Last updated on 21 November 2022
1 – ENGAGEMENT
(a) These Terms & Conditions (“Agreement”) govern the relationship between WORK180 Pty Ltd (“WORK180”, “we”, “us”, “our”) and subscribers (“Subscriber”, “you”, “your”) that have utilized any features of our website at www.work180.com (“Website”) or our services.
(b) This Agreement supersedes any previous Agreement in place between us and you.
You accept this agreement (Acceptance) by doing any of the following:
(a) Signing or electronically accepting our Quotation;
(b) paying any amount to us under a Quotation; or
(c) providing us with written instructions to proceed with supplying a product or service under a Quotation.
1.3 Becoming a Subscriber
(a) Upon Acceptance, you will become our Subscriber.
(b) The Services that we will provide to you are specified in the Quotation. Additional services may be purchased on a one-off basis via our Website or via a separate Quotation.
(c) You acknowledge and agree that some of the Services will not be covered by the regular subscription fee and may attract additional fees. Such services may include workshops, accreditation of staff, and other optional add-on items to your subscription.
(d) You are not entitled to any Services unless you maintain your account with us in good standing. If you fail to pay any of our tax invoices as and when they fall due, we reserve the right to suspend our Services to you. We may also terminate this Agreement pursuant to clause 12.
(e) Subject to particulars set out in the Quotation, you may be required to pay your subscription fees up-front for a 12-month subscription, or in monthly instalments. We will issue you with tax invoices and you must pay our tax invoices, in accordance with clause 5.
The Agreement commences on Acceptance and will continue until the end of the term as specified in the Quotation (“Term”), unless terminated earlier in accordance with this Agreement.
You must pay the fees as set out in our Quotation, or for one-off services and products, the fees set out for the relevant product or service on our Website.
2 – DEFINITIONS
In this Agreement, unless the context otherwise requires capitalised terms have the meaning set out below:
Advertisement means any material in any form lodged for publication or other distribution as an advertisement, including job advertisements;
Advertising Package means the program of Advertising and branding initiatives as set out in the Quotation;
Advertising Services includes Advertisements or Advertising Package, preparing Developed Content, establishing a Company Page and any other media promotion for the Advertising Services, if any of such items are part of the Quotation;
Agreement means this agreement including all annexures, schedules, and the relevant Quotation.
Business Day means a day on which banks are open for business in Melbourne, Victoria that is not a Saturday, Sunday or public holiday;
Claim means any claim, judgment, damage, loss, cost, expense or liability of any kind (including one that is prospective or contingent and one the amount of which is not ascertained) and costs (whether or not determined by a Court order);
Company Page means the Subscriber’s information page and job portal on the Website;
Confidential Information means all information (whether written or oral) disclosed by a party to another party which is either:
(a) identified as confidential by the discloser at the time of disclosure;
(b) contains financial, legal, marketing, sales, or operational information regarding the disclosing party;
(c) contains personal information of the disclosing party’s directors, officers, employees, contractors, or clients; or
(d) of a nature which should reasonably be regarded by the recipient as confidential,
but does not include information which:
(a) is in the public domain by reason other than a breach of this Agreement or any other confidentiality or non-disclosure obligation;
(b) was already in the recipient’s lawful possession at the time of disclosure; or
(c) is disclosed to obtain the consent of any third party to any requirement of, or to any act pursuant to, this Agreement.
