TVH Purchase Order Terms and Conditions

1.GENERAL

These General terms and conditions for the provision of Goods and Services (the Terms and Conditions) together with the applicable purchase order (“Purchase Order”)form the agreement (the Agreement) between Total Ventilation Hygiene Pty Ltd (TVH) and the party set out in the Purchase Order (Supplier). This Agreement applies to the order for goods (Goods) and/or services (Services) by TVH as described in the Purchase Order. No other terms or conditions apply to the Goods or Services under any circumstances except where TVH first provides its agreement in writing.

2. OFFER AND ACCEPTANCE

a. The Supplier is taken to have accepted a Purchase Order and these Terms & Conditions if it notifies TVH that it accepts the Purchase Order or delivers the Goods and/or provides the Services described in the Purchase Order.

b. If the Supplier is unable or unwilling to accept the Purchase Order or these Terms & Conditions, it must notify TVH promptly in writing.

3. TERM OF AGREEMENT

a. This Agreement begins on the Commencement Date and continues until the Completion Date, unless extended in accordance with clause 3(b) or terminated earlier in accordance with these terms. If no Completion Date is specified, the Agreement
will come to an end when all Services have been completed or Good provided and all payments required to be made under the Agreement have been made.

b. A party may request the Agreement be extended beyond the Completion Date by providing the other party with written notice. The Agreement may only be extended for the period or periods as agreed to by the parties in writing.

4. PROVISION OF GOODS AND/OR SERVICES

a. The Supplier must provide the Goods and/or Services to TVH in accordance with this Agreement and any reasonable directions given by TVH from time to time.

b. The Supplier must:

i. In respect of Services, complete the Services by the Completion Date and any other date(s) for delivery of the Services specified in the Purchase Order;

ii. In respect of Goods, deliver the Goods to the destination set out in the Purchase Order by the date set out in the Purchase Order and the Goods must be clearly labelled with TVH’s details, purchase order no, delivery date and time, description of goods and quantity of goods;

iii. promptly notify TVH as soon as it becomes aware of any delay or possible delay in the supply of the Goods and/or Services in accordance with the Agreement; timely and efficient manner using the standard of care, skill, diligence, prudence and foresight that would reasonably be expected from a prudent, expert and experienced provider of goods and/or services that are similar to the Services or Goods; and

iv. use appropriately skilled and qualified Personnel to provide the Goods and/or Services and if specified in the Purchase Order, ensure the Key Personnel provide the Services.

c. If TVH notifies the Supplier that the Goods and/or Services or deliverable(s) are not fit for purpose or do not comply with this Agreement, the Supplier must promptly rectify the non-compliance with the timeframe provided by TVH following which TVH will undertake further review of the Goods and/or Services or deliverable(s) under clause 4(c). This process will continue until TVH, at its discretion:

i. waives, in writing, the requirement for the Goods and/or Services or deliverable(s) to comply with this Agreement;

ii. is satisfied that the Goods and/or Services or deliverable comply with this Agreement and accepts the Goods and/or Services or deliverable(s) in accordance with clause 4(c)(i);

iii. conditionally accepts the Goods and/ or Services or deliverable(s), subject to the Supplier agreeing to rectify the noncompliance within a reasonable timeframe and on such terms as TVH specifies; or

iv. subject to TVH having provided the Supplier with at least two opportunities to rectify the non compliance under clause 4(c)(ii), immediately terminate this Agreement by written notice to the Supplier.

v. If TVH terminates this Agreement under this clause 4(d)(iv), within 7 days of a request the Supplier will provide TVH with a full refund of all moneys paid to the Supplier in respect of the Goods and/or Services that have not been completed or delivered in accordance with this Agreement or which TVH is unable to use following termination.

d. After the delivery of the Goods and/or performance of the Services or delivery of any deliverable provided as part of the Services, TVH will undertake such reviews as it considers necessary to determine whether the Goods and/or Services or deliverable(s) are fit for purpose and comply with this Agreement. After inspecting the Goods and/or reviewing the Services or deliverable(s), TVH may notify the Supplier in writing:

i. of its acceptance of the Goods and/or Services or deliverable(s) if it is satisfied that the Goods and/ or Services or deliverable(s) are fit for purpose and comply with this Agreement; or

ii. if the Goods and/or Services or deliverable(s) are not fit for purpose or do not comply with this Agreement, in which case clause 4(d) will apply.

