GENERAL TERMS AND CONDITIONS

The terms and conditions (Terms) set out below and updated on the 14th of April 2026 apply to all services provided by the Company or any of its Related Bodies Corporate to any party whether or not expressed in an executed agreement.

 

  1. DEFINITIONS AND INTERPRETATION
    • A reference to any term or condition in any written document between the Company and a Client is a reference to these Terms.
    • Any later dated written agreement, service schedule, scope of work or quote issued by the Company will prevail over these Terms to the extent only of, and in relation to, any inconsistency.
    • In these Terms:

Appointment means the appointment by Client of the Company under clause 2 to provide the Services.

Client means any person or entity to whom the Company renders Services at any time.

Company means Zora Mgmt Pty Ltd and includes a reference to a Related Body Corporate, that actually supplies some, or all, the Services.

Contract means any written or oral agreement and whether or not executed by one or more of the parties thereto, for the Company to render Services to a Client and includes (but is not limited to) an exchange of correspondence, an accepted quotation. a letter of engagement, statement of work or written service schedule. For avoidance of doubt, a Contract is formed by written or verbal agreement, or a Client accepting the benefit of or continuing to receive any Services.

Fees means all amounts payable by the Client to the Company in connection with the Services.

Personnel means all individuals provided by the Company to Client pursuant to the performance of the Services or as otherwise required under a Contract, including but not limited to, security guards, concierge staff, supervisors and managers, and includes any employees, contractors, subcontractors or agents of the Company and whether at or about a Site or otherwise.

Related Body Corporate has the meaning assigned to it in the Corporations Act 2001 (Cth).

Services means the services to be provided by the Company to the Client as set out in or contemplated by a Contract and unless the context otherwise requires, include a reference to the supply of Personnel.

Site means any location at which the Company provides Services and where the context so requires, includes the immediate vicinity.

Term means a period specified or otherwise determined in clause 2.2.

  1. APPOINTMENT AND TERM
  • Appointment
    • Client appoints the Company to provide the Services to Client as described herein or in any Contract.
    • The Appointment is on an exclusive basis. This means Client must not during the Term appoint, or approach with a view to appointing, any other party to provide any service to Client that is the same as, or substantially similar to, the Services unless the Company is not able to provide the Services for which the other party has been approached, and then only for so long as the Company is not able to provide the relevant Services.
    • Without derogating from clause 2.1(b), the Company may provide services that are the same as, or substantially similar to, the Services to any other party even if that other party is a competitor of Client.
  • Term
    • The Appointment will commence on the commencement date (Commencement Date) as set out in the Contract (notwithstanding the date of execution of the Contract) and subject to clause 2.2(b), will last for a fixed term of 3 years, unless otherwise noted in the Contract.
    • Unless a Client gives notice in writing to the Company not less than 60 days before expiry of the (relevant) Term that it wishes the Contract to expire at the end of that Term, the Contract will not terminate on expiry, but will automatically renew for a further Term on the same terms and conditions including this clause 2.2(b) (other than for rates and Fees which the Company may increase in accordance with its then current rate card for similar contracts).
  1. SERVICES
  • Provision of Services
    • The Company must provide the Services to Client as set out in a Contract and subject to any special terms contained therein.
    • Unless otherwise noted in the Contract:
  • a minimum shift length is 4 hours;
  • the minimum notice period for cancelling ad hoc shifts (i.e. shifts not provided for in a Contract) is 6 hours; and
  • Ad-hoc/last minute call out fees (under 6 hours’ notice) will attract a 25% surcharge and will be charged at a minimum of 4 hours.
    • The Client may, by written notice to the Company, request a variation to the Services at any time during the Term. the Company is not obliged to agree to any requested variation unless the parties agree in writing.
    • Despite any other provision of these Terms or a Contract, the Client may only request a variation on the basis that:
  • the variation does not result in any decrease in the scope of the Services;
  • the variation does not reduce the number of Personnel required to perform the Services; and
  • the parties agree in writing on changes to the Fees and any other affected Terms.
    • If the parties agree to a variation, the Fees will be adjusted by an amount that is reasonable having regard to the nature and extent of the agreed variation, and the Services will thereafter be performed as varied from the date agreed in writing or the date on which the varied Services commence, whichever is the earlier.
  • Representatives
    • Each Party must appoint a representative (Representative). To the extent not specified in a Contract, each party must notify the other in writing of the name and contact details of its Representative.
    • the Company’s Representative is responsible to oversee and manage the provision of the Services.
    • Client’s Representative is responsible for submitting queries to, or fielding queries from, the Company in relation to the Services.
    • the Representatives must meet at least quarterly (or at such other frequency as agreed in writing between the Parties) to discuss the Services, including contract compliance and any issue of concern or interest to either Party and any proposed solutions for addressing the same; and
    • either Party may, by notice in writing to the other Party, replace its nominated Representative/s.
  1. OBLIGATIONS OF THE PARTIES
  • The Company’s Obligations

