TERMS OF TRADE

Makegoods Pty Ltd Terms of Trade

1. Definitions
   1. “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
   1. “MG” means Makegoods Pty Limited trading as Sydney City Rubbish or Sydney Sweep and Scrub, its successors and assigns or any person acting on behalf of and with the authority of MG.
   1. “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting MG to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
      1. if there is more than one Client, is a reference to each Client jointly and severally; and
      1. if the Client is a partnership, it shall bind each partner jointly and severally; and
      1. if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
      1. includes the Client’s executors, administrators, successors and permitted assigns.
   1. “Incidental Items” means any cleaning products, goods or materials supplied, consumed, created or deposited incidentally by MG in the course of it conducting, or supplying to the Client, any Services.
   1. “Services” mean all Services supplied by MG to the Client at the Client’s request from time to time.
   1. “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
   1. “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using MG’s website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.
   1. “Price” means the price payable (plus any GST where applicable) for the Services as agreed between MG and the Client in accordance with clause 8 of this Contract.
   1. “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
2. Acceptance
   1. The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts Services provided by MG.
   1. In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
   1. Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
   1. The Client acknowledges that the supply of Services on credit shall not take effect until the Client has completed a credit application with MG and it has been approved with a credit limit established for the account.
   1. Where the Client is a tenant (and therefore not the owner of the site where Services are to be provided) then the Client warrants that the Client has obtained the full consent of the owner for MG to provide the Services at the owner’s site. The Client acknowledges and agrees that they shall:
      1. upon request from MG provide evidence that they have such consent; and
      1. be personally liable for full payment of the Price for all Services provided under this Contract and to indemnify MG against any claim made by the owner of the site (howsoever arising) in relation to the provision of any Services by MG, except where such claim has arisen because of the negligence of MG when providing the Services.
   1. Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.
3. Bookings
   1. The Client can make bookings for the Services via phone or e-mail to MG. Where the Client has made a booking by e-mail less than forty-eight (48) hours from the intended commencement of the Services, they must confirm such booking with MG by phone to ensure that adequate time is allowed to reserve the labour for the Services, and that all the details of the Services to be provided by MG are correct.
   1. In the event the Client needs make an emergency booking, the Client acknowledges that, at an absolute minimum, MG requires electronic confirmation that the Client agrees to these terms and conditions and Services will not proceed until either a deposit or remittance advice is received.
4. 1. The commencement date shall be the date of the first delivery of the Services under a service contract, or from the date of signing, whichever, is the earlier. A service contract shall be for the period (‘initial term”) as agreed between both parties and shall revert to a monthly roll over basis automatically, unless agreed otherwise until terminated by either party by giving at least thirty (30) days’ required notice as defined in the service contract, prior to the expiration date of the initial term or any additional term.
   1. The Client acknowledges and accepts that:
      1. all fixed term service contracts (irrespective of the contract commencement date) will be subject to an annual Price review; and
      1. will then be subject to revision on the basis of, including, but not limited to, changes in the cost of materials, labour, or movement in any relevant economic price index; and
      1. payment deductions due for service contracts are billed monthly in advance; and
      1. in the event of premature termination of Services under a fixed term, any credit/refund of monies paid in advance shall be assessed pro-rata up until the date of termination.
5. 1. 5.1, and is not attributable to the negligence and/or wilful misconduct of MG; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.
6. 1. shall give MG not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, change of trustees, or business practice). The Client shall be liable for any loss incurred by MG as a result of the Client’s failure to comply with this clause.
7. 1. 7.2, the Client agrees that should the Client introduce any third party to MG as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any Services and/or to request any variation thereto, on the Client’s behalf (such authority to continue until all requested Services have been completed or the Client otherwise notifies MG in writing that said person is no longer the Client’s duly authorised representative).
   1. 7.1) is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise MG in writing of the parameters of the limited authority granted to their representative.
   1. 7.2 (if any)).