5. PRICE FOR THE SERVICES

a. The Rates and Fees payable for the Goods and/ or Services are fixed, and inclusive of all taxes (excluding GST), for the duration of the Agreement.

b. The Supplier may not charge TVH for any additional fees or charges, or recover any expenses or other costs from TVH unless specifically set out in a Purchase Order.

6. INVOICING AND PAYMENT

a. Upon completion of the supply of Goods and/or Services, or as otherwise speciﬁed in the Purchase Order, the Supplier must submit a valid tax invoice to TVH in accordance with the method speciﬁed in the Purchase Order. Each tax invoice must contain all information required for the purposes of the GST Act, together with such other information as TVH may reasonably require.

b. On or following acceptance of the supply of Goods and/ or Services, TVH will pay the invoiced amount, less any amount required by Law, within 30 days of receipt of a valid invoice. If TVH disputes the invoiced amount, it will pay the undisputed amount (if any) and notify the Supplier of the amount in dispute. The parties will endeavour to resolve any such dispute in accordance with clause 20.

c. Payment of an invoice is not to be taken as evidence that the Goods and/or Services have been accepted by TVH or supplied in accordance with the Agreement but must be taken only as payment on account.

7. FAILURE TO PERFORM

a. If the Supplier fails to perform any Services, deliver any deliverable(s), or provide any Goods in accordance with this Agreement TVH:

i. will not be required to pay for those Goods and/or Services or deliverable(s) until they are provided in accordance with the Agreement; and

ii. may issue a notice to the Supplier requiring the Supplier to remedy any default or issue, or resupply the Goods and/or re-perform the Services or deliverable(s) within the time speciﬁed by TVH (which time must be
reasonable having regard to the nature of the relevant Services or deliverable(s)).

b. If:

i. the default referred to in clause 7(a) above is incapable of being remedied or re-performed; or

ii. the Supplier fails to remedy the default or resupply the Goods or re-perform the non-compliant Service(s) or deliverable(s) within the time speciﬁed in the notice issued under clause 7(a)(ii),

iii. TVH may either have the Goods supplied and/ or the Services or deliverable(s) remedied or re-performed by a third party or do so itself. In either case, the Supplier must pay the reasonable costs incurred by TVH in doing so.

8. FORCE MAJEURE

a. Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party, including, but are not limited to, the following events (herein referred to as a Force Majeure Event): power failure, Internet Service Provider failure, industrial action, civil unrest, ﬁre, ﬂood, storms, earthquakes, acts of terrorism, acts of war, pandemic, governmental action or any other event that is beyond the control of the Party in question.

b. In the event that the Goods and/or Services are delayed for more than 30 days from the receipt of written notice of a Force Majeure Event, TVH may terminate this agreement by written notice to the Supplier.

9. INTELLECTUAL PROPERTY RIGHTS

a. Ownership of any Contract Materials will vest in TVH from the time of its creation.

b. All Pre Existing Intellectual Property used by the parties in connection with the provision of the Goods and/or Services or the creation of Contract Materials remains the property of the relevant party or its licensors.

c. The Supplier hereby irrevocably and unconditionally grants to TVH a perpetual, non exclusive, royalty-free, worldwide and transferable licence (including the right to sub-license) to use any of the Supplier’s Pre Existing Intellectual Property incorporated in or otherwise required to use the Contract Materials, the Goods and/or Services.

d. TVH grants the Supplier a non-exclusive, non-transferable, royalty-free licence to use TVH’s Pre-Existing Intellectual Property for the sole purpose of performing the Services and/or providing the Goods under the Agreement during the Term.

e. The Supplier undertakes that the Goods and/ or Services may be used in any way by TVH, without identifying any person as the individual responsible for creating any particular material comprised in it, without infringing the Moral Rights of any person.

f. The Supplier must, upon request by TVH, do all things necessary (including executing any documents) to give full effect to this clause 8.