The Company must:

  • perform the Services in a professional, diligent, and lawful manner having regard to the legislation governing the Services in the State in which they are being provided and to the standard of skill and care expected of a service provider experienced in the provision of the Services. Client acknowledges that Services and rostered Personnel are supplied to meet the brief given by Client.
  • use best efforts to supply that number of Personnel to perform the Services on any occasion as requested by the Client, unless the Company is of the view, acting reasonably, that a lesser or greater number of Personnel is required to properly perform the relevant Service. In such event, and unless circumstances otherwise dictate, the Company will obtain Client’s approval to the provision of a different number of Personnel (which approval may be given after the fact and may not be unreasonably withheld). the Company will be responsible for the supervision and control of all Personnel deployed, all of whom must be appropriately licensed, qualified, trained, and competent in the provision of the Services.
  • in conducting the Services and discharging any other obligation under the Contract, comply (in all material respects) with:
  • all applicable Laws; and
  • any relevant policies of the Client notified in writing to the Company, including (but not limited to) policies regarding occupational health and safety, site policies and security.
    • where required, maintain an incident register to the standard required by the relevant authorities and (to the extent it is not in breach of any relevant authority), the Client (acting reasonably).
    • where required, maintain a sign on system to the standard required by the relevant authorities and (to the extent it is not in breach of any relevant authority), the Client (acting reasonably); and
    • ensure its Personnel are managed, trained, supported, and adequately supervised.
  • Insurance / Licensing

For the duration of the Term, the Company must affect and maintain the following insurances:

  • public liability insurance written on an occurrence basis with a limit of indemnity of not less than $20 million for any one occurrence and which covers liability in respect of damage to or loss or destruction of any real or personal property and/or the personal injury or death of any person arising out of or in connection with the provision of the Services.
  • professional indemnity insurance with a limit of indemnity of not less than $5 million; and
  • insurance against any liability for death of or any injury to any person employed by the Company giving rise to a claim under any applicable statute relating to a workers’ or accident compensation or at common law.
  • Client Obligations

In relation to Services or Personnel required by Client and provided by the Company, Client must:

  • notify the Company of unusual or special circumstances that might have the effect of increasing the ordinary risk profile of the Appointment. Without derogating from the foregoing, Client must, in addition, notify the Company of any unusual, additional or temporary risks which may be relevant to the delivery of the Services as soon as any such risk(s) occur, or it becomes apparent are likely to occur, and Client must take all reasonable precautions to avoid or reduce such risk(s);
  • without derogating from clause 4.3(a), consider any recommendation made by the Company relating to the appropriate number, or qualification, of Personnel to be deployed.
  • make available to the Company all relevant instructions, information, documents, specifications, plans, drawings and any other material and particulars and/or answer all such queries as might be reasonably required, requested, or asked by the Company for delivery of the Services in accordance with the requirements of both Client and the Company.
  • acknowledge that except only for the inherent risk involved in the nature of the Services (which is accepted by the Company), Client has a duty of care to the Company and the Company’s employees and other Personnel to provide a safe workplace.
  • represent and warrant to the Company that Client has, and will maintain, an up-to-date workplace health and safety management plan that complies in all respects and at all times with all relevant occupational and workplace health and safety laws and provisions; and
  • acknowledge and agree that:
  • the Company at all times retains full control, direction and supervision of Personnel engaged in the performance of the Services. The Client may communicate its requirements and the desired outcomes of the Services but must not direct, supervise or otherwise control the Company’s Personnel in the manner in which the Services are performed. .
  • the Company Personnel will act under the direction of the Company and not as employees, agents or representatives of the Client. Neither the Company nor its Personnel are required to comply with any instruction or request from the Client that is unlawful, unsafe, or inconsistent with the proper performance of the Services.
  • if Client provides the Company with any written or verbal direction, instruction or request the Company then to the extent the Company acts in accordance with any such direction, instruction or request, the Company will not be liable for any loss, damage, or consequence arising from that direction, instruction or request.
  • Warranties by the Company

