1. DEFINITIONS

1.1 ACL means the Australian Consumer Law schedule of the Competition and Consumer Act 2010 (Cth), and its associated Regulations, as amended from time to time.

1.2 Agreement means any agreement between Argus and the Customer for Argus’ supply of Goods or Services.

1.3 Argus means Argus Waste Recycling Pty Ltd.

1.4 consumer is as defined in the ACL, and in determining if the Customer is a consumer, the relevant consideration is whether the Customer is a consumer under the Agreement.

1.5 consumer contract has the meaning given to that term in the ACL.

1.6 Customer means the person/s requesting Argus to provide the Services, and if there is more than one person requesting the Services, is a reference to each person jointly and severally.

1.7 EPA means the Environmental Protection Authority.

1.8 Goods shall mean goods supplied by Argus to the Customer.

1.9 Force Majeure Event means an event beyond the reasonable control of a party that hinders, prevents or restricts that party from acting, including but not limited to accident, act of God, act or threat of terrorism or war, breakdown, decree or order of government, epidemic, export or import restriction, industrial dispute, lock out, natural disaster, pandemic, strike or travel restriction,

1.10 GST means the Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth), and its associated Regulations, as amended from time to time.

1.11 Latent Matters means any circumstance, fact, matter or thing that may hinder Argus’ provision of its Goods or Services but which is not apparent until the provision of the Goods or Services commences, and may include without limitation any blockage of any drain, grate or grease trap.

1.12 Materials shall mean materials (including, but not limited to, EPA prescribed waste) that are collected, transported, processed, and/or recycled by Argus.

1.13 PPSA means the Personal Property Securities Act 2009 (Cth), and its associated Regulations, as amended from time to time.

1.14 Price means the price payable for the Good/Services as agreed between Argus and the Customer in accordance with clause 6 of this contract.

1.15 Services means all services supplied by Argus to the Customer and includes the collection, transportation, processing, and/or recycling of Materials, and any advice or recommendations (and where the context so permits shall include the supply of Goods as defined above).

1.16 small business contract has the meaning given to that term in the ACL.

1.17 Terms means these Terms and Conditions of Trade.

 

2. ACCEPTANCE

2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for, or accepts Services provided by Argus.

2.2 These terms and conditions may only be amended with Argus’ consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and Argus.

2.3 No terms or conditions offered or otherwise put forward by the Customer apply in respect of any Agreement unless and to the extent Argus expressly accepts such terms and conditions in writing.

3. CHANGE IN CONTROL

3.1 For the purposes of ensuring continuity of provision of Goods and Services, the Customer must give Argus not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, email, contact phone or fax number/s, or business practice).

3.2 If the Customer fails to comply with clause 3.1, and:

(a) Argus’ provision of Goods or Services is delayed or interrupted as a result, the Customer releases Argus from any and all liability arising from such delay or interruption; and

(b) Argus suffers damage or loss as a result, the Customer acknowledges and agrees it is liable and must pay Argus an amount equal to such damage or loss to the extent it arises directly from the Customer’s breach.

 

 

4. AUTHORISED REPRESENTATIVES

4.1 Unless otherwise limited as per clause 4.2 the Customer agrees that should the Customer introduce any third party to Argus as the Customer’s duly authorised representative, that once introduced that person shall have the full authority of the Customer to order any Goods or Services on the Customer’s behalf and/or to request any variation to the Services on the Customer’s behalf (such authority to continue until all requested Services have been completed or the Customer otherwise notifies Argus in writing that said person is no longer the Customer’s duly authorised representative).

4.2 In the event that the Customer’s duly authorised representative as per clause 4.1 is to have only limited authority to act on the Customer’s behalf then the Customer must specifically and clearly advise Argus in writing of the parameters of the limited authority granted to their representative.Argus Not a Common Carrier

5. ARGUS NOT A COMMON CARRIER

5.1 Argus is not a Common Carrier and will accept no liability as such.

5.2 All articles are carried or transported, and all storage and other services are performed, by Argus subject only to these conditions and Argus reserves the right to refuse the carriage or transport of articles for any person, corporation or body, and the carriage or transport of any class of articles.