10. INDEMNITY AND LIABILITY

a. The Supplier indemniﬁes, and will at all times keep TVH and each of its Personnel indemniﬁed, against any liabilities, losses, damages, costs and expenses (including all legal and settlement costs determined on a full indemnity basis) or compensation arising out of, or in any way in connection with, any:

i. a breach of this Agreement;

ii. death, personal injury, illness or disease of any person;

iii. loss of, or damage to property (real or personal property);

iv. breach of an obligation of conﬁdence or privacy, whether under this Agreement or otherwise;

v. fraudulent acts or omissions;

vi. wilful misconduct or unlawful act or omission;

vii. breaches of security;

viii. recall of Goods

ix. loss or corruption of Data;

x. third party claim arising out of a breach of the Agreement by the Supplier or its Personnel (including breach of warranty) or any negligent act or omission of the Supplier or its Personnel; or

xi. infringement or alleged infringement of the Intellectual Property Rights or any other rights of any person, including any third party, which was caused, or contributed to by, any act or omission of the Supplier or any of its Personnel.

b. The Supplier’s liability to indemnify TVH under clause 10(a) is reduced to the extent that any wilful, unlawful or negligent act or omission of TVH or its Personnel contributed to the liability, loss, damage, cost or expense.

c. To the extent that the indemnity in clause 10(a) refers to persons other than TVH, TVH holds this clause on trust for those other persons.

d. TVH’s maximum aggregate liability to the Supplier under or arising out of this Agreement or any law is capped at the fees paid to the Supplier for the 12 months prior to the liability arising.

e. Subject to the Supplier’s indemnity liability under clause 10(a), neither party is liable for any Consequential Loss arising out of this Agreement, whether in contract, tort (including negligence) or any other basis in law or equity.

11. WARRANTIES

The Supplier represents and warrants to TVH that:

a. (Capacity) it has the right to enter into the Agreement and perform the Services and/or provide the Goods;

b. (Purpose) where TVH has, either expressly or by implication, made known to the Supplier any particular purpose for which the Goods and/or Services are required, the Goods and/or Services will perform or be performed in such a way as to achieve that result;

c. (Conﬂict) it and its Personnel do not hold any ofﬁce or possess any property, are not engaged in any business or activity and do not have any obligations whereby duties or interests are or might be created in conﬂict with or might appear to be created in conﬂict with its obligations under the Agreement;

d. (IP) it is entitled to use and deal with any Intellectual Property Rights which may be used by it in connection with the provision of the Goods and/or Services and to grant to TVH the licences contemplated by this Agreement;

e. (No infringement) the receipt of the Goods and/or Services and the possession or use of any deliverables by TVH will not infringe the Intellectual Property Rights or other rights of any person or any Laws.

12. TERMINATION

a. TVH may terminate the Agreement with immediate effect (or with effect from a speciﬁed date) by giving notice in writing to the Supplier if the Supplier:

i. fails to provide the Services in accordance with the Agreement;

ii. breaches any provision of the Agreement and, where that breach is capable of remedy, fails to remedy the breach within 10 Business Days after receiving written notice requiring it to do so (or such later date as may be speciﬁed in that notice);

iii. breaches any provision of the Agreement that is not capable of remedy as determined by TVH;

iv. any of its Personnel involved in the provision of the Goods and/or Services commits fraud, dishonesty or any other serious misconduct;

v. commits any act or does anything that may be prejudicial or otherwise detrimental to the reputation of TVH; or

vi. suffers from an Insolvency Event.

b. TVH may terminate the Agreement without cause by giving the Supplier 30 days written notice.