The Company represents, warrants, and undertakes to the Client that it will:

  • discharge its obligations under the Contract in accordance with the terms of the Contract in a proper and workmanlike manner;
  • deploy only Personnel who are properly licensed and competent to carry out the Services (as applicable to them); and
  • comply in all material respects with all applicable laws and maintain all approvals, licences, consents, and permissions necessary for the performance of its obligations under the Contract.
  • Reciprocal Warranties

Each Party warrants and represents to the other, upon which warranties each Party relies:

  • if a corporate entity, it has been duly incorporated in accordance with the Corporations Act 2001 (Cth), and no steps have been taken for its winding up or deregistration;
  • all necessary procedures have been followed and authorisations obtained for it to enter the Contract and for the obligations in the Contract to be binding upon it;
  • a Party’s signatory(ies) to the Contract are duly authorised and able to bind that Party to the Contract; and
  • the execution, delivery, and performance of this Contract:
  • complies with its constitutionor other constituent documents; and
  • does not constitute a breach of any law or obligation, or cause or will result in a default under any agreement, or Encumbrance, by which it is bound, and which would prevent it from entering into and/or performing its obligations under this Contract.
  • Acknowledgment by Client

The Client acknowledges and agrees that:

  • the Services are intended to assist in identifying, managing and reducing the likelihood or impact of certain risks, but are not intended to, and will not necessarily, eliminate all risks or prevent all incidents from occurring;
  • the Company does not give any warranty, guarantee or representation that the Services will prevent or avoid all incidents, losses, damages, injuries or other harm;
  • the effectiveness of the Services may depend on factors outside the control of the Company, including the Client’s own systems, processes, Personnel and third-party infrastructure; and
  • the Company will have no liability for any loss, damage, delay, failure or interruption arising from or connected with any failure or inadequacy of systems, equipment, communications, utilities or infrastructure provided by third parties or otherwise not under the Company’s direct control.
  1. FEES
  • Payment
    • Unless otherwise specified all Fees are payable prior to Services being rendered. If agreed in writing, invoices will be rendered at the frequency specified in the Contract and if not specified, weekly in arrears and in such cases, Client must pay to the Company the Fees in the manner specified in a Contract or if not specified then within 7 days from date of invoice.
    • If Client defaults in the payment of any invoice, then notwithstanding any other arrangement then in force and without prejudice to any other right under these Terms, a Contract or at law, all due but unpaid Fees will immediately become due, owing and payable.
    • Without derogating from its rights under clause 5.5 to charge interest on overdue invoices or under clause 9.2(d), the Company may suspend all or any Services pending payment of any outstanding invoice (together with accrued interest and/or costs).
  • Disputed amounts

If a Client disputes an invoice, then Client must pay the non-disputed portion of the invoice. Once the dispute is resolved, the Company will include the resolved amount in the next invoice the Company submits to the Client in accordance with the Contract and in the absence of any further invoice, Client must pay to the Company the resolved amount within 3 days of the amount being resolved. Notwithstanding any dispute in relation to any invoice, the parties must continue to perform their respective obligations under a Contract.

  • Interest

the Company reserves the right to charge interest on late payments, at a rate of 12% per annum, calculated daily, compounded monthly in arrears, and reckoned from the due date of payment until the actual date of payment.