Consequential Loss means all indirect, special or consequential losses, damages, costs or expenses of any nature whatsoever incurred or suffered, including any economic loss or other loss of turnover, any loss of reputation or goodwill, any loss of value of intellectual property, any legal costs and other expenses of any nature whatsoever in respect of them;
Developed Content means all marketing and media content developed by WORK180 in respect of the Subscriber, and may incorporate any Subscriber Content;
Existing IP Rights means the IP Rights of each party existing as at the date of Acceptance;
Fee is as set out in the Quotation;
Force Majeure Event means an event, or series of events, which prevents or severely impedes a party’s ability to perform its obligations under this Agreement and is outside the reasonable control of that party, including (but not limited to): network or power outages, fire, lightning, explosion, flood, earthquake, storm, natural or man-made disaster, riots, civil commotion, malicious damage, armed conflicts, acts of terrorism, war (declared or undeclared), blockade, revolution, sabotage, radioactive, toxic or dangerous chemical contamination, pandemic, government or quasi-government restriction, or any other catastrophe;
IP Rights means all present and future statutory or other intellectual property rights which exist or may in future exist in respect of:
(a) any inventions, innovations, patents, copyright, designs, confidential information, and know-how, whether registered or not, and any right to apply for registration of the aforementioned rights; and
(b) all rights with respect to intellectual property as defined in Article 2 of the convention establishing the World Intellectual Property Organisation of July 1967, including, but not limited to programmes, designs, briefs, materials, manuals, records, procedures, systems, marketing techniques, plans or specifications;
Services means the services set out in the Quotation;
Subscriber Content means any information, images or other material in respect of the Subscriber’s organisation or its jobs, provided by the Subscriber;
Website means WORK180’s website displayed at www.work180.com
3 – Use of our services and website
3.1 Proper conduct and use
You agree to comply with the following:
(a) you will not share your account with any other person;
(b) you will use the Services only for purposes that are permitted by this Agreement and the law generally;
(c) you have sole responsibility for protecting the confidentiality of your log-in credentials for our Website, such as your email address, username, and password. Use of your log-in credentials by other person may result in the immediate cancellation of the Services;
(d) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify us of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(e) you must not expressly or impliedly impersonate another Subscriber or use another Subscriber’s account at any time;
(f) you agree not to defame, harass, impersonate, stalk, or threaten violence to, another Subscriber;
(g) you will not on-sell or use the Services in connection with any commercial endeavours, other than for the purpose of promoting yourself as a WORK180 endorsed employer (if you are so endorsed) and promoting job vacancies within your organisation;
(h) you will not use the Services or our Website for any illegal or unauthorised use which includes collecting email addresses of Subscribers by electronic or other means for the purpose of sending unsolicited email, or unauthorised framing of or linking to any part of our Website;
(i) you acknowledge and agree that any use of our Services or Website via an automated script or program, is prohibited; and
(j) you must not use our Services or Website to compromise the confidentiality, integrity, or accessibility of our information system or any third party’s information system.
We reserve the right to report any unauthorised use of our Services or Website to law enforcement agencies and other public authorities, and may also take civil legal action for any damage or loss we suffer as a result of your unauthorised use.
3.2 Late cancellations or non-attendance
(a) Some of the services may require you to provide us with advance notice of any cancellation of your attendance or use, such as a workshop or event. Such requirements will be set out on the webpage or email detailing that service.
(b) If you purchase a service that requires advance notice of cancellation, and you fail to provide the required advance notice, we reserve the right to retain any fees that you have paid in respect of that service.
(c) If you book attendance at an event but fail to attend the event, we reserve the right to retain any fees that you have paid for your attendance at the event.
(a) You acknowledge and agree that our right to retain the fees paid, pursuant to clauses 3.2(b) and 3.2(c) is a reasonable pre-estimate of our loss arising from your cancellation.
4 – RENEWAL
(a) 60 days prior to the expiry of the Term, we will give you a written notice that this Agreement is due to expire (“Expiry Notice”).
(b) On expiry of the Term, we may amend, revise or modify these terms and conditions at our sole discretion by notice to you, and the amended terms and conditions will apply to any further term.
Within 30 days of receipt of the Expiry Notice, the parties will agree to do one of the following:
(a) end the Agreement on expiry of the Term;
(b) continue the Agreement on a monthly basis at a fee determined by us (acting reasonably); or
(c) extend the Agreement for a further term for a period and fee determined by us (acting reasonably).
5 – PAYMENT
We will issue you invoices as set out in the Quotation.
5.2 Payment obligation
You must pay our invoice:
(a) by the due date specified in the invoice. If the invoice does not list a payment date, you must make full payment to us within 30 days from the date of its issue; and
(b) in full without set off, deduction or counterclaim, and you acknowledge that this clause may be relied on in bar of any such proceeding instituted by you.
5.3 Failure to pay
If an invoice remains unpaid after 30 days, then we may provide 7 days written notice to you that the invoice is due and payable. If, after expiry of that notice period, you do not pay in accordance with this clause 1, we are entitled to do any or all of the following:
(a) charge interest on the outstanding amount at our applicable bank rate plus any costs we incur as result of collecting your payment;
(b) suspend the ‘go live’ date; or disable a live service of the Subscribers Company Page and any Advertisements as well as not perform any further Services (or any part of the Services) until payment is made in full or another arrangement is made to our satisfaction; and
(c) exercise a lien over documents or material we produced or prepared for you until payment is made in full (including the payment of any applicable interest) or another arrangement is made to our satisfaction.