c. If the Agreement is terminated pursuant to clause 12(b), TVH will pay the Supplier:

i. for the compliant Goods provided and/or Services performed in accordance with the Agreement up to the date of the termination; and

ii. the unavoidable and substantiated pre-agreed expenses or costs (as set out in a Purchase Order) incurred by the Supplier as a direct result of the termination, excluding any loss
of proﬁt, and TVH has no other liability to the Supplier in relation to that termination.

d. When TVH issues a notice under clause 12(b) or 7(b), the Supplier will immediately comply with any directions given in the notice and do all that is possible to mitigate its losses arising from the termination of the Agreement.

e. The Supplier may terminate the Agreement by giving at least 20 Business Days written notice to TVH if TVH fails to pay amounts due under this Agreement.

f. Termination or expiry of this Agreement will not prejudice any right of action or remedy which may have accrued to either party prior to termination or expiry.

g. On termination or expiry the Supplier must immediately, following instructions by TVH, cease using all materials that contain any Data or Conﬁdential Information by either, at TVH’s discretion, destroying the materials or returning the materials at no additional cost to TVH.

13. INSURANCE

a. The Supplier must obtain and maintain insurance cover during the Term and for a period of up to 7 years after the Services have been completed, sufﬁcient to cover any loss or costs that may be incurred and for which the Supplier may be liable in connection with the Agreement, including:

i. professional indemnity insurance for an amount not less than $20 million for any one claim (and in the annual aggregate) unless another value is speciﬁed in the Purchase Order; and or.

ii. public and product liability insurance for an amount not less than $20 million for any one claim (and in the annual aggregate) unless another value is speciﬁed in the Purchase Order; and

iii. Workers compensation insurance to the level required by Law.

b. On request, the Supplier must, within 10 Business Days, provide TVH with evidence of the currency of any insurance it is required to obtain under this Agreement.

14. CONFIDENTIALITY, PRIVACY AND DATA PROTECTION

a. The Supplier must, and must ensure its Personnel, keep the Conﬁdential Information conﬁdential and secure and must not disclose or otherwise make available any Conﬁdential Information to any other person or party. The Supplier must at all times safeguard the Conﬁdential Information from unauthorised use, access and disclosure and must return the Conﬁdential Information to TVH immediately on request or on the termination of this Agreement. The obligations of the Supplier under this clause survive the termination of the Agreement.

b. If Supplier collects, uses or discloses, or TVH provides, Personal Information (as deﬁned in the Privacy Act 1988 (Cth)) in connection with this Agreement, the Supplier must:

i. comply with all Privacy Laws as if it were subject to those Privacy Laws, policies and standards;

ii. not do anything which would cause TVH to breach the Privacy Laws,

iii. not disclose, and ensure no authorised personnel disclose, any Personal Information to any person outside of Australia without the express, prior written authority of TVH;

iv. comply with all reasonable directions or requests of TVH concerning the storage, security, handling, use and disclosure of Personal Information or actual, suspected or potential unauthorised access to, or unauthorised or disclosure of, or loss of, Personal Information;

v. if it becomes aware of, or has any grounds to believe or suspect that there has been, any unauthorised access to, or unauthorised or disclosure of, or loss of, Personal Information relating in any way to this agreement (a “Notiﬁable Data Incident”) immediately inform TVH of the occurrence and details of the Notiﬁable Data Incident and promptly comply with any direction given, and provide all reasonable assistance requested by, TVH with respect to the Notiﬁable Data Incident, including in relation to any notiﬁcations which are required to be made.

15. ACCESS TO PREMISES

When at the premises of TVH or its customer, the Supplier must, and must ensure that its Personnel:
a. protect people and property;

b. prevent nuisance;

c. act in a safe and lawful manner;

d. comply with the safety standards and policies of TVH and its customer (as notiﬁed to the Supplier); and

e. comply with any lawful directions of TVH, its Personnel or the customer of TVH.

16. SUB CONTRACTING

a. The Supplier must not sub contract to any third person any of its obligations in relation to the provision of Goods and/or Services without the prior written consent of TVH (which may be given conditionally or withheld in its absolute discretion).

b. The Supplier will not, as a result of any sub contracting arrangement, be relieved from the performance of any obligation under the Agreement and the Supplier will be liable for all acts and omissions of a sub contractor as though they were the actions of the Supplier itself.

