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Karen Valerie Harris T/A Kountable  –
Terms & Conditions of Trade

1. Definitions

1.1 “Kountable” means Karen Valerie Harris T/A Kountable, its successors and assigns or any person acting on behalf of and with the authority of Karen Valerie Harris T/A Kountable.

1.2 “Client” means the person/s or any person acting on behalf of and with the authority of the Client requesting Kountable to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:

a) if there is more than one Client, is a reference to each Client jointly and severally; and

b) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and

c) includes the Client’s executors, administrators, successors and permitted assigns.

1.3 “Services” mean all Services supplied by Kountable to the Client at the Client’s request from time to time.

1.4 “Documentation” means any goods, documents, designs, drawings or materials supplied, consumed, created or deposited incidentally by Kountable in the course of it conducting, or supplying to the Client, any Services.

1.5 “Fees” means the price payable (plus any GST where applicable) for the Services as agreed between Kountable and the Client in accordance with clause 5 of this contract.

1.6 “GST” means Goods and Services Tax (GST) as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).

2. Acceptance

2.1 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 Services, or accepts Services provided by Kountable.

2.2 These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Kountable.

2.3 None of Kountable’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of Kountable in writing nor is Kountable bound by any such unauthorised statements.

2.4 Kountable may retain any documents for a period of seven (7) years after which the documents will be destroyed unless otherwise requested by the Client.

2.5 Kountable and the Client agree that both parties may communicate with each other electronically, and 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 (NSW) or any other applicable provisions of that Act or any Regulations referred to in that Act. The Client acknowledges that electronic transmissions are inherently insecure, can be corrupted or intercepted, may not be delivered any may contain viruses. Kountable is not responsible to the Client for any loss suffered in connection with the use of e-mail as a form of communication with the Client.

2.6 Kountable may, acting solely as agent on behalf of the Client, obtain quotes and prices from third-party contractors, and may subsequently engage such contractors. Where Kountable engages third-party contractors on behalf of the Client, the following shall apply:

a) Kountable shall be entitled to enter into contracts with such contractors in the name of the Client;

b) the Client shall be responsible for all payments to such contractors;

c) where Kountable makes payment of the contractor’s account on behalf of the Client, the Client shall reimburse Kountable for the payment of such account, together with an account-handling fee, as per Kountable’s specified payment terms.

2.7 Kountable does not warrant the accuracy or quality of the contractors’ work, or warrant that the recommendations of the contractors are appropriate or adequate, or are fit for their purpose, or that they are not given negligently. The Client agrees that they shall not make any demand on Kountable, or commence any legal proceedings against Kountable, and Kountable shall have no liability, whether in negligence or otherwise, to the Client in relation to any services performed by the contractors.

3. Change in Control

3.1 The Client shall give Kountable not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client, change of Trustees 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, or business practice). The Client shall be liable for any loss incurred by Kountable as a result of the Client’s failure to comply with this clause.

4. Client’s Obligations

4.1 The Client shall provide promptly to Kountable all reasonable and necessary assistance, including access to all information which Kountable considers to be relevant to the engagement, so as to enable Kountable to provide the Services. In doing so, the Client shall update information provided by it to Kountable where there has been a material change to that information which affects the scope of performance by Kountable of the Services.

5. Fees and Payment

5.1 At Kountable’s sole discretion:

a) the Fees shall be as indicated on invoices provided by Kountable to the Client in respect of Services supplied; or

b) (where the Client is on a “Subscription Plan”), the Client is required to pay weekly/fortnightly or monthly Fees for the on-going provision of the Services to the Client by Kountable as stipulated in this agreement; or

c) Kountable’s quoted Fees (subject to clause 2) which shall be indicated on Kountable’s quotation and:
i) will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days;
ii) subject to any conditions stated therein.

5.2 Kountable reserves the right to change the Fees:

a) in the event of a variation to Kountable’s quotation; or

b) upon thirty (30) days written notice to the Client, where the Client is on a Subscription Plan.

5.3 At Kountable’s sole discretion, a non-refundable deposit may be required.

5.4 Time for payment for the Services being of the essence, the Fees will be payable by the Client on the date/s determined by Kountable, which may be:

a) before delivery of the Services; or

b) on completion of the Services; or

c) weekly, fortnightly or monthly in advance (on the same day as when this agreement is entered into) where the Client is on a Subscription Plan;

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

e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Kountable.

