TERMS AND CONDITIONS

Part A | overview

dplr Pty Ltd ABN 42 628 377 300 of 4 Hordern Place, Camperdown, email: hello@dplr.com.au (we or us) hires the equipment (if any) (equipment) and provides the associated services (services) (if any) on a non-exclusive basis to the person described above (you) as set out in the attached statement of work (statement of work):

  • using the personnel (personnel) set out in the statement of work;

  • for use at the location agreed in the statement of work or otherwise (agreed location); 

  • from the date set out in the statement of work for this purpose (start date) until the first to occur of the following:

  • the last date set out in statement of work for this purpose (end date), unless you and we agree in writing to extend the end date before it occurs; or

  • the date on which the agreement is terminated in accordance with its terms or law. 

The period from the start date until the first of these dates to occur of these dates is the term;

  • in return for you paying us the charges for the equipment (rental charges) and services, if any (service charges) set out in the statement of work; and

  • otherwise on these terms and conditions.  

Together, the statement of work and these terms and conditions form our agreement.  The agreement comes into effect on the date on which you execute and return the statement of work to us (execution date).  

If there is any inconsistency between these terms and conditions and the statement of work, then the statement of work prevails to the extent of that inconsistency.



Part B | background

Where we supply both services and equipment to you, we refer to this as an equipment and services arrangement.  All of these terms and conditions apply to equipment and services arrangements.  If we only hire equipment to you (and no services), we refer to this as a dry hire arrangement.  For dry hire arrangements, please disregard the terms below dealing with the supply of services. 



Part C | material adverse effect

We have entered into the agreement based on what you have told us about your requirements and the characteristics of the proposed agreed location (relevant information); for example, the physical and electrical configuration and other relevant characteristics of that agreed location. You will continue to keep us informed at all times of all changes to the relevant information concerning the use, hire, maintenance or storage of the equipment or services. We have not independently verified these things.   If any of this information is incorrect or incomplete, this may create an unacceptable risk of damage to our equipment or injury to our personnel, or an unanticipated increase in our costs in performing the agreement (material adverse effect).  If we decide, acting reasonably, that there is a real risk of a material adverse effect occurring, then we may terminate the agreement at any time by giving written notice to you either before, on or after the start date.



Part D | key dates

You must sign and return the statement of work and pay us a deposit detailed below (deposit) at least fourteen (14) days before the start date (or another time as specified in the statement of work) in order to secure the booking of the equipment and services.  If you do not do so, then we do not guarantee we can provide the equipment and services.



The amount of the deposit is 50% of the total rental and service charges, unless there is another deposit amount set out in the statement of work. 



You must pay us the balance of the rental and service charges within fourteen (14) days of the date on which we issue an invoice to you for this amount, unless there are other payment terms set out in the statement of work.  We will usually issue you with this invoice shortly after the End Date unless another time is specified in the statement of work. 



Part E | terms and conditions

You agree with us as follows:



  1. Use of the equipment

    1. In every case, you must:

      1. only keep the equipment at the agreed location or in another such place as we approve in writing; 

      2. not modify, service or attempt to repair the equipment or attach anything to the equipment;

      3. obtain and maintain all necessary insurances, licences and consents and comply with all relevant legislation as required to enable us to hire the equipment or provide the services to you; and

      4. ensure there are in place security measures that are reasonably likely to prevent loss or damage to the equipment.

    2. If this is an equipment and services arrangement, then you must:

      1. not use or interfere with our equipment or permit any person to do, or attempt to do any of these things;

      2. only permit our personnel to use and operate that equipment.

    3. If this is a dry hire arrangement, then you may use and operate the equipment, but in doing so you must:

      1. only allow properly trained and competent persons to use and operate that equipment; and 

      2. keep that equipment under your personal control, or that of your employees, at the agreed location.



  1. Repair, fault or damage to the equipment

    1. In every case:

      1. as between us and you, we retain sole ownership of and title in the equipment at all times;

      2. by entering into the agreement we provide you with limited rights to use our equipment, but we do not transfer any title in the equipment to you;

      3. if we become entitled to repossess that equipment, then you irrevocably authorise us to enter upon the agreed location or any other land or premises on which the equipment is located to do so.

    2. In every case, you must immediately notify us in writing if any of our equipment is lost, stolen or damaged or otherwise removed from your possession, or requires repair.