17. COMPLIANCE WITH LAW AND POLICY

a. The Supplier must comply with all applicable Laws.

b. The Supplier must (and must ensure that its Personnel) comply with the: (a)

i. TVH Supplier Code of Conduct; and

ii. any other policy provided to the Supplier; and

iii. any law directions or orders given by TVH or its Personnel.

c. The Supplier warrants that:

i. it will comply with all applicable laws, statutes and regulations in force from time to time which relate to Modern Slavery;

ii. it will take reasonable steps to ensure that there is no Modern Slavery in its supply chains or in its sub contract’s supply chains;

iii. it will implement and maintain throughout the term of this Agreement appropriate due diligence procedures for its own suppliers and sub contractors to ensure that there is no Modern Slavery in its supply chains;

iv. it will notify TVH as soon as it becomes aware of any actual law suspected Modern Slavery in a supply chain which has a connection with this Agreement; and

v. it will maintain a complete set of records to trace the supply chain of all goods and services provided to TVH in connection with this Agreement

18. WHS

The Supplier must:
a. at all times, comply with all applicable work health and safety laws; standards and regulations determined by TVH;

b. develop, maintain and implement a work health and safety management system that complies with all work health and safety laws applicable to the Supplier;

c. provide copies of documents recording the system referred to in clause 18{b) to TVH if requested.

d. indemnify TV for any claims, loss, expenses or costs related to, or in connection with a breach of this clause 18 or the Supplier’s work health and safety obligations.

19. GST

a. The terms used in this clause have the same meanings given to them in the GST Act.

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

c. If GST is imposed on any supply made under or in accordance with the Agreement, the recipient of the taxable supply must pay to the party making the taxable supply an amount equal to the GST payable on or for the taxable supply. Subject to the recipient ﬁrst receiving a valid tax invoice, payment of the GST amount will be made at the same time the consideration for the taxable supply is to be paid or provided in accordance with the Agreement.

20. DISPUTE RESOLUTION

a. If any dispute arises under or in connection with this Agreement (Dispute), either party may at any time give written notice to the other (Dispute Notice) requesting that a meeting take place to seek to resolve the Dispute in good faith.

b. (b) If the Dispute is not resolved in 15 Business Days it will be referred to mediation (Mediation) conducted by the Australian Disputes Centre (ADC) in accordance with the ADC mediation guidelines (Guidelines) with each party bearing their own cost.

c. (c) If the parties fail to settle the Dispute within 60 days of the Dispute Notice, any Mediation that had commenced will end and the parties may agree to submit the dispute for resolution to ﬁnal and binding arbitration and failure to agree to arbitration within 7 days of the end of Mediation the parties may commence litigation

d. (d) The parties will continue to perform their respective obligations under this Agreement pending the resolution of a Dispute.

21. GENERAL

a. The Supplier must pay its employees and contractors wages, salaries, overtime rates, penalty rates, bonuses, fees, superannuation and other employee beneﬁts or alike in compliance with the Fair Work Act 2009 (Cth) or any other applicable legislation. The Supplier agrees to indemnify TVH fully against all liabilities, costs and expenses which TVH may incur in connection with any breach or alleged breach of this clause or allegation of underpayment or non-payment by the Supplier or its related bodies corporate.

b. Nothing in this agreement constitutes the relationship of employer and employee between TVH and the Supplier or between TVH and the Supplier’s Personnel. It is the express intention of the Parties that any such relationships are denied.

c. During the Term and at any time up to twelve months after the end of the Term, the Supplier must permit the Company and its authorised nominee(s) to have access to the Supplier’s premises to inspect and audit the records of the Supplier relating to its supply or performance of the Services or the supply of Goods.

d. This agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in New South Wales, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

e. Time is of the essence in relation to the provision of the Goods and/or Services.

f. The Agreement may only be varied or replaced by a written document executed by the parties.