5.5 The Client shall not be entitled to set off against, or deduct from the Fees, any sums owed or claimed to be owed to the Client by Kountable nor to withhold payment of any invoice because part of that invoice is in dispute.

5.6 Payment may be made by electronic/on-line banking, credit card (plus a surcharge may apply per transaction), or by any other method as agreed to between the Client and Kountable.

5.7 Unless otherwise stated the Fees do not include GST. In addition to the Fees the Client must pay to Kountable an amount equal to any GST Kountable must pay for any provision of Services by Kountable under this or any other agreement. 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 Fees. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Fees except where they are expressly included in the Fees.

6. Subscription Plan

6.1 The Subscription Plan shall continue for an annual term and, upon expiration of this term, will continue on a monthly basis thereafter, unless cancelled by way of the Client providing Kountable with sixty (60) days’ written notification of its intention to do so. Following receipt of notice from the Client, the provision of the Services to the Client by Kountable shall cease at the end of the notification period and the Client must reimburse Kountable (on a pro rata calculation basis) for any use of the Services above its Subscription Plan’s allowance.

7. Provision of Services

7.1 Any time specified by Kountable for provision of the Services is an estimate only and Kountable will not be liable for any loss or damage incurred by the Client as a result of any delay. However both parties agree that they shall make every endeavour to enable the Services to be provided at the time and place as was arranged between both parties. In the event that Kountable is unable to provide the Services as agreed solely due to any action or inaction of the Client then Kountable shall be entitled to charge a reasonable fee for re-providing the Services at a later time and date.

7.2 Where the Services are provided on a subscription basis, the provision of the Services shall continue for the term stipulated on Kountable’s quotation and, upon expiration of this term, will continue on a monthly basis, unless the terminated in accordance with clause 3.

8. Risk

8.1 Irrespective of whether Kountable retains ownership of any Documentation, all risk for such items shall pass to the Client as soon as such items are delivered to the Client and shall remain with the Client until such time as Kountable may repossess the Documentation.

9. Title

9.1 The Client acknowledges and agrees that the Client’s obligations to Kountable for the provision of the Services shall not cease, and ownership of any Documentation shall not pass, until:

a) the Client has paid Kountable all amounts owing for the particular Services; and

b) the Client has met all other obligations due by the Client to Kountable in respect of all contracts between Kountable and the Client.

9.2 Receipt by Kountable of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then Kountable’s ownership or rights in respect of the Services, and this agreement, shall continue.

9.3 It is further agreed that, until ownership passes in accordance with clause 1:

a) the Client is only a bailee of the Documentation and must return the Documentation to Kountable immediately upon request by Kountable;

b) the Client shall not charge or grant an encumbrance over the Documentation nor grant nor otherwise give away any interest in the Documentation while they remain the property of Kountable;

c) the Client irrevocably authorises Kountable to enter any premises where Kountable believes the Documentation are kept and recover possession of the Documentation.

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

10.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPS

10.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in:

a) all Documentation previously supplied by Kountable to the Client;

b) all Documentation will be supplied in the future by Kountable to the Client; and

c) all the Client’s present and after acquired property being a charge, including anything in respect of which the Client has at any time a sufficient right, interest or power to grant a security interest in for the purposes of securing repayment of all monetary obligations of the Client to Kountable for Services – that have previously been provided and that will be provided in the future by Kountable to the Client.

10.3 The Client undertakes to:

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

i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
ii) register any other document required to be registered by the PPSA; or
iii) correct a defect in a statement referred to in clause 2(a)(i) or 10.2(a)(ii);

b) indemnify, and upon demand reimburse, Kountable 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 registration made thereby;

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

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

10.4 Kountable 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.

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

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

10.7 Unless otherwise agreed to in writing by Kountable, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.

10.8 The Client must unconditionally ratify any actions taken by Kountable under clauses 2 to 10.5.

10.9 Subject to any express provisions to the contrary (including those contained in this clause 10) nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

11. Security and Charge

11.1 In consideration of Kountable agreeing to provide 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).

11.2 The Client indemnifies Kountable from and against all Kountable’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Kountable’s rights under this clause.

