Terms and Conditions
These terms and conditions are between ELEARNINGFORCE ANZ Pty Ltd (ABN 40 142 331 002) (we, us, or our) and you, the party stated in the Quote (you or your), together the Parties and each a Party. Together, these terms and conditions and the Quote for the entire agreement under which we will provide the Services to you (together, the Agreement).
1. Acceptance and Term
1.1 You have requested the Services set out in the Quote, and accept this Agreement by:
(a) signing and returning the Quote;
(b) accepting the Quote online or sending an email accepting the Quote (either expressly or impliedly); or
(c) instructing us to proceed with the Services or making any payment of the Price.
1.2 Term: This Agreement will commence on the Commencement Date and will continue until the expiry of the Initial Term, and will automatically renew for one or more periods equal to the Initial Term or as otherwise set out in the Quote (each a Renewal Term), unless either Party gives the other written notice of termination at least 60 days prior to the end of the Initial Term or the then current Renewal Term or the Agreement is otherwise terminated in accordance with its terms.
2.1 In consideration of your payment of the Price, we will perform the Services in accordance with this Agreement, whether ourselves or through our Personnel.
2.2 If this Agreement expresses a time within which the Services are to be provided, you agree that such time is an estimate only, and creates no obligation on us to perform the Services by that time.
2.3 You agree that we may amend the Price prior to the commencement of any Renewal Term, by providing at least 90 days’ written notice to you. If you do not agree to any amendment made to the Price, or if the Parties cannot otherwise agree as to the Price, either Party may terminate this Agreement at least 30 days’ prior to the commencement of the relevant Renewal Term, in which case, clause 11.3 will apply. For the avoidance of doubt, if you do not respond to our written notice as to the amendment of the Price within 30 days of the date of notice, you will be deemed to have agreed to the amendment made to the Price.
3.1 We will commence the performance of the Services within a reasonable time after the later of:
(a) the Commencement Date;
(b) the receipt of any relevant order under this Agreement;
(c) the receipt of payment of the Price; and
(d) the satisfaction of any other conditions precedent contemplated by this Agreement.
4.1 You must pay the Price, and any other amounts due and payable under this Agreement, in accordance with the Payment Terms. All amounts are stated in the currency set out in the Quote and exclude any GST or other value added tax.
4.2 Unless otherwise agreed between the Parties, the first invoice for the provision of the Services for the first year of the Term, must be paid before any kick off meeting. Subsequent invoices will be payable by equal annual installments in advance of each anniversary of the Commencement Date during the Term.
4.3 The Cancellation Fee is due and payable by you, if you terminate this Agreement, whether expressly or impliedly, prior to the expiry of the Initial Term or any Renewal Term (as applicable). You agree that the Cancellation Fee is a genuine pre-estimate of loss, suffered or incurred by us, as a result of your termination of this Agreement prior to the expiry of the Initial Term or any Renewal Term (as applicable).
4.4 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion):
(a) immediately cease providing the Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so; and/or
(b) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with the Payment Terms.
4.5 Unless permitted elsewhere in this Agreement, you will not be entitled to any part of the Services until the Price has been paid in full.
5.1 Subject to clause 5.2, you may request a variation or change to the Services, including the timing for the provision of the Services, (Variation) by providing written notice (including by email) to us, with details of the variation or change, (Variation Request).
5.2 We will not be obliged to comply with a Variation Request unless we:
(a) accept the Variation Request, including any variation to the Price to effect the Variation Request (Price Variation), in writing; and
(b) the Price has been adjusted to reflect the Price Variation.
5.3 If we consider that any instruction or direction from you constitutes a Variation, then we will not be obliged to comply with such instruction or direction unless a Variation Request has been issued in accordance with clause 5.1.
5.4 Where the Services are varied or changed, or the cost of providing the Services increases, (Variation Event) and the cause of that Variation Event relates to, or is connected with, an event or circumstance beyond our reasonable control, you agree to pay us our additional costs and expenses that we may suffer or incur as result of the Variation Event, as a debt due and immediately payable.