6.PRICE AND PAYMENT

6.1 Unless otherwise agreed by the parties in writing, the Price will be:

(a) as indicated in Argus’ quotation to the Customer; or

(b) in the absence of a quotation, the Price as at the date of delivery of the Goods/Services according to Argus’ current price list.

6.2 Subject to clauses 6.3 and 6.4, Argus’ quoted price will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

6.3 Subject to clause 6.4, Argus reserves the right to change the Price:

(a) if a variation to the Goods which are to be supplied is requested by the Customer; or

(b) if a variation to the Services originally scheduled is requested by the Customer; or

(c) where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather conditions, limitations to accessing the site, availability of machinery, safety considerations, etc.) which are only discovered on commencement of the Services; or

(d) in the event of increases to Argus in the cost of labour, materials, and/or transport and disposal costs.

6.4 If the Agreement is a consumer contract or a small business contract.

(a) and the Customer requests a variation to the Goods or Services, Argus may give notice to the Customer that it intends to vary its Price to take account of the requested variation, in response to which the Customer may:
accept the varied Price; or reject the varied Price, in which case the Customer is deemed to have withdrawn its requested variation;

(b) and Argus proposes to vary its Price due to an increase in its cost of labour,r materials and/or transport and disposal costs, or due to discovery of hidden identifiable difficulties as set out in clause 6.3, Argue may give notice to the Customer that it intends to vary its Price to take account of such matters, in response to which the Customer may:

                            I.  accept the varied Price; or

                            II.  reject the varied Price, in which case Argus may withdraw its proposed variation to the Price, and if Argus does not withdraw its proposed variation to the Price, the Customer may terminate the Agreement.

6.5 The Customer acknowledges and agrees that:

(a) Latent Matters can cause delays in the cleaning process, as additional work may be required;

(b) Latent Matters can cause backflows or overflows during cleaning; and

(c) to the maximum extent permitted at law, Argus is not liable for any delays, or any damage or loss arising from any backflow or overflow, arising from or related to any Latent Matter, except to the extent the Customer is a consumer and Argus has not used due care and skill.

6.6 Argus may specify that a deposit is required, in which case the Customer must pay the deposit to Argue before Argus is required to supply Goods or Services.

6.7 Time for payment is of the essence.

6.8 Unless otherwise agreed by the parties in writing, the Customer must make payment to Argus:

(a) for approved Customers expressly and specifically approved by Argus, thirty (30) calendar days following the date specified on the invoice which is posted or emailed to the Customer’s address or address for notices;

(b) if specified by Argus prior to the making of an Agreement, on or before delivery of the Services as so specified;

(c) otherwise, by the date specified in Argus’ invoice or, in the absence of such date, fourteen (14) days following the date of Argus’ invoice to the Customer.

6.9 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (plus a surcharge of up to two and a half percent (2.5%) of the Price), or by any other method as agreed to between the Customer and Argus.

6.10 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to Argus an amount equal to any GST Argus must pay for any supply by Argus under this or any other agreement for providing Argus’ Goods/Services. The Customer must pay GST at the same time and on the same basis as the Customer pays the Price. In addition, the Customer 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.

7.Materials

7.1 Argus DOES NOT accept waste containing polychlorinated biphenyl (PCB). The Customer warrants nothing in the Materials contains PCB.

7.2 The Customer shall disclose the exact nature and composition of all Materials delivered to Argus for processing, or that are being collected by Argus, and shall provide Argus with all necessary information and documentation relating to the Materials, in addition to any documentation requested by Argus. The Customer warrants that this information shall be true and correct, and shall comply with all EPA and other regulatory requirements.

7.3 The Customer acknowledges that if, at the time of collecting/receiving the Materials, the Materials are not as was described by the Customer at the time of quotation, then Argus reserves the right to:

(a) refuse to collect/receive the Materials, or collect and receive the Materials and charge the Customer for any additional costs incurred by reason of the nature of the Materials; or

(b) if the Agreement is a consumer contract or a small business contract, to refuse to collect/receive the Materials, or to offer to collect/receive the Materials at a varied Price having regard to the nature of the Materials in which case the Customer may:

                              I.   accept the varied Price; or

                             II.  reject the varied Price, in which case Argus is under no obligation to collect/receive the Materials.

7.4 Where the Customer is delivering the Materials to Argus for any purpose, the Customer shall follow all EPA requirements in relation to the documentation, transportation, and handling of the Materials. While on Argus’ premises, the Customer shall follow all lawful and reasonable procedures and instructions given by Argus, and the Customer warrants that any employee of the Customer who delivers Materials to Argus’ premises has been suitably trained and is qualified to transport and handle the Materials.