    3. If any of our equipment is lost or stolen during the term then:

      1. unless we choose to terminate the agreement (for example, because you have breached clause 1.1(d) above), we will use our reasonable endeavours to replace that equipment as soon as is reasonably possible;

      2. unless the loss or theft is as a result of our act or omission you must:

        1. continue to pay us the rental charges for that equipment, including during the period in which we are replacing the equipment that is referred to above; and

        2. pay us the cost of replacing that equipment plus the actual profit margin we would have otherwise obtained by hiring the equipment out to another customer during the period in which we are replacing that equipment (casualty value). Upon you paying us the casualty value, title in the lost or stolen equipment passes to you; and

      3. if the loss or theft is as a result of our act or omission, then we will pay the cost of replacing that equipment and you are not required to pay that cost.

    4. If any of our equipment is damaged or requires repair for any reason during the term, then:

      1. you must not repair that equipment or attempt to do so;

      2. you must promptly permit us to take possession of that equipment and to enter onto the agreed location or any other relevant place for this purpose;

      3. unless we choose to terminate the agreement as permitted below, we will use our reasonable endeavours to replace or repair (or cause to be replaced or repaired) that equipment as soon as is reasonably possible.  We may temporarily provide replacement equipment while we carry out repair works;

      4. unless the damage or need for repair arises as a result of fair wear and tear, or our act or omission, then:

        1. you must continue to pay us the rental charges and service charges for that equipment, including during the period in which we are repairing or replacing the equipment referred to above;

        2. you must pay us the external costs incurred by us in repairing or replacing that equipment, plus an additional fee equal to the time spent by our relevant personnel in doing so and delivering and installing the replacement equipment, multiplied by their relevant hourly rate;

        3. if that equipment is a write off (i.e. it is not economic or reasonably possible to repair the equipment), then you must pay us the casualty value for that equipment.  Upon you paying us this casualty value, title in the written off equipment passes to you; and

      5. if the damage or need for repair arises as a result of fair wear and tear, or our act or omission, then we will pay the cost of repairing or replacing that equipment and you are not required to pay that cost.

    5. For dry hire arrangements, we will inspect our equipment after it is returned to us (i.e. after the end of the term).  If we reasonably consider any equipment is damaged, requires repair or is not otherwise good appearance and condition, then:

      1. we may replace or repair (or cause to be replaced or repaired) that equipment as necessary to put it into that state; and

      2. the provision of clauses 2.4(d)(ii) and 2.4(d)(iii), and clause 2.4(e) apply.



  1. Workplace health and safety

    1. You warrant to us that you are familiar with and have the capability and resources to comply with all relevant safety legislation and safety requirements, and agree that:

      1. you must comply with all such safety legislation and safety requirements at your own cost;

      2. you must cooperate with and do all things necessary to assist, and refrain from doing anything that may impede or prevent, us or our personnel in discharging our obligations under the relevant safety legislation; 

      3. you must supply to us adequate health and safety information concerning any agreed location or use relevant to our hire of the equipment or provision of the services to you;

      4. you must immediately advise us in writing of any act, fact or circumstance associated with the activities of us or any other person relevant to our ability to provide the equipment or services in a manner that is safe and without risks to health.



  1. Subcontracting

    1. We may enter into subcontracts for the whole or part of our obligations under the agreement from time to time.

    2. However, entering into any such sub-contract for any part, or all, of our obligations under the agreement does not relieve us from any of our obligations under that agreement.



  1. Payment obligations

    1. You must pay the rental charges and service charges to us at the times specified in the agreement.

    2. You must make all payments under the agreement by cheque, direct debit or credit card through Stripe and without set-off, deductions or withholdings on any account.

    3. Payments made by credit card through Stripe will incur a fee (Local cards: 1.7% + A$0.30 or International cards: 2.9% + A$0.30) on the total amount paid and will be payable by you.

    4. You must pay to us on demand interest on any rental charge, service charge or other money which you do not pay on the due date, calculated daily at 5% per annum.

    5. You must pay us (or if paid by us, reimburse us for) all stamp duty and other duties, registration fees, licence fees or other fees which are payable to any government or semi-government body in relation to the equipment or the agreement;



  1. GST

    1. Recovery of GST

      1. if GST is payable, or notionally payable, on a supply made under or in connection with the agreement, then you must pay us as additional consideration an amount equal to the amount of GST payable, or notionally payable, on that supply (GST amount).

      2. subject to the prior receipt of a tax notice, you must pay the GST amount at the same time that the other consideration for the relevant supply.