  • Set Off

All Fees must be paid by a Client under the Contract on due date and without set off.

  • Costs and other charges
    • Client must reimburse the Company for any reasonable expenses incurred by the Company on behalf of Client provided that any expense over $500 must be pre-approved in writing by Client.
    • Any claim for reimbursable expenses must be included in the next invoice submitted by the Company.
    • If the Company gives Client a direction in writing specifying that payment of any invoice must be made to a third party, Client must make payment to that third party in the manner specified. Note, the Company will NEVER direct Client by telephone or email alone notifying a change to its payment or bank account details. Any payment made by Client to a third party in contravention of this clause 5.7 will not be deemed a payment to the Company and Client will remain liable to the Company in the amount of such misdirected payment.
    • Client must bear and pay (on an indemnity basis) all costs of late payment collection including legal fees, agent’s fees, and court costs in the event of default by Client of any payment due under any Contract and whether or not such default relates to a dispute of any portion or all of any invoice.
  1. PRIVACY AND PERSONAL INFORMATION

If, in the course of providing the Services or performing its obligations under a Contract, the Company obtains any Personal Information, the Company must:

  • treat that Personal Information as Confidential Information in accordance with clause 7;
  • only act on the instruction of the Client and comply with the Client requirements including the Client’s privacy policy and other policies and procedures which relate to the handling of Personal Information as provided to the Company from time to time in writing; and
  • ensure that all Personal Information is stored within Australia and must not transfer any Personal Information outside of Australia unless it has obtained the prior written consent of the Company.
  1. CONFIDENTIALITY
  • Use of Confidential Information

the Company must:

  • treat as strictly confidential and only use and reproduce Confidential Information of the Client to perform its obligations under the
  • not disclose or otherwise make available the Confidential Information of the Client other than to its Personnel, officers, or external advisers (acting as such) who have a need to know the Confidential Information in order to provide the Services and who have agreed in writing to maintain the confidentiality of such Confidential Information.
  • Disclosure of Confidential Information

Without limiting the generality of clause 7.1, the Company must not, without the prior written approval of Client, either during or after termination of the Contract, make a record of or divulge or communicate to any person or body, and must prevent the publication or disclosure of, any Confidential Information and the Company must not make use of any such Confidential Information for any purpose whatsoever not directly necessary for performance of its obligations under a Contract

  1. NON-APPROACH, NON-CIRCUMVENTION and NON-COMPETE
    • The Client acknowledges that the Company may discharge its obligations under a Contract by sub-contracting other parties to provide services and products to the Client and that the relationship the Company enjoys with its subcontractors is valuable to the Company and key to its business. In consideration for the benefits received from performance of the Services, the Client agrees for the duration of the Term and for the periods specified in clause 8(b), not to circumvent or endeavour to circumvent the terms of a Contract by approaching or contracting directly or indirectly with any entity that renders services or supplies employees or products to the Client as a sub-Contractor to, or agent of, the Company with a view to obtaining any or all such services, employees or products directly from that entity and that if it does so in contravention of this clause, the Company may obtain injunctive relief, at the cost of the Client (on a full indemnity basis), to protect its rights.
    • The Client agrees and undertakes, it will not, directly or indirectly, either during or for a period of 12 months after termination of a Contract (or if that period is deemed unreasonable by a Court of competent jurisdiction, then for a period of 6 months), solicit, approach with a view to employing or engaging or actually employ or engage any employee of, or consultant (or independent contractor) to the Company or any person who was in the employ of, engaged or sub contracted by, the Company during the immediately preceding 12 month period or in any other manner induce such person to leave the employ or engagement of the Company or otherwise terminate its (direct or indirect) relationship with the Company. 
  1. TERMINATION
  • Termination for cause

A party (the Aggrieved Party) may terminate the Contract in whole or in part, immediately by notice to the other party (Defaulting Party) if:

  • the Defaulting Party is in breach of a material term of the Contract which is not capable of remedy;
  • the Defaulting Party is in breach of a material term of the Contract, which is capable of remedy, and the breach is not remedied within 14 days of receipt of written notice (Notice Period) from the Aggrieved Party to remedy the breach; or
  • an order is made for the Defaulting Party to be wound up otherwise than voluntarily for the purpose of solvent amalgamation or reconstruction, the Defaulting Party becomes insolvent or bankrupt, has a receiver of its property or assets or any of them appointed, has an official manager appointed, makes or offers to make any assignment for the benefit of creditors, enters or offers to enter into a deed or scheme or arrangement of composition with creditors otherwise than for the purpose of solvent amalgamation or reconstruction, or any proceedings under any bankruptcy or liquidation or insolvency laws are commenced by or against the Defaulting Party or any guarantor or surety for the Defaulting Party.
  • Consequences of Termination or Expiry
    • Termination of the Contract for any reason, will not prejudice any right of action or remedy which may have accrued to either party prior to termination.
    • During the Notice Period but subject to clause 9.2(c), the Company must continue to render the Services and perform its obligations to the Client (who must accept and pay for the same) as per the scope of services in the Contract as if the Contract had not been terminated and neither the Company nor the Client may reduce or endeavour to reduce or vary (downwards) the scope or value of Services as per the Contract. If the scope or value of Services to apply during the Notice Period is not able to be accurately determined, then t the average of the value of the Services provided by the Company to the Client during the preceding 12 months of the Contract will apply to the Notice Period.
    • Notwithstanding clause 9.2(b), the Client may make payment to the Company in lieu of accepting Services from the Company during the Notice Period. If the scope or value of Services to apply during the Notice Period is not able to be accurately determined, then the average of the value of the Services provided by the Company to the Client during the preceding 12 months of the Contract will apply to the Notice Period.
    • If the Contract is terminated by the Company under cause 9.1 as a result of a breach by Client or Client repudiates or otherwise wishes to terminate the Contract before its scheduled expiry, then Client must pay to the Company the value of the Contract for the unexpired portion of the Term calculated mutatis mutandis in the manner provided in clause 9.2(c).
  • Survival

The provisions of the Contract that deal with payment, dispute resolution, intellectual property, confidentiality, warranties, indemnity, insurance and consequences of termination or expiry survive the termination or expiry of the Contract and may be enforced at any time.

  1. DISPUTES
    • A Party claiming that a dispute (Dispute) has arisen under or in connection with the Contract shall notify the other Party in writing giving details of the dispute.
    • During the fourteen (14) day period after a notice is given under clause 10(a) (or any longer period agreed in writing between the Parties) (the Dispute Period) the Parties’ Representatives must work together in good faith to resolve the Dispute.
    • If the Dispute is not resolved by the Parties’ Representative within the Dispute Period, the Dispute must be referred to the respective managing directors (or CEOs) who must similarly work together in good faith to resolve the Dispute for a further period of at least fourteen (14) days (or any longer period agreed in writing between the Parties).
    • Whilst the procedure set forth in this clause 10 is being followed, both Parties must continue to fulfil their obligations under the Contract., including payment of invoices.
    • The procedure set out in this clause 10 is not intended to, and does not, limit or exclude a Party’s rights under the Contract or at common law or equity (including the right to make application for interim or urgent relief, including injunctions).
    • If, despite the endeavours of the Parties, the Dispute is not resolved within the Dispute Period, the party raising the Dispute may take such action as it deems fit out of any court of competent jurisdiction.
    • If a party fails to comply with this clause by refusing to enter into negotiations to resolve the Dispute or failing to negotiate in good faith, the other party may refer the Dispute to mediation or may commence proceedings out of any court or tribunal of competent jurisdiction without following the provisions of this clause 9.
  1. GST
  • Consideration is Exclusive of GST

Unless otherwise expressly stated, all Fees or other sums payable or consideration to be provided under or in accordance with the Contract are exclusive of GST.

  • Recipient to Pay an Additional Amount

If GST is imposed on any supply made under or in accordance with a Contract, the recipient of the taxable supply must pay to the Company an additional amount equal to GST payable on or for the taxable supply subject to the recipient receiving a valid tax invoice in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with a Contract.

