to have or acquire a security interest in the Goods;
(d) return any Goods to the Supplier immediately on request;
(e) authorise the Supplier or any agent of the Supplier to enter any land and premises owned, occupied or controlled by the Customer where the Goods are located and take possession of the Goods at the Customer’s reasonable expense;
(f) irrevocably appoints the Supplier or any agent of the Supplier, its attorney to do all acts and things necessary to enforce the retention of title to the Goods including, without limitation, the registration of any security interest in favour of the Supplier with respect to the Goods under the applicable law;
(g) grants an irrevocable licence to the Supplier or its agent to enter upon the Customer’s premises in order to recover possession of the Goods pursuant to this clause. The Customer indemnifies the Supplier in respect of any damage to property or personal injury which may occur as a result of the Supplier, or
its agent, entering the Customer’s premises; and
(h) hold the proceeds from any sale or disposal of the Goods on trust for the Supplier
10.4 Where the Goods are supplied to the Customer without payment in full of all moneys payable in respect of the Goods and/or Services, the Customer acknowledges that the Supplier has a right to perfect a personal property security interest.
11. Force Majeure
The Supplier will not be liable to the Customer for any failure to perform, or delay in performing, the Supplier’s obligations under these T&Cs if the failure or delay is due to any cause beyond the Supplier’s reasonable control and if any such failure or delay continues for a period of 14 days the Supplier may terminate any affected Contract.
12. Confidential Information and Intellectual Property
12.1 The Customer shall not use, divulge or communicate to any person (other than with authority from the other party or as required by any judicial or government body) any trade secrets or information which are for the time being confidential to the Supplier and are not in the public domain and the Data (collectively the “Confidential Information”) which the Customer may have received or obtained during the term of the Contract. This restriction shall continue to apply for a period of one (1) year after the termination of the Contract for whatever cause, but shall cease to apply to information or knowledge which may come into the public domain otherwise than through the unauthorized disclosure by or the fault of the Customer
12.2 No supply of Goods and/or Services to the Customer will grant to the Customer any Intellectual Property Rights in respect of the Goods and/or Services.
13. Exclusions and Limitations of Liability
1301 The Customer expressly agrees that the use of the Goods and/or Services is at the Customer’s risk. To the full extent allowed by law, the Supplier’s liability or the Installer’s liability for breach of any term implied into these T&Cs by any law are each excluded
13.2 All information, specification and samples provided by the Supplier and/or by the Installer in relation to the Goods and/or Services are approximations only and, subject to any guarantees under the Competition and Consumer Act 2010 (Cth), small deviations or slight variations from them which do not substantially affect the Customer’s use of the Goods and/or Services will not entitle the Customer to reject the Goods and/or Services upon delivery, or to make any claim in respect of them
13.3 Subject to clause 13.7, the Supplier gives no warranty in relation to the Services provided or supplied by the Installer. Under no circumstances is the Supplier liable or responsible in any way to the Customer or any other person for any loss, damages, costs, expenses or other claims (including consequential damages and loss of profit or loss of revenues), as a result, direct or indirect, of any defect, deficiency or discrepancy in the Goods and/or Services including in their form, content or timeliness of deliveries, failure of performance, error, omission, defect, including, without limitation, for and in relation to any of the following:
(a) any Goods and/or Services supplied to the Customer;
(b) any delay in supply of the Goods or Services; or
(c) any failure to supply the Goods or Services
13.4 Any advice, recommendation, information, assistance or service given by the Supplier in relation to the Goods and/or Services is given in good faith and is believed to be accurate and reliable at the time it is given, but is provided without any warranty of accuracy, appropriateness or reliability. The Supplier and the Installer do not accept liability or responsibility for any loss suffered as a result of the Customer’s reliance on such advice, recommendation, information, assistance or service
13.5 The Supplier gives no warranty and accepts no liability in relation to the estimated saving the Customer may make through the installation of the System provided. Our estimates are based on industry averages and cannot consider each specific circumstances of the Customer or its Property.
13.6 Subject to clause 13.7, the Supplier gives no warranty in relation to the Goods provided or supplied under the Contract. Under no circumstances is the Supplier liable or responsible in any way to the Customer or any other person for any loss, damages, costs, expenses or other claims (including consequential damages and loss of profits or loss of revenues), as a result, direct or indirect, of any defect, deficiency or discrepancy in the Goods including in their form, content or timeliness of deliveries, failure of performance, error, omission, defect, including, without limitation, for any of the following:
(a) and Goods and/or Services supplied to the Customer;
(b) any delay in supply of the Goods or Services; or
(c) any failure to supply the Goods or Services
13.7 Nothing in these T&Cs or the Contract excludes, restricts or modifies any condition, warranty, right or remedy conferred on the Customer by the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded, restricted or modified by agreement.
13.8 To the fullest extent permitted by law, the liability of the Supplier for a breach of a non-excludable condition or warranty is limited, at our option to:
(a) in the case of Goods, any one or more of the following:
- the replacement of the Goods or the supply of equivalent goods;
- the repair of the Goods;
- the payment of the cost of replacing the Goods or of acquiring equivalent goods; or
- the payment of the cost of having the Goods repaired; or
(b) in the case of Services;
- the supplying of the Services again; or
- the payment of the cost of having the Services supplied again.
13.9 Subject to any non-excludable warranty by law, the Customer acknowledges and accepts the Manufacturer’s Warranty and the Installer’s Warranty as the only warranties provided with the Goods and Services and the Supplier will make the Customer aware of these warranties at the time of purchase.