      3. if you do not receive a tax invoice prior to the provision of that other consideration, then you must pay us the GST amount within ten (10) days of the receipt of a tax notice. This clause does not apply to the extent that the consideration for the supply is expressly stated to be GST inclusive or where the relevant supply is subject to reverse charge. 

    2. Where any indemnity, reimbursement or similar payment under the agreement is based on any cost, expense or other liability, it will be reduced by any input tax credit entitlement, or notional input tax credit entitlement, in relation to the relevant cost, expense or other liability.

    3. If an adjustment event occurs in relation to a supply made under or in connection with the agreement, the GST amount will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.

    4. Unless the context requires otherwise, words and phrases used in this clause that have a specific meaning in the GST law (as defined in the GST act) have the same meaning in this clause.



  1. Personal Property Securities

    1. In this clause 7, PPSA means the Personal Property Securities Act 2009 (Cth), as amended from time to time.

    2. In this clause 7, the following words have the respective meaning given to them in the PPSA: Chattel Paper, Commingled, Inventory, Security agreement.

    3. You must not, without our written consent, do, or agree to do, any of the following:

      1. create an encumbrance (other than any security interest provided for under the agreement) in connection with the equipment, or allow such an encumbrance to arise;

      2. deal in any way with any security agreement constituted by the agreement, or allow any interest in such security agreement to arise or be varied;

      3. sell, assign or otherwise dispose of the equipment;

      4. lease or license the equipment, or allow a surrender or variation of any lease or licence; 

      5. give control of the equipment to another person other than us;

      6. part with possession of the equipment (and any chattel paper related to it) other than by giving possession to us;

      7. change the nature of the equipment;

      8. allow a set-off or combination of accounts;

      9. abandon, settle, compromise or discontinue or become nonsuited in respect of any proceedings against any person (other than us) in respect of any of your rights in connection with the equipment;

      10. exercise or waive any of your rights or release any person from its obligations in connection with the equipment;

      11. allow any personal property to become an accession to, or commingled with the equipment;

      12. move any interest in the equipment outside Australia; or

      13. deal in any other way with the equipment or any interest in it, or allow any interest in it to arise or be varied. 

    4. You acknowledge and agree that in certain circumstances the agreement constitutes a security agreement under the PPSA, and that we will have a security interest in the equipment. You consent to us registering those security interests on the Personal Property Security Registry, as set out in clause 8.

    5. To the extent that Chapter 4 of the PPSA would otherwise apply to enforcement by us of any security interest in the equipment, the parties agree that the following provisions of the PPSA are excluded:

      1. to the extent permitted by section 115(1) of the PPSA: sections 95, 118, 121(4), 125, 132(3)(d), 132(4), 142 and 143 of the PPSA; and

      2. to the extent permitted by section 115(7) of the PPSA: sections 132 and 137. 

You consent to the waiver of the requirement for notice under any other provision of the PPSA that we may notify to you after the date of this document, and waive any rights you have to receive that notice.



  1. Insurance

    1. Insurance

You: 

  1. acknowledge that we insure the equipment.

  2. must not, at any time, do anything or permit anything to be done which might prejudice or invalidate any insurance policy carried by us in relation to the equipment.

  3. must do or refrain from doing any act or thing we reasonably request in order to take out, maintain, renew or make a claim under any such insurance policy.

  1. Requirement to take out insurance

For a dry hire arrangement, you must at all times:

  1. insure the equipment for its full insurable value under an all risks insurance policy; and

  2. take out and maintain insurance for a minimum insured amount of $10 million against public risk liability and product liability in relation to the equipment and its use for an amount approved by us as stated in the statement of work from an APRA certified insurance company,

and together these are the required insurances. 

  1. Content of policies

You must take out each required insurance policy at your own cost, on terms satisfactory to us, and with a reputable and solvent insurer. 

  1. No prejudice

You must not do anything or permit anything to be done which might prejudice or invalidate any required insurance policy. 

  1. Assignment

You hereby assign to us, by way of transfer, all of your right, title and interest in and to:

  1. each of the required insurance policies; and

  2. all proceeds of those required insurance policies. 

  1. Security Interest

You acknowledge and agree the assignment referred to in clause 8.5 amounts to the grant of a security interest (being a transfer by way of security), to secure your obligations to us under the agreement. 

  1. Perfection

To the extent we do not perfect our right, title and interest in that security interest, you acknowledge and agree that we have the exclusive right to make a claim on behalf and in your name and to receive payment under each required insurance policy and, for this purpose: 

  1. you agree irrevocably direct any person to whom any such proceeds are paid by an insurer to pay those proceeds in full to us.