g. A waiver of any right, power or remedy under the Agreement must be in writing and signed by the party granting it. The fact that a party fails to do, or delays in doing, something the party is entitled to do under the Agreement does not amount to a waiver.

h. Any provision of the Agreement which is invalid or unenforceable is to be read down, if possible, so as to be valid and enforceable, and, if that is not possible, the provision will, to the extent that it is capable, be severed to the extent of the invalidity
or unenforceability, without affecting the remaining provisions.

i. TVH may set off against any sum owing to the Supplier under the Agreement any amount then owing by the Supplier to TVH.

j. A party may not assign any right under the Agreement without the prior written consent of the other party. TVH may assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business. The Supplier will be responsible for acts and omissions of any permitted assignee.

k. In the event and to the extent of any inconsistency between these Terms & Conditions and the Purchase Order, the Terms & Conditions will prevail to the extent of the inconsistency. If the inconsistency remains incapable of resolution by reading down, the inconsistent provisions will be severed from the Purchase Order without otherwise diminishing the enforceability of the remaining provisions of the Purchase Order.

l. This Agreement contains everything the parties have agreed in relation to the Goods and/or Services. No party can rely on an earlier written document or anything said or done by or on behalf of another party before this Agreement was executed.

m. If a party enters into this agreement as trustee of a trust, that party and its successors as trustee of the trust will be liable under this agreement in its own right and as trustee of the trust. Nothing releases the party from any liability in its personal capacity. The party warrants that at the date of this agreement: (a) all the powers and discretions conferred by the deed establishing the trust are capable of being validly exercised by the party as trustee and have not been varied or revoked and the trust is a valid and subsisting trust; (b) the party is the sole trustee of the trust and has full and unfettered power under the terms of the deed establishing the trust to enter into and be bound by this agreement on behalf of the trust and that this agreement is being executed and entered into as part of the due and proper administration of the trust and for the beneﬁt of the beneﬁciaries of the trust; and

n. no restriction on the party’s right of indemnity out of or lien over the trust’s assets exists or will be created or permitted to exist and that right will have priority over the right of the beneﬁciaries to the trust’s assets.

o. Clauses 5, 6, 8, 9, 10, 11, 12(c), 12(d), 12(f), 12(g), 13(a),14, 16(b), 20, 21, 22 and 23 of this Agreement survive the termination or expiry of this Agreement or the completion of the provision of Services and may be enforced at any time.

22. DEFINITIONS

In this Agreement, unless the context otherwise requires:

Agreement means the agreement for the provision of the Goods and/or Services consisting of these Terms & Conditions and the Purchase Order.

Business Day means a day which is not a Saturday, Sunday or public holiday (being a public holiday declared by Federal/ State/Territory where work is to be undertaken.

Consequential Loss means any (i) loss of revenue, use, production, goodwill, proﬁt, income, business, contract or anticipated savings; (ii) ﬁnancing costs or increase in operating costs; or (iii) other ﬁnancial or economic loss or any other special or indirect loss or damage (excluding any losses and damages to the extent arising naturally according to the usual course of things from the relevant conduct or breach).

Completion Date means the date by which the provision of the Services and/or the supply of Goods must be completed by the Supplier, as speciﬁed in the Purchase Order.

Commencement Date means the date on which the provision of the Services will commence, as speciﬁed in the Purchase Order.

Conﬁdential Information means any technical, scientiﬁc, commercial, ﬁnancial or other information of, about or in any way related to, TVH, including any information designated by TVH as conﬁdential, the Contract Material, and any Data, which is disclosed, made available, communicated or delivered to the Supplier, but excludes information which:

a. is in or which subsequently enters the public domain, other than as a result of a breach of an obligation of conﬁdentiality;

b. the Supplier can demonstrate was in its possession prior to the date of the Agreement;

c. the Supplier can demonstrate was developed by it independently of any disclosures previously made by TVH;

d. is lawfully obtained by the Supplier on a non-conﬁdential basis from a person who is not bound by a conﬁdentiality agreement with TVH or otherwise prohibited from disclosing the information to the Supplier; or

e. is required to be disclosed pursuant to Law, court order or other legal process.