6.1 If necessary to provide the Services, you agree to provide us (and our Personnel) with sufficient access to your premises (and the facilities at the premises), and any other premises reasonably necessary for us to perform the Services, free from harm or risk to health or safety:
(a) at the times and on the dates requested by us; and/or
(b) to enable us to comply with our obligations under this Agreement or at Law,
and you agree to pay us any additional costs that we may suffer or incur if you fail to do so.
7. Obligations and Warranties
7.1 You represent, warrant and agree:
(a) that there are no legal restrictions preventing you from entering into this Agreement;
(b) that all information and documentation that you provide to us in connection with this Agreement is true, correct and complete;
(c) that you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement;
(d) to comply with this Agreement, our reasonable requests or requirements, and all applicable Laws;
(e) to provide all assistance, information, documentation, access, facilities, authorities, consents, licences and permissions reasonably necessary to enable us to comply with our obligations under this Agreement or at Law;
(f) that the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, our Services to third parties without our prior written consent;
(g) that any information, advice, material, work and services (including the Services) provided by us under this Agreement does not constitute legal, financial, merger, due diligence or risk management advice;
(h) that you will be responsible for the use of any part of the Services, and you must ensure that no person uses any part of the Services:
(i) to break any Law or infringe any person’s rights (including Intellectual Property Rights);
(ii) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
(iii) in any way that damages, interferes with or interrupts the supply of the Services;
(i) that you are not and have not been the subject of an Insolvency Event.
8. Intellectual Property
8.1 As between the Parties:
(a) we own all Intellectual Property Rights in Our Materials;
(b) you own all Intellectual Property Rights in Your Materials; and
(c) nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
8.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials or Improvements will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials and/or Improvements do not automatically vest in us, you agree to do all things necessary or desirable to assure our title in such rights.
8.3 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you, the New Materials and Improvements, solely for the purposes for which they were developed and for your use and enjoyment of the Services, as contemplated by this Agreement.
8.4 You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Your Materials that you provide to us solely for the purposes for which they were developed and solely for the performance of our obligations under this Agreement.
8.5 If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.
8.6 This clause 8 will survive termination or expiry of this Agreement.
9. SaaS Services
9.1 If you have ordered any SaaS Services, you agree that:
(a) we act as a limited payment collection agent on behalf of ELEARNINGFORCE International, solely for the purpose of accepting the SaaS Fee from you;
(b) we do not have an agreement with you to license or supply the SaaS Services to you;
(c) you are solely responsible for the requirements; and the licensing obligations related to the SaaS Services; and
(d) you agree to any terms and conditions, including any licensing obligations, that may apply, from time to time, as to the use of the SaaS Services and it is your responsibility to ensure you comply with the any applicable terms and conditions in order for you to benefit from the specific functionality of the SaaS Services.
9.2 You agree that the SaaS Services may permit you to access the SaaS Services in accordance with a number of authorised users. If you wish to increase the number of authorised users, you agree that we may, on behalf of ELEARNINGFORCE International, apply new fees for such increased authorised users on a pro-rata basis for the remainder of the Term. You agree to the adjustment of the Price in accordance with new fees calculated under this clause 9.2.
9.3 You agree that you may not downgrade the number of authorised users during the Initial Term.
10. Confidential Information
10.1 Each Receiving Party agrees:
(a) not to disclose the Confidential Information of the Disclosing Party to any third party;
(b) to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
(c) to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.
10.2 The obligations in clause 10.1 do not apply to Confidential Information that:
(a) is required to be disclosed in order for the Parties to comply with their obligations under this Agreement;
(b) is authorised to be disclosed by the Disclosing Party;
(c) is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement; or
(d) must be disclosed by Law or by a regulatory authority, including under subpoena.
10.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 10. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 10.