If you or any third party issues a cheque for payment of an invoice and that cheque is dishonoured, we may:
(a) refuse to provide any further Services until full payment is received, including any bank charges we incurred as a result of the dishonoured cheque; and
(b) treat the dishonoured cheque as a repudiation and elect to either terminate or affirm the provisions of the Agreement and in either case, we will be entitled to seek compensation from you for our damages and losses suffered.
5.4 Further costs
If an outstanding account is referred to a law firm and/or debt collection agency for recovery, you will be liable for:
(a) any recovery costs incurred; and
(b) any commission payable by us.
6 – ADVERTISEMENTS
(a) You must provide the Subscriber Content and Advertisements as requested by us for the purpose of providing the Advertising Services.
(b) To the extent that you do not provide us with Subscriber Content or Advertisements within the timeframe we specify, we will not be responsible for any delays in providing the Advertising Services.
(c) You must notify us of any error in an Advertisement or any Subscriber Content immediately after becoming aware of such error.
(d) To the extent that you fail to notify us of any error in accordance with clause 6.1(c), we are not responsible for any error in the Advertising Services.
6.2 Third party buyer
(a) You may purchase Advertising Services through a third-party agent, including an advertising agency or media buyer (“Agent”).
(b) To the extent an Agent purchases the Advertising Services on your behalf, you remain fully responsible for all instructions we receive from the Agent in respect of the Advertising Services and the Advertisement, and any actions or omissions of your Agent will be deemed to be your actions and omissions.
6.3 Restrictions on Subscriber Content and Advertisements
You must ensure that all Subscriber Content and Advertisements do not:
(a) infringe any third-party rights (including third party IP Rights);
(b) contain any statements that are false or misleading;
(c) include any material that is offensive, unethical, or illegal (in our reasonable opinion); and
(d) contain any harmful software (such as viruses) or functionality that adversely affects our Website.
6.4 No warranty or guarantee
We give no warranty or guarantee in relation to:
(a) the dates of publication, or the placement or positioning, of any Advertising Service (unless specified in the Quotation);
(b) distribution of Advertisements, Subscriber Content, or Developed Content to a particular number of consumers or readers in a particular geographical area;
(c) the availability or the absence of technical or other disturbances on our Website;
(d) the number of clicks, page impressions or views of any Advertising Service;
(e) the attendance or response rate or take up in respect of any Advertisement or for any Subscriber event; or
(f) the increase in the number job applicants or external media coverage to the Subscriber.
6.5 Work180 discretion
(a) We are not obliged to review, approve, or amend any Subscriber Content or Advertisement, and any such review, approval or amendment will not affect the Subscriber’s responsibility in relation to the Advertisement.
(b) We may review any Subscriber Content or Advertisements provided by the Subscriber, and may in its sole discretion refuse any Subscriber Content or Advertisements to the extent it is inconsistent with this Agreement or with our values or objectives.
(c) We may postpone the publication of any Advertising Service by notice to the Subscriber for a temporary period, and the parties will negotiate in good faith and agree alternative dates for the publication.
(d) We may make any changes or variations to the format or other technical specifications of its Website or other media platform at any time during the Term.
6.6 Use of materials
We may share any Developed Content, Advertisement, or Advertising Package for internal purposes and for the purpose of marketing our services to prospective Subscribers.
7 – ENDORSEMENT CHECK
(a) Unless stated otherwise in a Quotation, all subscribers are entitled to receive an “Endorsement Check” from us.
(b) The Endorsement Check shall be undertaken by completing an electronic questionnaire on our Website, which can be found at: https://work180.com/en-au/for-employers/getting-endorsed (subject to variation and replacement from time to time).
(c) An Endorsement Check is solely for the purpose of being endorsed as an equitable employer in accordance with criteria set by us, as varied from time to time. The criteria shall depend on your type of business, industry, size, and country in which you operate.
If you satisfy the relevant criteria under the Endorsement Check, you will be an “Endorsed Employer” and entitled to:
(a) use the WORK180 endorsement badge, a copy of which we will supply to you, under a limited, non-exclusive, royalty-free, worldwide licence, to use solely for the purpose of promoting yourself as an equitable employer but no other purpose; and
(b) advertise vacant roles within your organisation on our job advertisement page;
(a) this Agreement being current and not expired or terminated;
(b) you continuing to satisfy the eligibility criteria to be an Endorsed Employer, as varied from time to time; and
(c) you complying with all of your obligations under this Agreement.