• • At MG’s sole discretion the Price shall be either:
    • as indicated on any invoice provided by MG to the Client; or
    • the Price as at the date of delivery of the Services according to MG’s current price list; or
    • MG’s quoted price (subject to clause 8.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
  • 8.2      MG reserves the right to change the Price:
  • Variations will be charged for on the basis of MG’s quotation, and will be detailed in writing, and shown as variations on MG’s invoice. The Client shall be required to respond to any variation submitted by MG within ten (10) working days. Failure to do so will entitle MG to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
  • At MG’s sole discretion:
    •  a non-refundable deposit may be required; and
    • a minimum load of 3m2 charge applies.
  • Time for payment for the Services being of the essence, the Price will be payable by the Client on the date/s determined by MG, which may be:
    • by way of instalments/progress payments in accordance with MG’s payment schedule;
    • the date which is thirty (30) days following the date of any invoice given to the Client by MG; or
    • the date specified on any invoice or other form as being the date for payment; or
    • failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by MG.
  • Payment may be made by electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Client and MG.
  • MG may in its discretion allocate any payment received from the Client towards any invoice that MG determines and may do so at the time of receipt or at any time afterwards. On any default by the Client MG may re-allocate any payments previously received and allocated. In the absence of any payment allocation by MG, payment will be deemed to be allocated in such manner as preserves the maximum value of MG’s Purchase Money Security Interest (as defined in the PPSA) in the Services.
  • The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by MG nor to withhold payment of any invoice because part of that invoice is in dispute.
  • Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to MG an amount equal to any GST MG must pay for any supply by MG under this or any other agreement for providing MG’s Services. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
• Provision of the Services
  • At MG’s sole discretion delivery of the Services shall take place when the Services are supplied to the Client at the Client’s nominated address.
  • Subject to clause 9.3 it is MG’s responsibility to ensure that the Services start as soon as it is reasonably possible.
  • • have the site ready for the Services; or
    • notify MG that the site is ready.
  • Delivery of the Services to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this Contract.
  • MG requires access to Client’s premises between the hours of 7 am and 5 pm Monday to Friday and such other times as agreed between the parties. The quotation is based on the assumption work will be performed between 7 am and 5 pm Monday to Friday. Work performed outside of these hours (including, but not limited to, working, through lunch breaks, weekends and/or Public Holidays) – for reasons beyond the control of MG may be subject to further charges.
  • It shall be the Client’s responsibility to ensure any requested commencement / completion date is realistic and truthful in order for MG to provide the Services by the requested deadline. MG shall not be liable for any loss suffered by the Client where any requested date/s is inaccurate, unattainable or unreasonable.
  • Any time specified by MG for delivery of the Services is an estimate only and MG will not be liable for any loss or damage incurred by the Client as a result of delivery being late. However both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties. In the event that MG is unable to supply the Services as agreed solely due to any action or inaction of the Client then MG shall be entitled to charge a reasonable fee for re-supplying the Services at a later time and date.
• Exclusions
  • Matters which are not within the scope of the Services under rubbish removal include, but are not limited to:
    • excavation;
    • manual handling equipment, unless specified;
    • disconnection or make safe of any services;
    • removal or handling of hazardous materials and liquids;
    • mattresses (subject to surcharge);
    • tyres;
    • foam or Styrofoam;
    • insulation;
    • food or wet waste;
    • items not able to be safely lifted by the number of workers on your job;
    • soil and rocks;
    • detailed clean-up.
  • Matters which are not within the scope of the Services under cleaning include, but are not limited to:
    • cleaning around lift well areas or tiled areas;
    • cleaning of staircases and attached plastic speed humps;
    • additional fee will be shown as a variation in accordance with clause 8.2 for the removal of tyre marks;
    • oil stains that has penetrated the sealer into the concrete and cannot be removed.
• Risk
  • The Client acknowledges and agrees that it is their responsibility to:
    • ensure that MG has clear and free access to the site at all times to enable them to provide the Services (including, but not limited to, necessary entry and exit to car parks etc.). MG shall not be liable for any loss or damage to the site, unless due to the negligence of MG;
    • fulfil any special conditions / requirements that may affect MG providing the Services at the site (including, but not limited to, health and safety equipment and/or site inductions);
    • clearing of the car park where vehicles are to be removed by 8:00am until the Services are completed; and
    • ensure that car park ventilation and lighting must be on during MG performing the Services and smoke detectors must be turned off during the sweeping process. MG will not be responsible for any fire brigade call out fees associated with MG performing their Services.
  • The Client acknowledges that stains or marks can be difficult to identify and that the more knowledge that MG has as to the cause of the stain or mark, how old the stain or mark is, and if any attempt has already been made to remove the stains or marks, the more effectively those stains/marks can be treated. However no guarantee is offered by MG that the stains or marks can be removed adequately or at all and charges will apply regardless of the outcome of MG’s efforts.
  • MG’s sweepers will perform continuous sweep runs within 10cm of walls and structures without any obstructions or obstacles.
  • Where MG is requested to clean or treat aged, oxidized, degraded or damaged surfaces, the Client acknowledges and accepts that cleaning these surfaces may expose further damage and may reduce the integrity of the surface. MG will not be held liable for the costs of repair or remedy of any surface where the damage occurs or consequential loss (including, but not limited to, obstacles blocking MG to perform continuous sweeping runs, such as restriction to passing around vehicles without adequate clearance or any type of parking security apparatus where MG can only sweep within 50cm of such obstacles etc.). MG may request an additional charge to return to the site to rework these areas, and will be payable by the Client.
  • MG shall:
    • be indemnified against any scratches on surfaces that result from the provision of the Services due to removal of abrasive materials, debris, acid or that were pre-existing; and
    • not be responsible for the disposal of health risk items, however, the removal of these items by MG may (at the sole discretion of MG) be charged to the Client in addition to the Price; and
    • not be liable for any existing defects revealed by MG during the provision of the Services. Any existing defects revealed shall be reported to the Client by MG on completion of the Services; and
    • not be held responsible for any damage to the site caused by any third party (including, but not limited to, pets or tradesmen).
  • The Client accepts and acknowledges that MG accepts no liability for any subsequent loss or damage (including, but not limited to, internal water damage, excess residue or over spray) to or onto the Client’s property, vehicles or any other property, which may occur during the cleaning process of the Services. It shall be the Client’s responsibility that they remove any tangible items susceptible to damage from the vicinity of the Services (and provide protection where necessary), and agrees that MG shall not be liable for any damage caused to those items through the Client’s failure to comply with this clause.
• Hazardous Products
  • Both the Client and MG agree that they will at all times ensure that they comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services, including occupational health and safety laws, and any other relevant safety standards or legislation, particularly those in relation to hazardous products and the safe removal and disposal of the same.
• Compliance with Laws
  • The Client and MG shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services.
  • risks present on the site, and where applicable, induct MG’s workers (including any sub-contractors as required), on:
    • site safety expectations;
    • emergency provisions;
    • risks and their control measures; and
    • incident reporting expectations.
• • In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
  • • ;
      • correct a defect in a statement referred to in clause 14.3(a)(i) or 14.3(a)(ii);
    • indemnify, and upon demand reimburse, MG for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Incidental Items charged thereby;
    • not register a financing change statement in respect of a security interest without the prior written consent of MG;
    • not register, or permit to be registered, a financing statement or a financing change statement in relation to the Incidental Items in favour of a third party without the prior written consent of MG.
  • MG and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
  • The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
  • Unless otherwise agreed to in writing by MG, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
  • The Client must unconditionally ratify any actions taken by MG under clauses 14.3 to 14.5.
  • Subject to any express provisions to the contrary (including those contained in this clause 14), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
• • In consideration of MG agreeing to supply Services, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
  • The Client indemnifies MG from and against all MG’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising MG’s rights under this clause.
  • The Client irrevocably appoints MG and each director of MG as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 15 including, but not limited to, signing any document on the Client’s behalf.
• 16.      Defects, Warranties and the Competition and Consumer Act 2010 (“CCA”)
  • 16.1    The Client must inspect MG’s Services on completion of the Services and must within forty-eight (48) hours notify MG in writing of any evident defect in the Services or Incidental Items provided (including MG’s workmanship) or of any other failure by MG to comply with the description of, or quote for, the Services which MG was to supply. The Client must notify any other alleged defect in MG’s Services or Incidental Items as soon as is reasonably possible after any such defect becomes evident. Upon such notification the Client must allow MG to review the Services or Incidental Items that were provided.