10.4 This clause 10 will survive the termination or expiry of this Agreement.
11.1 This Agreement will terminate immediately upon written notice by
(a) us, if:
(i) you (or any of your Personnel) breach a material term of Agreement and that breach has not been remedied within 10 Business Days of being notified by us;
(ii) termination of your agreement with ELEARNINGFORCE International in relation to ELEARNING FORCE International’s provision of the SaaS Services;
(iii) you fail to provide us with clear or timely instructions or information to enable us to perform the Services;
(iv) for any other reason outside our control which has the effect of compromising our ability to perform the Services; or
(v) you are unable to pay your debts as they fall due; and
(b) you, if we:
(i) are in breach of a material term of this Agreement, and that breach has not been remedied within 10 Business Days of being notified by you; or
(ii) are unable to pay our debts as they fall due.
11.2 Upon expiry or termination of this Agreement:
(a) we will immediately cease providing the Services;
(b) you agree that any payments made by you to us are not refundable to you, and you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
(c) pursuant to clauses 11.2(a)(i), 11.2(a)(ii) or 11.2(a)(iv), you also agree to pay us our additional costs arising from, or in connection with, such termination; and
(d) you agree not to disparage or otherwise make any unfavourable statements or comments regarding us, our Personnel, our clients, either directly or by implication, verbally or in writing; and
(e) you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or Intellectual Property owned by us that is in your possession or control.
11.3 Unless otherwise agreed between the Parties, if this Agreement is terminated, then any current Order will also terminate on the date of termination.
11.4 We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to this Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of this Agreement.
11.5 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
11.6 This clause 11 will survive the termination or expiry of this Agreement.
12. Australian Consumer Law
12.1 Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the performance of the Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).
12.2 Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Services, you are entitled:
(a) to cancel this Agreement with us; and
(b) to a refund for the unused portion, or to compensation for its reduced value.
12.3 You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the Services rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
12.4 If the ACL applies to you as a consumer, nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and this Agreement.
12.5 Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis.
12.6 This clause 12 will survive the termination or expiry of this Agreement.
13. Exclusions to Liability
13.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
(a) your or your Personnel’s acts or omissions;
(b) any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by this Agreement;
(c) any works, services, goods, materials or items which do not form part of the Services (as expressed in this Agreement), or which have not been provided by us;
(d) any Third Party Inputs;
(e) the provision of the SaaS Services;
(f) the Services being unavailable, or any delay in us providing the Services to you, for whatever reason; and/or
(g) any event outside of our reasonable control.
13.2 This clause 13 will survive the termination or expiry of this Agreement.
14. Limitations on Liability
14.1 Despite anything to the contrary, to the maximum extent permitted by law:
(a) neither Party will be liable for Consequential Loss;
(b) a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel); and
(c) our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates.
14.2 This clause 14 will survive the termination or expiry of this Agreement.
15.1 If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
15.2 If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.
15.3 If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
15.4 The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
16.1 Publicity: You agree that we may advertise or publicise the broad nature of our performance of the Services to you, including on our website or in our promotional material.
16.2 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
16.3 Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
16.4 Amendment: This Agreement may only be amended by written instrument executed by the Parties.
16.5 Assignment: A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
16.6 Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.
16.7 Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate, including by email or any electronic executions platform acceptable to us, subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
16.8 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
16.9 Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
16.10 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
16.11 Force Majeure: We will not be liable for any delay or failure to perform our obligations under this Agreement if such delay is due to any circumstance beyond our reasonable control.
16.12 Governing law: This Agreement is governed by the laws of NSW. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in NSW and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
16.13 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 3 Business Days in the case of post, or at the time of transmission in the case of transmission by email.