For avoidance of any doubt, our intellectual property rights in relation to the WORK180 endorsement badge, shall remain ours and is not assigned to you by virtue of your becoming an Endorsed Employer.
8 – INTELLECTUAL PROPERTY
(a) You grant to us a worldwide, non-exclusive, royalty free license to publish your logo (which may include a registered or unregistered trademark) on the Website, in any Advertisement, and in any of our marketing materials for the sole purposes of providing services under this Agreement.
(b) We grant to you a worldwide, non-exclusive, royalty free license to publish our logo (which may include a registered or unregistered trademark), for the sole purpose of promoting your status as a WORK180 endorsed employer subject to clause 7(d).
8.2 Ownership of IP Rights
Each party will retain the rights, title, and interest in their Existing IP Rights.
8.3 IP Rights Warranties
(a) Each party warrants that it will not, in any way, infringe or allow any other person to infringe the other party’s Existing IP Rights.
(b) You warrant that your will not, in any way, infringe or allow any other person to infringe the Developed IP Rights.
9 – PRIVACY and CONFIDENTIALITY
9.1 Confidential Information
Each party agrees not to disclose any Confidential Information of the other party under any circumstances without the prior consent of the other party, except:
(a) to its staff and officers requiring that information for the conduct of their duties pursuant to this Agreement; and
(b) as required or permitted by law.
9.2 Privacy and data protection
Each party must ensure that to the extent it shares any data with the other party, it is compliant with all relevant privacy and data protection laws and regulations.
9.3 Collection of information
(a) You acknowledge and agree that for us to provide our Services to you, we must collect certain information from you, including your business’ employment policies and processes, and other information that you may consider confidential.
10 – LIMITATION OF LIABILITY and INDEMNITY
10.1 Statutory warranties
(a) The provisions of this Agreement do not exclude or limit the application of any laws, (including the Competition and Consumer Act 2010 (Cth)) where to do so would contravene those laws or cause any part of this Agreement to be void.
(b) To the maximum extent permitted by law, the provisions of this Agreement exclude all implied conditions and warranties except any implied condition or warranty, the exclusion of which would contravene any laws or cause this condition to be void.
10.2 Limitation of our liability
Subject to clause 10.1, our liability in connection with the provision of the Services whether arising in contract, tort, negligence, breach of statutory duty or otherwise will, to the extent permitted by law, be limited to:
(a) the re-supply of the Services;
(b) the payment of the costs of having the Services provided again, the amount of which must not exceed the Fee; or
(c) the reimbursement of any amounts you have paid to us for the defective Services.
10.3 Limitation of liability of both parties
To the fullest extent permitted by law, no party will be liable to the other party:
(a) for any Consequential Loss of the other party in contract, tort, negligence, breach of statutory duty or otherwise.
(b) to the extent that the other party or its agents, employees or subcontractors has caused or contributed to any loss or damage.
Each party releases the other party from any liability for any Claim arising as a result of delay or failure to provide the Services or to comply with this agreement to the extent that such delay or failure is caused by a Force Majeure Event, and which by its nature could not have been foreseen or, if it could have been foreseen, was unavoidable, provided that the party affected by the Force Majeure Event has used all reasonable endeavours to promptly cure such an event or circumstance.
Each party agrees to fully indemnify the other party for claims in connection with a breach of a third-party intellectual property right.
If a party (the “Indemnifying Party“) is required to indemnify the other party (the “Indemnified Party“) for any claim, the following terms shall apply:
(a) The Indemnified Party will notify the Indemnifying Party promptly in writing of such claim.
(b) The Indemnified Party will grant the Indemnifying Party authority to handle the defence or settlement of any such claim, suit or proceeding and will provide the Indemnifying Party with all reasonable information and assistance (all at the Indemnifying Party’s expense).
(c) If the Indemnifying Party does not diligently pursue resolution of any such claim, suit, or proceeding, then the Indemnified Party, without in any way limiting the Indemnified Party’s other rights and remedies, shall be entitled to defend such claim, suit, or proceeding at the Indemnifying Party’s expense.
(d) The Indemnified Party may in any case also participate in the defence of a claim, suit, or proceeding at its option and its own expense.
11 – REPRESENTATIONS AND WARRANTIES
11.1 By each party
Each party represents and warrants to the other party that:
(a) the execution of this Agreement has been properly authorised by all necessary corporate or other action;
(b) it has full corporate or statutory power and authority to execute this Agreement and to perform or cause to be performed its obligations under this Agreement;
(c) this Agreement constitutes a legal, valid and binding obligation on it;
(d) it is solvent, no controller, administrator or statutory manager has been appointed in respect of it or in respect of any of its assets and it has not entered into any voluntary arrangement with one or more creditors.
