Terms & Conditions of Trade

Aussie Guard Rail Pty Ltd - Incorporating The Aussie Group; Aussie Elite Roofing; Aussie Height Safety; Aussie Manufacturing; Aussie Powder Coating; Aussie Screens & Louvres Qld; and Aussie Sheet Metal (Qld)

1. Definitions

“Supplier” means Aussie Guard Rail Pty Ltd incorporating The Aussie Group; Aussie Elite Roofing; Aussie Height Safety; Aussie Manufacturing; Aussie Powder Coating; Aussie Screens & Louvres Qld; and Aussie Sheet Metal (Qld).

1.1 its successors and assigns or any person acting on behalf of and with the authority of Aussie Guard Rail Pty Ltd incorporating The Aussie Group; Aussie Elite Roofing; Aussie Height Safety; Aussie Manufacturing; Aussie Powder Coating; Aussie Screens & Louvres Qld; and Aussie Sheet Metal (Qld) ).

1.2 “Customer” means the person/s requesting the Supplier to provide the Services as specified in any invoice, document or order, and if there more than one person requesting the Services is a reference to each person jointly and severally.

1.3 “Incidental Items” means any goods, equipment, documents, designs, drawings or materials supplied, consumed, created or deposited incidentally by the Supplier in the course of it conducting, or supplying to the Customer, any Services.

1.4 “Services” means all Services supplied by the Supplier to the Customer at the Customer’s request from time to time.

1.5 “Price” means the price payable for the Services as agreed between the Supplier and the Customer in accordance with clause 4 of this contract.

2. Acceptance

2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for, or accepts Services provided by the Supplier.

2.2 These terms and conditions may only be amended with the Supplier’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and the Supplier.

2.3 Where the Customer requesting or organising the Supplier to provide the Services is acting on behalf of any third party and that third party is intended to be responsible for the payment of the Price then in the event that the third party does not pay for the Services when due, the Customer acknowledges that they shall be liable for the payment of the Price as if they had contracted the Services on their own behalf.

2.4 The Supplier reserves the right to refuse to enter the site to undertake the Services in the event that the Supplier believes the site to be unsafe. In this event, the Customer agrees that it is their responsibility to ensure the site is made safe before the Supplier will enter the site. The Supplier shall not be liable for any delays caused, loss, damages, or costs however resulting from an unsafe site.

3. Change in Control

3.1 The Customer shall give the Supplier not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, or business practice). The Customer shall be liable for any loss incurred by the Supplier as a result of the Customer’s failure to comply with this clause.

4. Price and Payment

4.1 At the Supplier’s sole discretion the Price shall be either:

(a) as indicated on any invoice provided by the Supplier to the Customer; or

(b) the Price as at the date of delivery of the Services according to the Supplier’s current price list; or

(c) the Supplier’s quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

4.2 The Supplier reserves the right to change the Price if a variation to the Supplier’s quotation is requested. Any variation from the plan of scheduled Services or specifications of the equipment (including, but not limited to, any variation as a result of increases to the Supplier in the cost of taxes, levies, materials and labour or where additional Services are required due to the discovery of hidden or unidentifiable difficulties including, but not limited to, poor weather conditions, obstructed access to the site by materials and/or people, availability of machinery, safety considerations or prerequisite work by any third party not being completed etc. which are only discovered on commencement of the Services) will be charged for on the basis of the Supplier’s quotation and will be shown as variations on the invoice.

4.3 At the Supplier’s sole discretion a non-refundable deposit may be required.

4.4 Time for payment for the Services being of the essence, the Price will be payable by the Customer on the date/s determined by the Supplier, which may be:

(a) on delivery of the Services;

(b) before delivery of the Services;

(d) thirty (30) days following the end of the month in which a statement is posted to the Customer’s address or address for notices;

(e) the date specified on any invoice or other form as being the date for payment; or

(f) failing any notice to the contrary, the date which is either seven

(7) or fourteen (14) days following the date of any invoice given to the Customer by the Supplier.

4.5 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (plus a surcharge of up to two and a half percent (2.5%) of the Price), or by any other method as agreed to between the Customer and the Supplier.

4.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to the Supplier an amount equal to any GST the Supplier must pay for any supply by the Supplier under this or any other agreement for providing the Supplier’s Services. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

5. Delivery of Services

5.1 At the Supplier’s sole discretion delivery of the Services shall take place when:

(a) the Services are supplied to the Customer at the Supplier’s address; or

(b) the Services are supplied to the Customer at the Customer’s nominated address.

5.2 Delivery of the Services to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.

5.3 The Customer must take delivery by receipt or collection of the Services whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Supplier shall be entitled to charge a reasonable fee for redelivery and/or storage of equipment.