  2. the security interest referred to in clause 8.6 continues until all these proceeds have been paid in full;

  3. while any proceeds from a required insurance policy remains unpaid, you agree:

    1. you cannot require reassignment from us of anything secured under clause 8.5;

    2. we may notify each insurer of the security interest you have granted to us; and

    3. we may arrange for our name and interest to be noted on each such insurance policy and in the records of the relevant insurer.

  1. Registration of security interests

    1. We have the right to register the security interests mentioned above in clauses 7 and 8. 

    2. We may register any such security interests in any manner we consider appropriate, and you must provide us in a timely manner with all information, including your details and any relevant serial numbers, required for such registration. 

    3. You agree to perfect and continuously maintain perfection of any such security interest and do everything necessary to ensure that a third person cannot acquire an interest in any part of the equipment, or the required insurances as applicable, free of our security interest.

    4. You agree to do anything we ask you to do (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed) to provide more effective security over the equipment for payment of the amount owing or performance of an obligation.

    5. If we ask you to do so, you must:

      1. notify any person of our security interest and obtain all necessary consents and releases from that person in order to perfect the assignment and payment to us of any proceeds from a required insurance policy; and

      2. notify the relevant Insurer of our interests and rights in respect of those insurance proceeds.

  2. Notification

You must notify us immediately of the refusal by any insurer to issue a required insurance policy or the cancellation or determination of such a policy.

  1. Term and Termination

    1. Termination for convenience

You may terminate the agreement at any time before the start date by giving us notice.  However, in this case you must pay us the relevant amount set out below unless another amount is set out in the statement of work.  You acknowledge that this amount is a reasonable pre-estimate of the Loss which we will suffer in the event that you terminate the agreement under this clause, and is not a penalty.



Period of cancellation

Cancellation fee

Fewer than thirty (30), but more than seven (7) days before the start date

50% of the rental charges and service charges.

Fewer than seven (7) days before the start date

100% of the rental charges and service charges.

  1. Our right to terminate the agreement

If an event of default occurs, then (without affecting any of our other rights or remedies under the agreement or otherwise) we may terminate the agreement by notice to you. Each of the following is an event of default under the agreement:

  1. you do not pay on the due date any amounts payable under the agreement, and you fail to do so within seven (7) days of us giving you notice to do so;

  2. you do not comply with any of your other material obligations under the agreement (including under clause 1 of the agreement) and, if that failure to comply can be rectified, it is not rectified within seven (7) days after we give you a notice requiring you to do so;

  3. if you enter into, or any steps are taken to have you enter into, liquidation, provisional liquidation, receivership, administration, bankruptcy or any arrangement, reconstruction or composition with your creditors or a controller is appointed in relation to any of your assets or you fail to pay your debts as they fall due or you otherwise become insolvent or bankrupt;

  4. you cease to carry on your business;

  5. any required insurance policy, or insurance policy taken out by us, in relation to the equipment is cancelled or reduced as a result of your act or omission; or

  6. any representation or warranty made by you in the agreement or in relation to it is, or becomes, untrue or misleading in a material respect.

We may also terminate the agreement as permitted elsewhere in the agreement.

  1. Your right to terminate the agreement

You may terminate the agreement at any time after the start date and before the end date by giving notice to us if:

  1. we do not provide the equipment or the services to you in accordance with the agreement, and we fail to do so within seven (7) days of you giving us notice to do so;

  2. we do not comply with any of our other material obligations under the agreement and, if that failure to comply can be rectified, it is not rectified within seven (7) days after we give you a notice requiring you to do so;

  3. if we enter into, or any steps are taken to have us enter into, liquidation, provisional liquidation, receivership, administration, bankruptcy or any arrangement, reconstruction or composition with our creditors or a controller is appointed in relation to any of our assets or we fail to pay our debts as they fall due or we otherwise become insolvent or bankrupt;

  4. if we cease to carry on our business;

  5. any representation or warranty made by us in the agreement or in relation to it is, or becomes, untrue or misleading in a material respect.



  1. Consequences of Termination

    1. General consequences of termination

If the agreement is terminated before the end date by either party, then:

  1. we may immediately stop hiring the equipment and supplying the services to you and we may exercise our right to repossess that equipment under clause 2.1(c); and

  2. we and you are not required to perform our respective obligations under the agreement, except under this clause 10 and clauses 11 and 13. 