11.2 No warranty of results by WORK180
You acknowledge and agree that:
(a) we give no guarantee or any representation that your Advertisement with us or our Services, shall provide you with any return on investment or financial benefit or improvement in staff retention; and
(b) being an Endorsed Employer should not be relied upon in any legal proceedings against you by an employee or employee association or a government authority, that you have engaged in discriminatory conduct or workplace bullying or harassment.
11.3 Subscriber warranties
You warrant that:
(a) you solely own the Subscriber Content and Advertisements provided to us, and has obtained any necessary rights, approvals or consents relating to the use and publication of the Subscriber Content and Advertisements;
(b) the Subscriber Content and Advertisements comply with all relevant laws and regulations and do not infringe any third-party rights (including IP Rights);
(c) you are not aware of any pending or ongoing litigation in relation to the Subscriber Content or Advertisements or any part of the Subscriber Content or Advertisements as at the date of Acceptance;
(d) the Subscriber Content and Advertisements do not contain any viruses or other harmful code or content.
11.4 No reliance on representations
Each party represents and warrants to the other party that it has not relied and will not rely during the Term, on any representation or communication made by the other party on, or before, the date of this Agreement, except as expressly made in this Agreement.
12 – TERMINATION
12.1 Termination for breach
Either party may terminate the Agreement by giving 7 days’ notice in writing to the other, if the other party has:
(a) failed to comply with the terms and conditions of the Agreement; and
(b) failed to rectify that breach, to the satisfaction of the notifying party, following the expiration of 7 days’ notice of the breach.
12.2 Immediate termination
Either party may terminate this Agreement immediately by notice to the other party if the other party:
(a) is no longer able to perform its obligations under this Agreement, including by failing to pay any amount when due to the other party;
(b) where it is a body corporate, any officer or employee:
- is charged with or found guilty of any criminal offence which attracts a maximum penalty of 2 or more years in custody;
- is the subject of legal proceedings for an offence under the Corporations Act 2001 (Cth) or has been found liable for such an offence;
- is disqualified from being a director of a corporation under the Corporations Act 2001 (Cth);
- by their conduct, act or omission brings the other party or any of its officers, employees or agents into disrepute; or
- commits fraud or is alleged to have committed any impropriety in their financial dealings;
(c) breaches a material term (or persistently breaches any term) of this Agreement.
We may terminate this Agreement immediately by notice to you, if you (whether in your own capacity, or through your officers or employees) acts in a manner which is inconsistent with our values and objectives.
12.3 Consequences of termination
Upon termination of this Agreement:
(a) any Fee, expense or reimbursement (whether invoiced or not) payable by you to us in respect of any period prior to the termination must be paid by you within 7 days after the termination;
(b) each party retains the rights it has against the other party, including in respect of any breach of this Agreement that arose before termination or out of the events that caused termination;
(c) the rights and obligations of each party under this Agreement which are expressed to survive termination, or which by its nature ought to survive termination, will remain in force;
(d) the licenses granted under clause 8.1(a) and 8.1(b) terminate immediately; and
(e) neither party may represent to any other person, whether directly or indirectly, that it remains associated with the other party.
13 – REGIONAL GOODS / SERVICES /SALES TAX
(a) Unless the contrary intention appears, any amount specified in the Quotation is exclusive of tax (e.g., Australia: GST. UK: VAT: USA: Sales Tax etc.).
(b) If tax has any application to any supply made under or in connection with this Agreement, the party making the supply (Supplier) may in addition to any amount or consideration expressed as payable elsewhere in this Agreement, recover from the recipient of the supply (Recipient) an additional amount on account of tax, such amount to be calculated by multiplying the amount or consideration payable by the Recipient for the relevant supply by the prevailing tax rate.
(c) Any additional amount on account of tax recoverable from the Recipient under this clause shall be calculated without any deduction or set-off of any amount, and is payable by the Recipient at the same time and in the same manner as paying the amount or consideration for the relevant supply under this Agreement.
(d) The Supplier must issue to the Recipient a tax invoice, and must do anything else which may be reasonably required to enable or assist the Recipient to claim or verify any input tax credit, set off, rebate or refund in relation to any tax payable under this Agreement or in respect of any supply under this Agreement.