11.3 The Client irrevocably appoints Kountable and each director of Kountable as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 11 including, but not limited to, signing any document on the Client’s behalf.

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

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

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

12.3 Kountable acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.

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

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

12.6 If Kountable is required to rectify, re-provide, or pay the cost of re-providing the Services under this clause or the CCA, but is unable to do so, then Kountable may refund any money the Client has paid for the Services but only to the extent that such refund shall take into account the value of Services which have been provided to the Client which were not defective.

13. Default and Consequences of Default

13.1 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 Kountable’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

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

13.3 Further to any other rights or remedies Kountable may have under this agreement, if the Client has made payment to Kountable by credit card, 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 Kountable under this clause 13 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this agreement.

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

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

b) the Client has exceeded any applicable credit limit provided by Kountable;

c) the Client has exceeded any applicable credit limit provided by Kountable;

d) 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

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

14. Use of Reports and Advice

14.1 Any advice that Kountable gives to the Client, its employees or agents is for the Client’s exclusive use and must be used only for the purpose described in the quotation.

14.2 Unless Kountable gives the Client prior written consent, the advice:

a) must not be used or disclosed for any other purpose, referred to in any document or made available to any other person, except the Client’s lawyers or other professional advisor assisting in the Services; and

b) may not be relied upon by any other party other than the Client.

14.3 Kountable is not responsible to any other party other than the Client, who is provided with or obtains a copy of Kountable’s advice.

14.4 Kountable’s advice may, on occasion, be given to the Client in draft form or orally only on the basis that the Client may not rely on advice in that form. Accordingly, Kountable shall not be responsible if the Client or any other party relies on the advice or chooses to act, or refrains from acting, on the basis of any draft advice or oral comments or advice.

14.5 The Client acknowledges that the signed copy of Kountable’s final advice is the definitive version.

15. Confidentiality / Intellectual Property

15.1 Both the Client and Kountable agrees to treat all information and ideas communicated to it by the other confidentially and agree not to divulge it to any third party, without the other party’s written consent. The parties will not copy any such information supplied, and will either return it or destroy it (together with any copies thereof) on request of the other party.

15.2 Exceptions to clause 1 will be disclosures to legal advisers, disclosures required by law, and disclosures necessary for the proper performance of the Services.

15.3 Where Kountable has developed software, spreadsheets, training materials, databases, proposals, tender documents and other electronic tools (“Tools”) in providing the Services for the Client, then the copyright in the Tools shall remain vested in Kountable, and shall only be used by the Client at Kountable’s discretion.

15.4 The Client warrants that any software, spreadsheets, databases, electronic tools or instructions provided by the Client to Kountable will not cause Kountable to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Kountable against any action taken by a third party against Kountable in respect of any such infringement.

15.5 Whether Kountable or the Client retains the copyright in relation to Tools which are specifically developed for the Client shall be as is agreed, recorded in writing, and signed by both parties to this agreement.

16. Employees of Kountable

16.1 The Client agrees not to employ, contract, subcontract or utilise in any way an employee or past employee of Kountable (other than through Kountable) for a period of no less than twenty four (24) months after that employee’s last employment with Kountable.

16.2 The Client agrees that if clause 1 is contravened Kountable will be able to invoice the Client at its current hourly rate the hours that the employee has been employed, contracted, subcontracted or utilised in any way by the Client and agrees to pay said invoice in accordance with the standard payment terms contained in this contract.

17. Cancellation

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

17.2 Kountable may cancel any contract to which these terms and conditions apply, or cancel the provision of Services at any time before the Services have commenced, by giving written notice to the Client. On giving such notice Kountable shall repay to the Client any money paid by the Client for the Services. Kountable shall not be liable for any loss or damage whatsoever arising from such cancellation.

17.3 In the event that the Client cancels the provision of the Services, and subject to clause 6, the Client shall be liable for any and all loss incurred (whether direct or indirect) by Kountable as a direct result of the cancellation (including, but not limited to, any loss of profits).

18. Privacy Act 1988

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

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

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

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

c) 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

d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.

18.3 The Client consents to Kountable being given a consumer credit report to collect overdue payment on commercial credit.