  1. Consequences where we terminate the agreement 

If we validly terminate the agreement before the end date, then you must pay to us by way of liquidated damages an amount equal to the total of:

  1. all outstanding rental charges and service charges up to the date of termination and all other moneys which are then payable to us under the agreement; 

  2. any taxes (excluding taxes on our income) and any other fees, charges or costs we are entitled to charge under the agreement, payable in respect of the amounts referred to in paragraph (a); and

  3. any costs and expenses incurred by us in terminating the agreement and repossessing the equipment, or which are payable under clause 2.

  1. Consequences where you terminate the agreement 

If you validly terminate the agreement before the end date, then you are not required to pay us any amount other than rental charges and service charges accrued up to the date of termination. However, this does not affect your obligation to pay us any amounts you may be required to pay us under clause 2.  You must pay us any such accrued rental charges and service charges within seven (7) days of the date of termination. 



  1. Liability

    1. To the maximum extent permitted by law, our maximum aggregate liability to you for all loss incurred by any person under or in relation to the agreement will in no circumstances exceed the amount actually paid by you to us under the agreement.

    2. To the maximum extent permitted by law, neither you nor us is liable in any circumstances for any consequential loss in relation to the agreement or its subject matter.



  1. Indemnity

    1. Each of us and you indemnifies and must keep indemnified the other for all loss arising out of or in relation to:

      1. any injury to any of the other party’s personnel; and

      2. any fraud on the part of indemnifying party and its personnel; 

      3. any breach of applicable laws by the indemnifying party; and

      4. a claim made by a third party that the use of any materials provided by the indemnifying party under the agreement is an infringement of that third party's intellectual property rights or contractual rights.

    2. Each party’s obligation to indemnify the other party is reduced proportionally to the extent that the other party has contributed to the relevant loss. 



  1. Excuse from performance

    1. We are not liable for any claim or loss by you under or in relation to our failure to perform, defect or delay in performing our obligations under the agreement to the extent that failure, defect or delay is caused or contributed to by one or more (or a combination) of the following:

      1. any act or omission by you or your representatives;

      2. your failure or delay to provide relevant information to us, or any error or defect in that information; or

  1. a force majeure event, and such delay or failure could not have been prevented by reasonable precautions or circumvented by alternate sources, workarounds or other means.  In this case, we are entitled to an extension of the time for performing such obligations, which must be reasonable having regard to the circumstances causing the delay or failure. If we are not able to perform those obligations within the reasonable extension of time, then either you or us may terminate the agreement.



  1. Miscellaneous

    1. The agreement may only be varied or replaced by a written document signed by us.

    2. A right of us, a breach of your obligation or an event of default under the agreement can only be waived by a written instrument signed by us. No other act, omission or delay by us will constitute a waiver. A single or partial exercise or waiver by us of a right relating to the agreement will not prevent any other exercise of that right or the exercise of any other right.

    3. If any provision or part of any provision of the agreement is void or unenforceable, then that provision or part of it shall be severed from the agreement without affecting the remaining provisions of the agreement.

    4. Unless the context otherwise requires: 

      1. words denoting the singular include the plural and vice versa and words denoting one gender include all genders;

      2. words denoting a person include a corporation and vice versa;

      3. a reference to a party includes its successors and permitted assigns; and 

      4. a reference to the equipment includes any parts or accessories from time to time attached to or forming part of the equipment, whether in addition to or in replacement of any part of the equipment.

    5. The agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that State.



  1. Definitions and Interpretations

    1. Definitions

agreed location is defined in Part A above.

agreement is defined in Part A above.

casualty value is defined in clause 2.3(b)(ii) above. 

claim means any claim, demand, allegation, suit, action, cause of action, proceeding or judgment of any kind however made or caused.

consequential loss means:

  1. loss not arising naturally, that is according to the usual course of things, from the relevant event giving rise to that loss, whether or not that loss may reasonably have been supposed to have been in the contemplation of the parties at the time they made this agreement, as the probable result of the relevant event;

  2. indirect, economic, special or consequential loss; and

  3. loss in the nature of loss of profits, revenue, data, production, use or loss of production even if the relevant loss may reasonably have been supposed to have been in the contemplation of the parties at the time they made this agreement, as the probable result of the relevant event. 

deposit is defined in Part D above.

dry hire arrangement is defined in Part B above.

end date is defined in Part A above.

equipment is defined in Part A above.

encumbrance means a mortgage, charge, pledge, lien, encumbrance, security interest, title retention, preferential right, trust arrangement, contractual right of set off or any other security agreement or arrangement in favour of any person.

end date is defined in Part E above.

equipment and services arrangement is defined in Part B above.