5.4 The Supplier may deliver the Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.

5.5 Any time specified by the Supplier for delivery of the Services is an estimate only and the Supplier will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. However both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties. In the event that the Supplier is unable to supply the Services as agreed solely due to any action or inaction of the Customer then the Supplier shall be entitled to charge a reasonable fee for re-supplying the Services at a later time and date.

6. Risk

6.1 Irrespective of whether the Supplier retains ownership of any Incidental Items all risk for such items shall pass to the Customer as soon as such items are delivered to the Customer and shall remain with the Customer until such time as the Supplier may repossess the Incidental Items in accordance with clause 11.3(f). The Customer must insure all Incidental Items on or before delivery.

6.2 The Supplier reserves its right to seek compensation or damages for any damage, destruction or loss suffered in relation to the Incidental Items as a result of the Customer’s failure to insure in accordance with clause 6.1.

6.3 The Supplier shall not be held responsible for any damage to the equipment or delays to delivery caused by outside agents. Where the Customer requests the Supplier to repair such damage then the Supplier reserves the right to charge the Customer for any costs incurred in rectifying such damage.

7. Dimensions, Plans and Specifications

7.1 All customary building industry tolerances shall apply to the dimensions and measurements of the equipment unless the Supplier and the Customer agree otherwise in writing.

7.2 The Supplier shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer.

7.3 If the giving of an estimate or quotation for the supply of Services/equipment involves the Supplier estimating measurements and quantities, it shall be the responsibility of the Customer to verify the accuracy of the Supplier’s estimated measurements and quantities, before the Customer places an order based on such estimate or accepts such quotation.

7.4 Should the Customer require any changes to the Supplier’s estimated measurements and quantities, the Customer shall request such changes in writing, in the case of an estimate before placing an order based on that estimate and in the case of a quotation before acceptance of that quotation.

8. Access

8.1 The Customer shall ensure that the Supplier has clear and free access to the work site at all times to enable them to undertake the Services. The Supplier shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved areas, gardens or lawns) unless due to the negligence of the Supplier.

9. Affixation of Equipment to Land or Buildings

9.1 If the equipment or any part thereof is affixed to any land or buildings pursuant to this agreement, and the land or buildings are or become the subject of a mortgage or charge whether under the PPSA or otherwise at law, then the Customer shall, without first receiving any request from the Supplier, obtain the written acknowledgement of the mortgagee or charge holder (as the case may be) that:

(a) the equipment or any part thereof is not a fixture for the purposes of the mortgage or charge;

(b) that the mortgagee or charge holder will not make any claim in relation to the equipment or any part therefore; and

(c) that the Mortgagee or charge holder will permit the Supplier (whether or not there has been any default under the mortgage or charge) to enter upon the land or buildings and to remove the equipment or part thereof.

10. Inspection of Equipment

10.1 The Customer hereby grants the Supplier (including its employees, duly authorised agents or representatives) the right, at all times, upon the Supplier giving to the Customer reasonable notice and without unduly interfering with the Customer’s business or operations, to:

(a) enter onto the site(s) where the equipment or any part thereof may be located;

(b) inspect the state of repair or condition of the equipment;

(c) carry out any such tests on the equipment as may be reasonably necessary including but not limited to, health and safety tests or inspections;

(d) observe the use of the equipment by the Customer; and

(e) do any act, matter or thing which may be required at law or to otherwise protect the Supplier’s rights or interests in the equipment.

11. Title

11.1 The Supplier and the Customer agree that where it is intended that the ownership of Incidental Items is to pass to the Customer that such ownership shall not pass until:

(a) the Customer has paid the Supplier all amounts owing for the Services; and

(b) the Customer has met all other obligations due by the Customer to the Supplier in respect of all contracts between the Supplier and the Customer.

11.2 Receipt by the Supplier of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Supplier’s ownership or rights in respect of the Incidental Items shall continue.

11.3 It is further agreed that:

(a) the Customer is only a bailee of the Incidental Items and must return the Incidental Items to the Supplier immediately upon request by the Supplier;

(b) the Customer holds the benefit of the Customer’s insurance of the Incidental Items on trust for the Supplier and must pay to the Supplier the proceeds of any insurance in the event of the Incidental Items being lost, damaged or destroyed;

(c) the Customer must not sell, dispose, or otherwise part with possession of the Incidental Items. If the Customer sells, disposes or parts with possession of the Incidental Items then the Customer must hold the proceeds of sale of the Incidental Items on trust for the Supplier and must pay or deliver the proceeds to the Supplier on demand.

(d) the Customer should not convert or process the Incidental Items or intermix them with other goods, but if the Customer does so then the Customer holds the resulting product on trust for the benefit of the Supplier and must dispose of or return the resulting product to the Supplier as the Supplier so directs.