7.5 Unless otherwise agreed by the parties in writing, Argus (and any person into whose custody Argus may release them) may, following collection or receipt, deal with the Materials as it sees fit, and to the maximum extent permitted at law the Customer acknowledges and agrees it has no claims against Argus in respect of such dealings with the Materials.

7.6 If the warranties given by the Customer under clauses 7.1 or 7.2 are untrue, or if the Customer breaches its obligations under clause 7.4, the Customer indemnifies Argus against all loss or damage that is incurred or suffered by Argus arising from the provision of such untrue warranties or such breaches.

8.DELIVERY OF GOODS/SERVICES

8.1 If the costs of delivering and/or transporting the Goods/Services are not included in the Price, and are payable in addition to the Price, Argus must make this known in its quotation or otherwise prior to making the Agreement.

8.2 If the costs of delivering and/or transporting the Goods/Services are not included in the Price, Argus may charge the transport of Materials by weight or measurement.Subject to clause 8.3, Argue may at any time re-weigh or re-measure, or require the Materials to be re-weighed or re-measured, and charge proportional costs accordingly.

8.3 If the Agreement is a consumer contract or a small business contract, and Argus proposes to change the costs of delivering and/or transporting the Goods/Services in accordance with clause 8.2, Argus must give notice of such proposed change to the Customer and in response the Customer may either:

(a) accept the change to the costs, and continue under the Agreement; or

(b) reject the change to the costs, in which case Argues is released from any obligation to deliver/transport the Goods/Services.

8.4 Argus will give the Customer reasonable notice of delivery, and the Customer shall make all arrangements necessary to take delivery of the Good/Services when tendered for delivery. If the Customer is unable to take delivery of the Goods/Services as arranged, and redelivery is necessary, then Argus shall be entitled to charge a reasonable fee for redelivery provided such fee is made known to the Customer at or prior to the time redelivery is arranged.

8.5 Delivery of the Goods/Services to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.

8.6 Any time specified by Argus for delivery of the Goods/Services is an estimate only, not a contractual commitment, and Argus will not be liable for any loss or damage incurred by the Customer or any thing party as a result of any failure to meet an estimated delivery date. However, both parties agree that they shall make every endeavour to enable the Goods/Services to be supplied at the time and place as was arranged between both parties. If Argus is unable to supply the Goods/Services as agreed solely due to any action or inaction of the Customer then Argus shall be entitled to charge a reasonable fee for re-supplying the Goods/Services at a later time and date provided such fee is disclosed to the Customer at or prior to the time re-supply is arranged..

9. RISK FOR GOODS

9.1 All risk for the Goods passes to the Customer on delivery.

9.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, Argus is entitled to receive all insurance proceeds payable for the Goods up to the value of the Price payable for the Goods by the Customer. To the maximum extent permitted by law, production of these Terms is sufficient evidence of Argus’ rights to receive the insurance proceeds without the need for any person dealing with Argus to make further enquiries.

10. TITLE OF GOODS

10.1 Argus and the Customer agree that where it is intended that the ownership of Goods is to pass to the Customer that such ownership shall not pass until the Customer has paid Argus all amounts owing for the Goods.;
(a)

10.2 Receipt by Argus 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 Argus’ ownership or rights in respect of the Goods shall continue.

10.3 It is further agreed, in accordance with clause 10.1, that:

(a) the Customer is only a bailee of the Goods and must return the Goods to Argus immediately upon request by Argus;

(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for Argus and must pay to Argus the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;

(c) the Customer must not sell, dispose, or otherwise part with possession of the Goods. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of sale of the Goods on trust for Argus and must pay or deliver the proceeds to Argus on demand.

(d) the Customer should not convert or process the Goods or intermix them with other goods, but if the Customer does so then the Customer holds the resulting product on trust for the benefit of Argus and must dispose of or return the resulting product to Argus as Argus so directs.