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

a) the provision of Services; and/or

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

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

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

18.5 The Client acknowledges that, and consents to, Kountable transferring, processing and/or storing personal information and data in another country or territory; however Kountable shall make all endeavours to ensure an adequate level of protection for the rights and freedoms of the Client in relation to the transfer, processing and/or storage of such personal information and data.

18.6 Kountable may give information about the Client to a CRB for the following purposes:

a) to obtain a consumer credit report;

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

18.7 The information given to the CRB may include:

a) personal information as outlined in 1 above;

b) name of the credit provider and that Kountable is a current credit provider to the Client;

c) whether the credit provider is a licensee;

d) type of consumer credit;

e) 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);

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

g) information that, in the opinion of Kountable, the Client has committed a serious credit infringement;

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

18.8 The Client shall have the right to request (by e-mail) from Kountable:

a) a copy of the information about the Client retained by Kountable and the right to request that Kountable correct any incorrect information; and

b) that Kountable does not disclose any personal information about the Client for the purpose of direct marketing.

18.9 Kountable 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 agreement or is required to be maintained and/or stored in accordance with the law.

18.10 The Client can make a privacy complaint by contacting Kountable via e-mail. Kountable 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.

19. Lien

19.1 Where the Client has left any of the Client’s documentation with Kountable for Kountable to provide any Services in relation to that documentation and Kountable has not received or been tendered the whole of the Fees, or the payment has been dishonoured, Kountable shall have:

a) a lien on the documentation; and

b) the right to retain the documentation whilst Kountable is in possession of the documentation until such time as payment has been made in full; and

c) the lien of Kountable shall continue despite the commencement of proceedings, or judgment for the Fees having been obtained; and

d) Kountable shall be under no obligation to release the documentation to the Client if the Client is in default of payment except as may be required by any law or statute.

20. Liability Limitations

20.1 Except as is specified in clause 12, the liability limitations of Kountable, it partners, associates, and employees shall exclude any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Kountable of these terms and conditions.

20.2 The Client agrees, to the extent permitted by law, that the liability to the Client of Kountable, its partners, associates and employees or contractors in any way arising from or connected with this engagement including, without limitation, liability for negligence, shall be limited to damages which under no circumstances shall exceed the Fee.

20.3 The Client agrees to indemnify Kountable, its partners, associates, employees and any other person who may be sought to be made liable in excess of the limit of liability described in clause 2 in respect of any activity arising from or connected with these terms in respect of any claim of whatever kind, including negligence, that may be made by any person and any costs and expenses that may be incurred by Kountable.

20.4 The Client acknowledges and accepts that Kountable shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):

a) resulting from an inadvertent mistake made by Kountable in the formation and/or administration of this contract; and/or

b) contained/omitted in/from any literature (hard copy and/or electronic) supplied by Kountable in respect of the Services.

20.5 In the event such an error and/or omission occurs in accordance with clause 20.4, and is not attributable to the negligence and/or wilful misconduct of Kountable; the Client shall not be entitled to treat this contract as repudiated nor render it invalid.

21. Service of Notices

21.1 Any written notice given under this contract shall be deemed to have been given and received:

a) by handing the notice to the other party, in person;

b) by leaving it at the address of the other party as stated in this contract;

c) by sending it by registered post to the address of the other party as stated in this contract;

d) 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;

e) if sent by email to the other party’s last known email address.

21.2 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.

22. Trusts

22.1 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 Kountable may have notice of the Trust, the Client covenants with Kountable as follows:

a) the contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;

b) 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.

c) the Client will not without consent in writing of Kountable (Kountable will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events;

i) the removal, replacement or retirement of the Client as trustee of the Trust;
ii) any alteration to or variation of the terms of the Trust;
iii) any advancement or distribution of capital of the Trust; or
iv) any resettlement of the trust property.

23. General

23.1 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.

23.2 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 Kountable has its principal place of business, and are subject to the jurisdiction of the Newcastle Court in New South Wales.

23.3 Neither party to this contract may assign this contract, any payment or any other right, benefit or interest under this contract without the written consent of the other party (which shall not be unreasonably withheld). Kountable 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 Kountable sub-contractors without the authority of Kountable.

23.4 The Client agrees that Kountable may amend these terms and conditions by notifying 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 Kountable to provide Goods to the Client.

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

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

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