14 – NOTICES
14.1 Method of giving
A notice, consent, approval or other communication under this Agreement must be in writing, signed by or on behalf of the party giving it, addressed to the party to whom it is to be given and:
(a) delivered to that party’s address;
(b) sent by registered pre-paid mail to that party’s address; or
(c) sent by email to that party’s email address.
(d) Communications sent by email are deemed to be signed by the named sender.
14.2 Time of receipt
Unless a later time is specified in a notice, the notice takes effect from the time it is received.
A notice is deemed to be received if:
(a) delivered by hand, when so delivered;
(b) sent by pre-paid post, on the fifth clear Business Day after the date of posting; and
(c) sent by email at the time on the day that it is sent unless the sender receives within 12 hours of that time an automated message that the email has not been delivered.
14.3 Address for notices
For the purpose of this clause, the address or email address of a party is the address or email address set out in the Quotation, subject to subsequent amendment or notice that it has changed.
15 – GENERAL
(a) Each party will bear and is responsible for its own costs (including legal and accounting costs) in connection with the negotiation, preparation, execution and completion of this Agreement.
(b) A party in default of this Agreement will be responsible for the costs (including legal costs on a solicitor/client basis) of enforcing that default.
A party must not dispose (directly or indirectly, which includes a change of control of a party) of any of its rights under this Agreement, or attempt or purport to do so, without the written consent of the other party. However, we may assign our benefits under this Agreement to a third party as part of a sale of our business to third party, without your written consent, provided that we or the purchaser gives you written notice of the assignment as soon as practicable after the completion of the sale (or at some earlier time).
This Agreement may only be amended or supplemented in writing, signed by the parties.
(a) The non-exercise of, or delay in exercising, any power or right of a party does not operate as a waiver of that power or right or preclude any other or further exercise of it or the exercise of any other power or right.
(b) A power or right may only be waived in writing, signed by the party to be bound by the waiver.
15.5 Further assurances
Each party will do all things and sign, execute, and deliver all Agreements, deeds and other documents as may be legally necessary or reasonably required of it by notice from another party to carry out and give effect to the terms and intentions of this document and to protect and preserve the rights of the other party.
If any part of this Agreement is invalid, illegal, unlawful, or otherwise incapable of enforcement:
(a) that part will be severed and will be of no force and effect; and
(b) all remaining parts of this agreement will prevail and remain in full force and effect.
No part of this Agreement will be construed to be dependent upon any severed clause or part of a severed clause unless expressly stated to be.
15.7 Entire agreement
This Agreement sets out the entire agreement between the parties in relation to the subject matter contemplated in this Agreement.
Survival of obligations
The obligations accepted by the parties under clauses 8 through 10 survive termination or expiry of the Agreement.
Application of law
The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
Each indemnity is a continuing obligation, separate from the other obligations of the parties, and continues after this Agreement ends.
15.9 Exclusion of agency and partnership
Nothing in this Agreement creates a relationship of partnership between any of the parties, and no party may act, or purport to act, as the agent of, or in any way bind or release any other party, without their express written permission.
15.10 Governing law
(a) This Agreement is governed by the law in force in Victoria, Australia.
(b) The parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts which may hear appeals from those courts.
16 – INTERPRETATION
In this Agreement, unless the context otherwise requires:
(a) a reference to any law includes any subordinate legislation as amended, replaced, re-enacted or consolidated;
(b) the singular includes the plural and vice versa;
(c) where a party is to determine a matter, they are to do so acting reasonably;
a reference to ‘person’ includes:
(a) a corporation, partnership, joint venture, association, authority, trust, state or government authority; and
(b) their executors, administrators, substitutes, successors and permitted assigns;
a reference to a clause, schedule or annexure is to a clause, schedule or annexure of this agreement;
(a) headings are included for convenience only and do not affect interpretation;
(b) a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
(c) a reference to a matter being written includes that matter being in any mode of representing or reproducing words, figures or symbols capable of written form;
(d) if a period of time starts from a given day (or event), it is calculated exclusive of that day (or the day the event occurs);
(e) the words “includes”, “including”, or similar expressions, are not words of limitation;
(f) a “party” or “parties” refer to you and/or us (depending on context), unless it is used to refer to a third party or third parties.
16.2 Neutral interpretation
Nothing in this Agreement is to be interpreted against a party solely on the ground that the party put forward this agreement or a relevant part of it.
© WORK180 2022. All Rights Reserved © Danaher Legal