  • Reimbursement

If the Contract requires a party to pay for, reimburse or contribute to any expense, loss or outgoing (reimbursable expense) suffered or incurred by another party, the amount required to be paid, reimbursed or contributed by the first party will be the amount of the reimbursable expense net of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense plus any GST payable by the other party.

  1. NOTICES
  • General

A notice, demand, certification, process, or other communication relating to the Contract must be in writing in English.

  • How to Give a Communication

A communication must be given by one of the following means:

  • personal
  • being left at the party’s current address for notices.
  • sent to the party’s current address for notices by pre-paid ordinary mail or, if the address is outside Australia, by pre-paid airmail; or
  • sent by email.
  • Communications by Post

A communication is given if posted:

  • within Australia to an Australian address, 2 Business Days after posting; or
  • in any other case, 7 Business Days after posting, in each case, excluding the date of posting.
  • Communications by e-mail

A communication is given if sent by email, when the sender’s device produces a report that the email was sent in full to the addressee. That report is conclusive evidence that the addressee received the email in full at the time indicated on that report.

  1. GUARANTEE

In consideration for entering into the Contract at their request, each director of the Client, by their signature to the Contract, binds themselves personally, on a joint and several basis, as guarantor for the due and punctual payment of all monies owed by the Client to the Company under, or in connection with, the Contract.

  1. RELATIONSHIP OF PARTIES
    • A Contract is not intended to, and does not, create a partnership, joint venture, or agency relationship between the parties. the Company is an independent company and will perform and execute the Services using its own policies, techniques, and methods. It will follow the directions of the Client only as to the results to be achieved. No person engaged in performing the Services shall be deemed to be an employee, consultant, or agent of the Client for any purposes whatsoever.
    • If licensed security Personnel are being provided, then, unless otherwise agreed, The Client acknowledges that, under the Security Industry Act 1997 (NSW) s 38A, it has been advised that the Company may use sub-contracting arrangements from time to time to provide the Services or supply the required Personnel. The Client hereby consents to this arrangement.
  1. INDEMNITY

To the extent permitted by law, the Client releases the Company in respect of and indemnifies the Company against any legal liability, costs, loss, claim, demand or proceedings in respect of any injury, loss or damage arising from or in relation to:

  • the Client’s provision to the Company of false, inaccurate or misleading information;
  • the Client’s failure to provide the Company with such information as may be required by the Company for the proper performance of the Services;
  • the Services being carried out or not being carried out;
  • any inherent danger in relation to the Location where Services are provided;
  • the provision of services by third party contractors or consultants at the Location, whether or not recommended by the Company and whether or not engaged by the Company on behalf of the Client;
  • services which are outside the scope of this agreement;
  • the Client failing to perform its obligations under this agreement;
  • damage, loss, injury or death caused or contributed to by the act, negligence or breach of this agreement by the Client;
  • the Company entering into a service contract with a third party on behalf of the Client; or
  • the Company doing anything which the Client must do under this agreement but which, in the opinion of the Company, the Client has not done or has not done properly,
  • except to the extent that the injury, loss or damage is caused by the negligence or dishonesty of the Company.
  1. LIMITATION ON LIABILITY

Subject to any liability that cannot lawfully be excluded or limited, and to the maximum extent permitted by law:

  • the Company’s maximum liability to the Client for all claims arising out of or in connection with a Contract is limited to the aggregate of all payments received from a Client during the preceding 12 months; and
  • the Company excludes all liability for any indirect, incidental, special, punitive or consequential loss or damage, including loss of profit, loss of revenue, loss of business, loss of production, loss of contract, loss of opportunity, loss of goodwill, loss of anticipated savings and loss of data.
  • Client may not make any claim against the Company:
  • in respect of which Client is able to make a claim on its insurer or would have been able but for repudiation by the insurer for client default in maintaining the relevant policy or delay in submitting the claim; or
  • in respect of which Client is able to recover from a third party; and
  • unless the Client has given written notice to the Company setting out specific details of the claim within 6 months of the claim arising and provided that within a further 6 months after the Client has delivered such written notice, either the claim has been admitted by the Company or the Client has instituted legal proceedings against the Company (by serving originating process) in relation to its claim.
  1. GENERAL
  • Ownership of Property
    • the Company owns and will continue to own all tangible and intellectual property provided to the Client throughout the Appointment.
    • No physical or intellectual property should be used or shared by the Client without the express written permission of the Company.
    • The Client is responsible for the safe-keeping and proper use of all physical and intellectual property that is hired to; or stored on Client’s premises during the term of this Appointment and must reimburse the Company for the replacement cost of any equipment or chattels lost or damaged whilst in the possession or under the care of Client.
  • Legal Costs