13.10 The Supplier will assist the Customer with any claim in respect of the Goods which are expressly covered in the Manufacturer’s Warranty or the Installer’s Warranty to the extent of providing contact details and confirmation of receipt of purchase of any Goods supplied by the Supplier under this Contract.
13.11 Regardless of any verbal or written offer, anything that is not explicitly mentioned in this Contract as included shall be deemed to be excluded
(a) the PPS Law applies or commences to apply to these T&Cs, or any transaction contemplated by them, or the Supplier demands (based on legal advice) that this is the case; and
(b) in the Supplier’s opinion, the PPS Law:
- does or will adversely affect the Supplier’s security position or obligations; or
- enables or would enable the Supplier’s security position to be improved without adversely affecting the Customer, the Supplier may give notice to the Customer requiring the Customer to do anything (including amending these T&Cs) that in the Supplier’s opinion is necessary, to the maximum possible extent,
to overcome the circumstances contemplated in paragraph (i) above or improve the security position contemplated in (ii) above. The Customer must comply with the requirements of that notice within the time specified in the notice. If having completed everything reasonably practicable as required under this
clause, in the Supplier’s opinion the Supplier’s security position or obligations under these T&Cs have been or will be materially adversely affected, the Supplier may by further notice to the Customer cancel these T&Cs, in which case the Customer must immediately pay to the Supplier any moneys owed to
the Supplier by the Customer.
These Conditions supersede all previous representations and communications, whether written or oral. All descriptive specifications, performance figures, drawings, data, dimensions, and weights furnished by the Supplier or contained in its website, price lists, catalogues or advertisements are by way of general description only and do not form part of these Conditions. Any performance figures given by the Supplier are estimates only and the Supplier will be under no liability for damages for failure by the Goods to attain such figures unless specifically guaranteed in writing and any such written guarantee will be subject to the recognised tolerances applicable to such figures. Subject to these Conditions, any advice, recommendation, information or assistance provided by the Supplier in relation to the Goods, whilst believed by the Supplier to be appropriate, is provided without liability or responsibility on the part of the Supplier.
The Customer indemnifies the Supplier and each member of the Supplier’s Personnel on a full and continuing indemnity basis from and against any Liability or Claim arising directly or indirectly in relation to:
(a) the Customer’s breach of these T&Cs or any Contract;
(b) the negligence or willful misconduct of the Customer or any member of the Customer’s Personnel;
(c) damage to the property of the Customer or any third party during delivery of Goods;
(d) any spillage, breakage or contamination of Goods during any transport or delivery;
(e) the Goods and/or Services not being fit for any particular purpose;
(f) if any tests conducted by a third party in relation to Goods and/or Services;
(g) the Customer or any member of the Customer’s Personnel directly or indirectly causing any delay in the supply of any Goods and/or Services;
(h) the Customer or any member of the Customer’s Personnel refusing to accept any delivery; or
(i) the Customer or any member of the Customer’s Personnel purporting to cancel a Contract
The Supplier may immediately terminate or suspend the performance of, any Contract and the Customer must immediately pay any money owed to the Supplier if:
(a) the Customer breaches a term of these T&Cs or any Contract and does not remedy the breach within 7 days of receiving a notice from the Supplier requiring the Customer to do so;
(b) the Customer breaches a term of these T&Cs or any Contract which is not capable of remedy;
(c) there is any direct or indirect change in the Contract of the Customer; or
(d) an Insolvency Event arises in relation to the Customer
17.1 These T&Cs or any Contract may only be amended with the Supplier’s express written agreement
17.2 Any waiver by the Supplier must be express and in writing
17.3 If any of the Supplier’s rights under these T&Cs or any Contract is unenforceable, the provision will be severed and the remaining provisions will continue to apply
17.4 The Customer must immediately provide written notice to the Supplier if there is any direct or indirect change in the Control of the Customer
17.5 The Supplier may assign any rights or benefits under any Contract or these T&Cs or any Contract to any third party,
17.6 The Customer may only assign any rights or benefits under any Contract or these T&Cs or any Contract with the Supplier’s prior written consent
17.7 These T&Cs and agreement will be governed by the law of the Victoria, Australia. All disputes, claims, and questions regarding the rights and obligations of the parties under the terms of the agreement are subject to arbitration. Either party may make a demand for arbitration by filing such demand in writing with the other party within 30 days after the dispute first arises. Subsequently, arbitration shall be conducted as per the standard process for commercial arbitration prevalent in Victoria, Australia. In the event that any action is filed in relation to the agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party’s legal fees.
17.8. In these T&Cs:
(a) the headings will not affect interpretation of these T&Cs;
(b) the singular includes the plural and vice versa, and a gender includes other genders;
(c) any other grammatical form of a word or expression defined in these T&Cs has a corresponding meaning;
(d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
(e) a reference to a party to a document includes the party’s executors, administrators, heirs, successors in title, permitted assigns and substitutes;
(f) a reference to a person includes a natural person, body corporate, partnership, trust, association or any governmental, administrative or judicial body, tribunal, department, commission, authority, agency, minister, corporation or instrumentality or any other entity;
(g) a reference to a statute, ordinance, code or other law includes regulations, rules and other instruments under the statute, ordinance, code or other law and any consolidations, amendments, re-enactments or replacements;
(h) a word or expression defined in the Corporations Act has the meaning given to the work or expression in the Corporations Act;
(i) the meaning of general words is not limited by specific examples introduced by “including” ,”for example” or similar expressions;
(j) any agreement, representation, warranty or indemnity by two or more parties binds those parties jointly and severally;
(k) any undertaking by a party not to do any act or thing will be deemed to include an undertaking not to permit or suffer the doing of that act or thing;
(l) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these T&Cs or any part of these T&Cs; and
(m) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business day.