1. Notwithstanding clauses 16.1 to 16.7 but subject to the CCA, MG shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
   1. the Client failing to properly maintain or store any Incidental Items;
   1. the Client using the Incidental Items for any purpose other than that for which they were designed;
   1. the Client continuing to use any Incidental Items after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
   1. interference with the Services by the Client or any third party without MG’s prior approval;
   1. the Client failing to follow any instructions or guidelines provided by MG;
   1. fair wear and tear, any accident, or act of God.
2. Intellectual Property
   1. Where MG has designed, drawn or developed Incidental Items for the Client, then the copyright in any Incidental Items shall remain the property of MG. Under no circumstances may such designs, drawings and documents be used without the express written approval of MG.
   1. The Client warrants that all designs, specifications or instructions given to MG will not cause MG to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify MG against any action taken by a third party against MG in respect of any such infringement.
   1. The Client agrees that MG may (at no cost) use for the purposes of marketing or entry into any competition, any Incidental Items which MG has created for the Client.
3. 1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at MG’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
   1. If the Client owes MG any money the Client shall indemnify MG from and against all costs and disbursements incurred by MG in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, MG’s contract default fee, and bank dishonour fees).
   1. Further to any other rights or remedies MG may have under this Contract, if a Client has made payment to MG, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by MG under this clause 18 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.
   1. Without prejudice to MG’s other remedies at law MG shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to MG shall, whether or not due for payment, become immediately payable if:
      1. any money payable to MG becomes overdue, or in MG’s opinion the Client will be unable to make a payment when it falls due;
      1. the Client has exceeded any applicable credit limit provided by MG;
      1. the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
      1. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
4. Cancellation
   1. Without prejudice to any other remedies MG may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions MG may suspend or terminate the supply of Services to the Client. MG will not be liable to the Client for any loss or damage the Client suffers because MG has exercised its rights under this clause.
   1. MG may cancel any contract to which these terms and conditions apply or cancel delivery of Services at any time before the Services are commenced by giving written notice to the Client. On giving such notice MG shall repay to the Client any money paid by the Client for the Services. MG shall not be liable for any loss or damage whatsoever arising from such cancellation.
   1. 1. ; and
      1. cancel provision of the Services if there is no contract term specified, the Client must provide MG with no less than twelve (12) hours’ notice, prior to the commencement of the Services. Failure to comply will result in MG exercising their right to charge a cancellation fee based upon four (4) hours per individual for the booked Services 
   1. Subject to clause 19.3 the Client shall be liable to MG for any direct loss or costs incurred by MG (including, but not limited to, any loss of profits) up to the time of, or as a result of the cancellation, notwithstanding that at MG’s sole discretion.
5. Privacy Policy
   1. 20.1    All emails, documents, images or other recorded information held or used by MG is Personal Information, as defined and referred to in clause 20.3, and therefore considered Confidential Information. MG acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). MG acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by MG that may result in serious harm to the Client, MG will notify the Client in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
   1. 20.1, privacy limitations will extend to MG in respect of Cookies where the Client utilises MG’s website to make enquiries. MG agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:

If the Client consents to MG’s use of Cookies on MG’s website and later wishes to withdraw that consent, the Client may manage and control MG’s privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.

• • The Client agrees that MG may exchange information about the Client with those credit providers and with related body corporates for the following purposes:
    • to assess an application by the Client; and/or
    • to notify other credit providers of a default by the Client; and/or
    • to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
    • to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.
  • The Client consents to MG being given a consumer credit report to collect overdue payment on commercial credit.
  • The Client agrees that personal credit information provided may be used and retained by MG for the following purposes (and for other agreed purposes or required by):
    • the provision of Services; and/or
    • analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Services; and/or
    • processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
    • enabling the collection of amounts outstanding in relation to the Services.
  • MG may give information about the Client to a CRB for the following purposes:
    • to obtain a consumer credit report;
    • allow the CRB to create or maintain a credit information file about the Client including credit history.
  • The information given to the CRB may include:
    • Personal Information as outlined in 20.3 above;
    • name of the credit provider and that MG is a current credit provider to the Client;
    • whether the credit provider is a licensee;
    • type of consumer credit;
    • details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
    • advice of consumer credit defaults (provided MG is a member of an approved QAIC External Disputes Resolution Scheme), overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and MG has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments);
    • information that, in the opinion of MG, the Client has committed a serious credit infringement;
    • advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
  • The Client shall have the right to request (by e-mail) from MG:
    • a copy of the Personal Information about the Client retained by MG and the right to request that MG correct any incorrect Personal Information; and
    • that MG does not disclose any Personal Information about the Client for the purpose of direct marketing.
  • MG will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
  • The Client can make a privacy complaint by contacting MG via e-mail. MG will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.
• Building and Construction Industry Security of Payments Act 1999
  • At MG’s sole discretion, if there are any disputes or claims for unpaid Incidental Items and/or Services then the provisions of the Building and Construction Industry Security of Payments Act 1999 may apply.
  • Nothing in this Contract is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payments Act 1999 of New South Wales, except to the extent permitted by the Act where applicable.
• Service of Notices
  • • by handing the notice to the other party, in person;
    • by leaving it at the address of the other party as stated in this Contract;
    • by sending it by registered post to the address of the other party as stated in this Contract;
    • if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
    • if sent by email to the other party’s last known email address.
  • Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
• Trusts
  • If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not MG may have notice of the Trust, the Client covenants with MG as follows:
    • the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
    • the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
    • the Client will not without consent in writing of MG (MG will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
      • the removal, replacement or retirement of the Client as trustee of the Trust;
      • any alteration to or variation of the terms of the Trust;
      • any advancement or distribution of capital of the Trust; or
      • any resettlement of the trust property.
• General
  • Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising herein, shall be submitted to, and settled by, mediation before resorting to any external dispute resolution mechanisms (including arbitration or court proceedings) by notifying the other party in writing setting out the reason for the dispute. The parties shall share equally the mediator’s fees. Should mediation fail to resolve the dispute, the parties shall be free to pursue other dispute resolution avenues.
  • The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
  • These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales, the state in which MG has its principal place of business, and are subject to the jurisdiction of the Downing Centre Local Court in that state.
  • Subject to clause 16, MG shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by MG of these terms and conditions (alternatively MG’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Services).
  • MG may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.
  • The Client cannot licence or assign without the written approval of MG.
  • MG may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of MG’s sub-contractors without the authority of MG.
  • The Client agrees that MG may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for MG to provide Services to the Client.
  • Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, (“Force Majeure”) or other event beyond the reasonable control of either party.

Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.