(e) the Customer shall not charge or grant an encumbrance over the Incidental Items nor grant nor otherwise give away any interest in the Incidental Items while they remain the property of the Supplier;

(f) the Customer irrevocably authorises the Supplier to enter any premises where the Supplier believes the Incidental Items are kept and recover possession of the Incidental Items.

12. Personal Property Securities Act 2009 (“PPSA”)

12.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

12.2 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Incidental Items that have previously been supplied and that will be supplied in the future by the Supplier to the Customer.

12.3 The Customer undertakes to:

(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up- to-date in all respects) which the Supplier may reasonably require to;

(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

(ii) register any other document required to be registered by the PPSA; or

(iii) correct a defect in a statement referred to in clause 12.3(a)(i) or 12.3(a)(ii);

(b) indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Incidental Items charged thereby;

(c) not register a financing change statement in respect of a security interest without the prior written consent of the Supplier;

(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Incidental Items in favour of a third party without the prior written consent of the Supplier.

12.4 The Supplier and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

12.5 The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

12.6 The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

12.7 Unless otherwise agreed to in writing by the Supplier, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.

12.8 The Customer must unconditionally ratify any actions taken by the Supplier under clauses 12.3 to 12.5.

12.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

13. Security and Charge

13.1 In consideration of the Supplier agreeing to supply Services, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

13.2 The Customer indemnifies the Supplier from and against all the Supplier’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Supplier’s rights under this clause.

13.3 The Customer irrevocably appoints the Supplier and each director of the Supplier as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 13 including, but not limited to, signing any document on the Customer’s behalf.

14. Defects, Warranties and the Competition and Consumer Act 2010 (CCA)

14.1 The Customer must inspect the Supplier’s Services on completion of the Services and must within seven (7) days notify the Supplier in writing of any evident defect in the Services or Incidental Items provided (including the Supplier’s workmanship) or of any other failure by the Supplier to comply with the description of, or quote for, the Services which the Supplier was to supply. The Customer must notify any other alleged defect in the Supplier’s Services or Incidental Items as soon as is reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow the Supplier to review the Services or Incidental Items that were provided.

14.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).

14.3 The Supplier acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.

14.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Supplier makes no warranties or other representations under these terms and conditions including, but not limited to, the quality or suitability of the Services. The Supplier’s liability in respect of these warranties is limited to the fullest extent permitted by law.

14.5 If the Customer is a consumer within the meaning of the CCA, the Supplier’s liability is limited to the extent permitted by section 64A of Schedule 2.

14.6 If the Supplier is required to rectify, re-supply, or pay the cost of re- supplying the Services under this clause or the CCA, but is unable to do so, then the Supplier may refund any money the Customer has paid for the Services but only to the extent that such refund shall take into account the value of Services and Incidental Items which have been provided to the Customer which were not defective.

14.7 If the Customer is not a consumer within the meaning of the CCA, the Supplier’s liability for any defective Services or Incidental Items is:

(a) limited to the value of any express warranty or warranty card provided to the Customer by the Supplier at the Supplier’s sole discretion;

(b) otherwise negated absolutely.

14.8 Notwithstanding clauses 14.1 to 14.7 but subject to the CCA, the Supplier shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

(a) the Customer failing to properly maintain or store any Incidental Items;

(b) the Customer using the Incidental Items for any purpose other than that for which they were designed;

(c) the Customer continuing to use any Incidental Items after any defect became apparent or should have become apparent to a reasonably prudent operator or user;

(d) interference with the Services by the Customer or any third party without the Supplier’s prior approval;

(e) the Customer failing to follow any instructions or guidelines provided by the Supplier;

(f) fair wear and tear, any accident, or act of God.

15. Intellectual Property

15.1 Where the Supplier has designed, drawn or developed Incidental Items for the Customer, then the copyright in any Incidental Items shall remain the property of the Supplier.

15.2 The Customer warrants that all designs, specifications or instructions given to the Supplier will not cause the Supplier to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify the Supplier against any action taken by a third party against the Supplier in respect of any such infringement.

15.3 The Customer agrees that the Supplier may (at no cost) use for the purposes of marketing or entry into any competition, any Incidental Items which the Supplier has created for the Customer.

16. Default and Consequences of Default

16.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Supplier’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

16.2 If the Customer owes the Supplier any money the Customer shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Supplier’s contract default fee, and bank dishonour fees).

16.3 Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions the Supplier may suspend or terminate the supply of Services to the Customer. The Supplier will not be liable to the Customer for any loss or damage the Customer suffers because the Supplier has exercised its rights under this clause.

16.4 Without prejudice to the Supplier’s other remedies at law the Supplier shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable if:

(a) any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Customer will be unable to make a payment when it falls due;

(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

17. Cancellation

17.1 The Supplier may cancel any contract to which these terms and conditions apply or cancel delivery of Services at any time before the Services are commenced by giving written notice to the Customer. On giving such notice the Supplier shall repay to the Customer any money paid by the Customer for the Services. The Supplier shall not be liable for any loss or damage whatsoever arising from such cancellation.