event of default means one or more of the events set out in clause 9.2.

execution date is defined in Part A above.

force majeure event means any of the following:

  1. power failure or interruption, fire, flood, earthquake, pandemic (including COVID-19) or act of God;

  2. riot, civil disorder, rebellion or revolution; or

  3. other similar cause beyond our reasonable control.

government agency means, whether foreign or domestic:

  1. a government, whether federal, state, territorial or local or a department, office or minister of a government acting in that capacity; or

  2. a commission, delegate, instrumentality, agency, board, or other government, semi-government, judicial, administrative, monetary or fiscal body, department, tribunal, entity or authority, whether statutory or not, and includes any self-regulatory organization established under statute or any stock exchange.

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

GST amount has the meaning given in clause 6.1.

intellectual property rights means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in getup goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

liability means any liability, whether actual or contingent, present or future, quantified or unquantified.

losses means any loss, damage, claim, cost (including legal costs), obligation, expense, liability or payment of any kind however calculated or caused and whether based in contract (including under any indemnity), tort (including negligence or breach of statutory duty), breach of statute, misrepresentation or breach of other law or regulatory requirement and whether or not actual or contingent.

material adverse effect is defined in Part C above.

personnel of a person means the employees, contractors, sub-contractors, officers and agents of that person.

rental charges is defined in Part A above.

representatives of a person are those set out in the Statement of Work.

required insurances has the meaning given in clause 8.2.

safety legislation means all applicable workplace health and safety, environment protection, dangerous goods and electricity safety legislation and regulations made under them, together with:

  1. any directions on safety or notices issued by any relevant government agency; and

  2. any code of practice or compliance code appropriate or relevant to the supply of the equipment and services.

safety requirements means any and all directions, instructions, requests or requirements relevant to, associated with or necessary for compliance with the safety legislation and including any such matters of which we inform you, either orally or in writing.

security interest means a right, interest, power or arrangement in relation to any property which provides security for, or protects against default by a person in, the payment or satisfaction of a debt, obligation or Liability, including:

  1. a mortgage, charge, bill of sale, pledge, deposit, lien, encumbrance or hypothecation; and

  2. and a security interest as defined in sections 12(1) and (2) of the Personal Properties Security Act 2009 (Cth).

service charges is defined in the Statement of Work.

services is defined in Part A above.

start date is defined in Part A above.  

statement of work is defined in Part A above.

terms and conditions means this document. 

term is defined in Part A above.

we or us is defined in Part A above. 



  1. Interpretations

In the agreement, unless the context indicates a contrary intention:

  1. (headings) headings are for convenience only and do not affect interpretation;

  2. (including) the words includes, including or similar expressions, do not limit what else might be included;

  3. (singular) the singular includes the plural and vice-versa;

  4. (gender) words importing one gender include all other genders;

  5. (corresponding meanings) if a word or phrase is defined, then its other grammatical forms have a corresponding meaning;

  6. (clause, item, recital, schedule, annexure) a reference to a clause, item, recital, schedule or annexure is a reference to a clause, item, recital, schedule or annexure of the agreement;

  7. (party) a reference to a party to the agreement or another agreement or document includes that party’s representatives, executors, successors, permitted substitutes (including persons taking by novation) and permitted assigns;

  8. (person) a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it compromises a separate legal entity;

  9. (rules of construction) neither the agreement nor any part of it is to be construed against a party on the basis that the party or its lawyers were responsible for preparing it;

  10. (legislation) a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;

  11. (agreement or document) a reference to an agreement or document (including a reference to the agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by the agreement or that other agreement or document;

  12. (notice) a notice means all notices, approvals, demands, requests, nominations or other communications given by one party to another under or in connection with the agreement;

  13. (writing) a reference to writing includes any method of representing or reproducing words, figures, drawings or symbols in a visible or tangible form, including facsimile, email, short messaging service or otherwise;

  14. (conduct) a reference to conduct includes an omission, statement or undertaking, whether or not in writing;

  15. (jointly and severally binding) subject to any express provision in the agreement to the contrary, a warranty, representation, covenant or obligation given or entered into by more than one person binds them severally and not jointly;

  16. (Business Day) if a payment or other act must be made or done on a day which is not a business day, then it must be made or done on the next business day;

  17. (period) a period of time from a certain date is calculated from (but not including) that date to and including the last day of that period;

  18. (Australian currency) a reference to dollars or $ is to Australian currency;

  19. (time) a reference to time means time in the applicable laws of New South Wales.