16.14 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
16.15 Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
DEFINITIONS AND INTERPRETATION
17.1 In this Agreement, unless the context otherwise requires:
ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time;
Agreement means these terms and conditions and any agreed Quote issued under it and any documents attached to, or referred to in, each of them;
Business Day means a day on which banks are open for general banking business in NSW, excluding Saturdays, Sundays and public holidays;
Cancellation Fee is the fee due and payable by you if this Agreement is terminated prior to the expiry of the Initial Term or a Renewal Term (as applicable), being the amount of the Price, calculated on a pro-rata basis for the period remaining in the Initial Term or the Renewal Term (as applicable).
Commencement Date means the date this Agreement is accepted in accordance with clause 1.1;
Confidential Information includes information which:
(i) is disclosed to the Receiving Party in connection with this Agreement at any time;
(ii) is prepared or produced under or in connection with this Agreement at any time;
(iii) relates to the Disclosing Party’s business, assets or affairs; or
(iv) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information;
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;
Disclosing Party means the party disclosing Confidential Information to the Receiving Party;
ELEARNINGFORCE International means Elearn-International ApS, a corporation duly organised and existing under the laws of Denmark, having its registered offices at Europaplads 16,4., 8000 Aarhus and registered under CVR-no. 32139728;
Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either Party during the Term;
Initial Term is defined in the Quote, unless no Initial Term is included, in which case Initial Term means “the period until the expiry or termination of the Agreement in accordance with its terms”
Insolvency Event means any of the following events or any analogous event:
(i) a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business;
(ii) a Party ceases, or threatens to cease, carrying on business;
(iii) a Party is unable to pay the Party’s debts as the debts fall due;
(iv) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business;
(v) any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or
(vi) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business;
Intellectual Property means any copyright, registered or unregistered designs or trade marks, domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing;
Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties), including, but not limited, to you (or your Personnel):
(i) copying, altering, enhancing, adapting or modifying any of our Intellectual Property;
(ii) creating derivative works from our Intellectual Property;
(iii) providing or disclosing our Intellectual Property to, or allowing our Intellectual Property to be used by, any third party;
(iv) assigning or transferring any of our Intellectual Property Rights or granting sublicences of any of our Intellectual Property Rights, except as expressly permitted in this Agreement;
(v) reverse engineering or decompiling any of our Intellectual Property Rights, except where permitted by Law; or
(vi) using or exploiting our Intellectual Property for purposes other than as expressly stated in this Agreement (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property;
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or the performance of the Services;
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise;
Moral Rights has the meaning given in the Copyright Act 1968 (Cth);
New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the performance of the Services, whether before or after the date of this Agreement;
Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services that we may provide to you under this Agreement, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws;
Party means a party to this Agreement from time to time, and Parties means all of them;
Payment Terms are defined in the Quote unless otherwise set out in this Agreement;
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents;
Price means the price set out in our Quote for the provision of the Services, which will include the SaaS Fee if applicable, and all other reasonable expenses or disbursements and properly incurred by us in the provision of the Services;
Quote means the quote (including any online quote) to which these terms and conditions are attached by reference;
Receiving Party means the party receiving Confidential Information from the Disclosing Party;
SaaS Fee means the fees for the SaaS Services, as set out in the Quote, which we collect from you under this Agreement on behalf of ELEARNINGFORCE International and forms part of the Price;
SaaS Services means the cloud based software as a service supplied by ELEARNINGFORCE International;
Services means those services to be provided by us under this Agreement, and if applicable, as expressly set out in the Quote;
Term has the meaning given to it in clause 1.2;
Third Party Inputs means third parties or any goods and services provided by third parties, including ELEARNINGFORCE International, customers, end users, suppliers, transportation or logistics providers or other subcontractors which the performance of the Services may be contingent on, or impacted by; and
Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Commencement Date and/or developed by or on behalf of you or your Personnel independently of this Agreement.
18.1 In this Agreement, unless the context otherwise requires:
(a) a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
(c) a reference to a person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
(d) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
(e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
(f) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
(g) a reference to time is to local time in NSW; and
(h) a reference to $ or dollars refers to the currency of Australia from time to time.