(e) the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Argus;

(f) the Customer irrevocably authorises Argus to enter any premises where Argus believes the Goods are kept and recover possession of the Goods.

11. PERSONAL PROPERTY SECURITIES ACT 2009

11.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

11.2 Upon assenting to these Terms, the Customer acknowledges and agrees that these Terms constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been supplied and that will be supplied in the future by Argus to the Customer.

11.3 The Customer 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 Argus 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 11.3(a)(i) or 11.3(a)(ii);

(b) indemnify, and upon demand reimburse, Argus 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 Goods charged thereby;

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

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

11.4 Argus and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

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

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

11.7 Unless otherwise agreed to in writing by Argus, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.

11.8 The Customer must unconditionally ratify any actions taken by Argus under clauses 11.3 to 11.5.

11.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

12. SECURITY AND CHARGE

12.1 This section 12 does not apply to any Agreement that is a consumer contract or a small business contract.

12.2 In consideration of Argus agreeing to supply Goods/Services, the Customer 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 Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

12.3 The Customer indemnifies Argus from and against all Argus’ costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Argus’ rights under this clause.

12.4 The Customer irrevocably appoints Argus and each director of Argus as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Customer’s behalf.

13. DEFECTS, WARRANTIES AND THE COMPETITION AND CONSUMER ACT 2010

13.1 The Customer must inspect Argus’ Goods/Services on completion of the Goods/Services and must within twenty-four (24) hours notify Argus in writing of any evident defect in the Goods or Services provided (including Argus’ workmanship) or of any other failure by Argus to comply with the description of, or quote for, the Goods/Services. The Customer must notify any other alleged defect in Argus’ Goods or Services as soon as is reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow Argus to review the Goods or Services that were provided.

13.2 Under applicable State, Territory and Commonwealth legislation (including, without limitation the ACL), certain statutory guarantees and warranties (including, without limitation the statutory guarantees in the ACL) may be implied into, or otherwise apply to, an Agreement (Non-Excluded Guarantees). Nothing in these Terms excludes, limits, modifies or restricts, or should be construed as excluding, limiting, modifying or restricting, the operation of such legislation or the Non-Excluded Guarantees.

13.3 Except as expressly set out in these Terms, Argus makes no warranties or representations as to the quality or suitability of the Services. Argus’ liability is limited to the fullest extent permitted by law.

13.4 If the Customer is a consumer, then to the maximum extent permitted at law Argus’ liability is limited to the extent permitted by section 64A of the ACL.

13.5 If Argus is required to rectify, re-supply, or pay the cost of re-supplying the Goods/Services under this clause or the ACL, but is unable to do so, then to the extent permitted by law Argus may refund any money the Customer has paid for the Goods/Services but only to the extent that such refund shall take into account the value of Services and Goods which have been provided to the Customer which were not defective.

13.6 If the Customer is not a consumer, then to the maximum extent permitted at law Argus’ liability for any defective Services or Goods is:

(a) limited to the value of any express warranty or warranty card provided to the Customer by Argus at Argus’ sole discretion;

(b) otherwise negated absolutely.

13.7 Subject to this clause 13, returns will only be accepted provided that:

(a) the Customer has complied with the provisions of clause 13.1; and

(b) Argus has agreed that the Goods are defective; and

(c) the Goods are returned within seven (7) days of Argus’ agreement that the Goods are defective; and

(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.

13.8 Notwithstanding clauses 13.1 to 13.7, but subject to the ACL, Argus shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

(a) the Customer failing to properly maintain or store any Goods;

(b) the Customer using the Goods for any purpose other than that for which they were designed;

(c) the Customer continuing to use any Incidental Item after any defect became apparent or should have become apparent to a reasonably prudent operator or user;

(d) interference with the Services by the Customer or any third party without Argus’ prior approval;

(e) the Customer failing to follow any instructions or guidelines provided by Argus; or

(f) fair wear and tear, any accident, or act of God.

13.9 Argus may in its discretion accept non-defective Goods for return, in which case Argus may require the Customer to pay handling fees of up to ten percent (10%) of the value of the returned Goods (which the Customer acknowledges is a genuine pre-estimate of Argus’ costs involved in receiving the Goods back, processing and re-stocking the Goods), plus any freight costs.