Contract Materials means any materials and any Data (including any Intellectual Property) which the Supplier creates (whether alone or jointly with any other person) in performing the Services and/or supplying the Goods.

Data means all data, information, text, drawings, statistics, analysis and other materials embodied in any form which is:

a. supplied by or on behalf of TVH in connection with this Agreement (Input Data); or

b. generated, placed, stored, processed, retrieved, printed, accessed or produced utilising the Input Data, the Services or the deliverables.

Fees mean a ﬁxed fee payable to the Supplier for the provision of the Services, as speciﬁed in the Purchase Order.

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

Goods means the goods speciﬁed in the Purchase Order and as provided under this Agreement, and includes any deliverables provided as part of the Goods.

Insolvency Event means, in relation to the Supplier, any of the following:

a. anything that reasonably indicates that there is a signiﬁcant risk that the Supplier is or will become unable to pay debts as they fall due;

b. a step being taken to have a receiver, receiver and manager, liquidator or provisional liquidator appointed to the Supplier or any of its assets; or

c. the Supplier ceasing, or indicating that it is about to cease, carrying on business.

Intellectual Property Rights means all intellectual property rights at any time recognised by law, including all present and future copyright, all proprietary rights in relation to inventions (including patents), registered and unregistered trademarks, trade secrets and know-how, registered designs, circuit layouts, and all other proprietary rights resulting from intellectual activity in the industrial, scientiﬁc, literary or artistic ﬁelds.

Laws includes any requirement of any statute, rule, regulation, proclamation, ordinance or by-law, present or future, and whether state, federal or otherwise.

Moral Rights has the meaning given to that term in the Copyright Act 1968 (Cth) and includes a right of a similar nature that is conferrable by statute, and that exists or comes into existence anywhere in the world.

Personnel of a party includes the ofﬁcers, employees, agents, contractors and sub-contractors of that party.

Pre-Existing Intellectual Property means all materials owned by or licensed to a party as at the date of the Agreement or developed by or on behalf of a party independently of the Agreement.

Privacy Laws means the Privacy Act 1988 (Cth) and all other applicable privacy laws, code or such other data protection laws as may been in force from time to time.

Purchase Order means any form of order or purchase issued by TVH for the provision of Goods and/or Services, made under or incorporating these Terms & Conditions.

Rates means the monetary amount (whether charged on an hourly, daily, weekly or other time related basis) payable to the Supplier for the provision of Goods and/ or Services, as speciﬁed in the Purchase Order.

Services means the services speciﬁed in the Purchase Order and as provided under this Agreement, and includes any deliverables provided as part of the services.

Supplier means the entity supplying the Goods and/or Services under the Agreement.

Supplier Code of Conduct means the Code of Conduct issued by TVH (as amended from time to time).

Term means the duration of this Agreement from the Commencement Date to the Completion Date or
otherwise as extended in accordance with clause 3(b).

23. INTERPRETATION

Unless expressed to the contrary, in this Agreement:

a. words in the singular include the plural and vice versa;

b. any gender includes the other genders;

c. if a word or phrase is deﬁned its other grammatical forms have corresponding meanings;

d. ‘includes’ and ‘including’ are not words of limitation;

e. no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise beneﬁt from it;

f. the obligations of the Supplier, if more than one person, under the Agreement are joint and several and each person constituting the Supplier acknowledges and agrees that it will be causally responsible for the acts and omissions, including breaches of the Agreement, of the other as if those acts or omissions were its own;

g. the rights of the Supplier, if more than one person, under the Agreement, including the right to payment, jointly beneﬁt each person constituting the Supplier (and not severally or jointly and severally); and

h. a reference to:

i. a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;

ii. a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;

iii. any law, legislation or legislative provision includes any statutory modiﬁcation, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision; and

iv. a party or parties is a reference to TVH and the Supplier (as the case requires).