Except as expressly stated otherwise in a Contract, each party must pay its own legal and other costs and expenses of negotiating, preparing, executing, and performing its obligations under a Contract.

  • Amendment

The Contract may only be varied or replaced by an agreement executed by the parties.

  • Waiver and Exercise of Rights
    • A single or partial exercise or waiver by a party of a right relating to the Contract does not prevent any other exercise of that right or the exercise of any other right.
    • A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.
  • Rights Cumulative

Except as expressly stated otherwise in a Contract, the rights of a party under the Contract are cumulative and are in addition to any other rights of that party.

  • Consents

Except as expressly stated otherwise in a Contract, a party may conditionally or unconditionally give or withhold any consent to be given under the Contract and is not obliged to give its reasons for doing so.

  • Further Steps

Each party must promptly do whatever any other party reasonably requires of it to give effect to the Contract and to perform its obligations under it.

  • Governing Law and Jurisdiction
    • The Contract is governed by and is to be construed in accordance with the Laws applicable in New South
    • Each party irrevocably and unconditionally submits to the non‑exclusive jurisdiction of the courts of New South Wales and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
  • Assignment and subcontracting
    • The Client may not assign, novate, transfer, or otherwise dispose of any or all of its rights and/or obligations under a Contract without the prior written consent of the Company (which may not be unreasonably withheld).
    • the Company may assign novate, dispose of or transfer any of its rights or obligations under a Contract to any to any other party without the consent of Client provided only that the Company (acting reasonably) is of the belief that other party is capable of discharging the obligations of the Company under a Contract..
    • Where the Company enters into a sub-contract with any third party for the performance of its obligations under a Contract, any such sub-contract shall not excuse the Company from performing its obligations under the Contract and the Company shall be liable for the acts and omissions of any sub-the Company as if such acts and omissions were those of the Company itself.
    • Any purported dealing in breach of this clause is of no effect.
  • Counterparts and electronic signatures
    • The Contract may consist of a number of counterparts and, if so, the counterparts taken together constitute one and the same Contract.
    • The Contract may be executed in electronic or digital form and scanned to the other Party for the purpose of exchange.
  • Entire Understanding
    • A Contract, together with these Terms contain the entire understanding between the parties as to the subject matter of that Contract.
    • the Company makes no representation or warranty to the Client except as expressly set out in a Contract.
  • Right of First Refusal

For the duration of a Contract, the Company will be offered first right of refusal for any other services required by the Client from time to time at the location at which the Services are to be provided; provided that the Company is capable of performing the required services in a competent manner and on market related terms.

  • Force Majeure
    • If Force Majeure prevents either party from fully or partly performing any obligation under a Contract, the affected party’s obligation to perform that obligation is suspended while the Force Majeure continues.
    • In this clause, “Force Majeure” means any act, event, or cause (including a pandemic, lock down or widespread health related cause) but excluding a lack of funds, which is beyond the reasonable control of the affected party.
    • If a Force Majeure continues for 60 days or more, the party which is not affected by the Force Majeure can terminate the Contract by written notice to the other; provided that if the Force Majeure comprises a pandemic or other health related event Contract may not be terminated but only suspended and will revive upon operation of the Force Majeure.
  • Non-Disparagement

Each of the Client and the Company agrees it will not say or do anything that will disparage, defame or otherwise bring into disrepute the other Party in relation to, in connection with or arising out of a Contract.