17.2 In the event that the Customer cancels delivery of the Services the Customer shall be liable for any and all loss incurred (whether direct or indirect) by the Supplier as a direct result of the cancellation (including, but not limited to, any loss of profits).

18. Privacy Act 1988

18.1 The Customer agrees for the Supplier to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Customer in relation to credit provided by the Supplier.

18.2 The Customer agrees that the Supplier may exchange information about the Customer with those credit providers and with related body corporates for the following purposes:

(a) to assess an application by the Customer; and/or

(b) to notify other credit providers of a default by the Customer; and/or

(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or

(d) to assess the creditworthiness of the Customer including the Customer’s repayment history in the preceding two years.

18.3 The Customer consents to the Supplier being given a consumer credit report to collect overdue payment on commercial credit.

18.4 The Customer agrees that personal credit information provided may be used and retained by the Supplier for the following purposes (and for other agreed purposes or required by):

(a) the provision of Services; and/or

(b) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Services; and/or

(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or

(d) enabling the collection of amounts outstanding in relation to the Services.

18.5 The Supplier may give information about the Customer to a CRB for the following purposes:

(a) to obtain a consumer credit report;

(b) allow the CRB to create or maintain a credit information file about the Customer including credit history.

18.6 The information given to the CRB may include:

(a) personal information as outlined in 18.1 above;

(b) name of the credit provider and that the Supplier is a current credit provider to the Customer;

(d) type of consumer credit;

(e) details concerning the Customer’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);

(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Customer no longer has any overdue accounts and the Supplier has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments);

(g) information that, in the opinion of the Supplier, the Customer has committed a serious credit infringement;

(h) advice that the amount of the Customer’s overdue payment is equal to or more than one hundred and fifty dollars ($150).

18.7 The Customer shall have the right to request (by e-mail) from the Supplier:

(a) a copy of the information about the Customer retained by the Supplier and the right to request that the Supplier correct any incorrect information; and

(b) that the Supplier does not disclose any personal information about the Customer for the purpose of direct marketing.

18.8 The Supplier will destroy personal information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this agreement or is required to be maintained and/or stored in accordance with the law.

18.9 The Customer can make a privacy complaint by contacting the Supplier via e-mail. The Supplier will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at www.oaic.gov.au.

19. Dispute Resolution

19.1 If a dispute arises between the parties to this contract then either party shall send to the other party a notice of dispute in writing adequately identifying and providing details of the dispute. Within fourteen (14) days after service of a notice of dispute, the parties shall confer at least once, to attempt to resolve the dispute. At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute. In the event that the dispute cannot be so resolved either party may by further notice in writing delivered by hand or sent by certified mail to the other party refer such dispute to arbitration. Any arbitration shall be:

(a) referred to a single arbitrator to be nominated by the President of the Institute of Arbitrators Australia; and

(b) conducted in accordance with the Institute of Arbitrators Australia Rules for the Conduct of Commercial Arbitration.

20. Compliance with Laws

20.1 The Customer and the Supplier shall comply with the provisions of all statutes, regulations, codes of practice, and bylaws of government, local and other public authorities that may be applicable to the Services.

20.2 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the Services.

20.3 The Customer agrees that the site will comply with any work health and safety (WHS) laws relating to building/construction sites and any other relevant safety standards or legislation.

21. Building and Construction Industry Payments Act 2004 (where applicable)

21.1 At the Supplier’s sole discretion, if there are any disputes or claims for unpaid Services then the provisions of the Building and Construction Industry Payments Act 2004 may apply.

21.2 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry Payments Act 2004 of Queensland, except to the extent permitted by the Act where applicable.

22. Building and Construction Industry Security of Payments Act 1999 (where applicable)

22.1 At the Seller’s sole discretion, if there are any disputes or claims for unpaid Services then the provisions of the Building and Construction Industry Security of Payments Act 1999 may apply.

22.2 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payments Act 1999 of New South Wales, except to the extent permitted by the Act where applicable.

23. General

23.1 The failure by the Supplier to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Supplier’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

23.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Queensland in which the Supplier has its principal place of business, and are subject to the jurisdiction of the courts of Ipswich in Queensland.

23.3 Subject to clause 14, the Supplier shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Supplier of these terms and conditions (alternatively the Supplier’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Services).

23.4 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by the Supplier nor to withhold payment of any invoice because part of that invoice is in dispute.

23.5 The Supplier may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.

23.6 The Customer agrees that the Supplier may amend these terms and conditions at any time. If the Supplier makes a change to these terms and conditions, then that change will take effect from the date on which the Supplier notifies the Customer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for the Supplier to provide Services to the Customer.

23.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

23.8 The Customer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.

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