13.10 Notwithstanding anything contained in this clause if Argus is required by a law to accept a return then Argus will only accept a return on the conditions imposed by that law.

14. DEFAULT AND CONSEQUENCES OF DEFAULT

14.1 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.

14.2 If the Customer owes Argus any money the Customer shall indemnify Argus from and against all reasonable costs and disbursements reasonably incurred by Argus in recovering the debt (including but not limited to legal costs on a solicitor and own client basis).

14.3 Without prejudice to any other remedies it may have, a party (Non-Defaulting Party) may immediately suspend or terminate an Agreement if the other party (Defaulting Party) the Defaulting Party:

(a) commits a breach of these Terms, and fails to remedy such breach within 7 days of receipt of notice to do so from the Non-Defaulting Party; or

(b) subject to any applicable statutory stay of proceedings, the Defaulting Party 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

(c) subject to any applicable statutory stay of proceedings, a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Defaulting Party or any asset of the Defaulting Party.

15. CANCELLATION

15.1 Without prejudice to its other rights under these Terms, Argus may cancel an Agreement at any time upon provision of notice to the Customer, but upon doing so is liable to and must immediately refund to the Customer any monies paid by the Customer to Argus for any Goods or Services that have not been and will not be provided to the Customer.

15.2 WITHOUT PREJUDICE TO ITS OTHER RIGHTS UNDER THESE TERMS, THE CUSTOMER MAY CANCEL an Agreement at any time upon provision of notice to Argus, but upon doing so is liable to and must immediately pay to Argus an amount equal to its loss and damage arising from such cancellation (including, but not limited to, any loss of profits).

16. PRIVACY ACT 1988

16.1 The Customer agrees for Argus 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 Customer in relation to credit provided by Argus.

16.2 The Customer agrees that Argus may exchange information about the Customer with those credit providers and with related body corporates for the following purposes:

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

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

(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or

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

16.3 The Customer consents to Argus being given a consumer credit report to collect overdue payment on commercial credit.

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

(a) the provision of Goods/Services; and/or

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

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

(d) enabling the collection of amounts outstanding in relation to the Goods/Services.
16.5 Argus may give information about the Customer 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 Customer including credit history.

16.6 The information given to the CRB may include:

(a) personal information as outlined in 16.1 above;

(b) name of the credit provider and that Argus is a current credit provider to the Customer;

(c) whether the credit provider is a licensee;

(d) type of consumer credit;

(e) details concerning the Customer’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 Customer no longer has any overdue accounts and Argus has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);

(g) information that, in the opinion of Argus, the Customer has committed a serious credit infringement;

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

16.7 The Customer shall have the right to request (by e-mail) from Argus:

(a) a copy of the information about the Customer retained by Argus and the right to request that Argus correct any incorrect information; and

(b) that Argus does not disclose any personal information about the Customer for the purpose of direct marketing.

16.8 Argus will destroy personal information upon the Customer’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.

16.9 The Customer can make a privacy complaint by contacting Argus via e-mail. Argus 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 Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at www.oaic.gov.au.

17. GENERAL

17.1 The failure by either party to enforce any provision of these Terms 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 shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

17.2 These Terms and any Agreement to which they apply shall be governed by the laws of State of Victoria, Australia, from time to time. The parties submit to the non-exclusive jurisdiction of the courts of Victoria, the Federal Court of Australia, and courts entitled to hear appeals from those courts.

17.3 Except as otherwise expressly provided for in these Terms, and to the maximum extent permitted at law, neither party shall be liable to the other party for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the other party arising out of a breach of these Terms.

17.4 If the Customer disputes any part of an invoice, it must make payment in full and on time of such amount of the invoice as is not disputed, pending resolution of the dispute.

17.5 Neither party may license or sub-contract all or any part of its rights and obligations under an Agreement without the other party’s prior consent, which must not be unreasonably withheld.

17.6 Argus may amend these terms and conditions at any time, and any such change by giving notice to the Customer will apply to any orders placed and Agreements made after the date of notice.

17.7 Save that this clause does not operate to excuse the Customer from any obligation to pay money to Argue, neither party shall be liable for any default to the extent it is prevented from acting by reason of a Force Majeure Event, provided that the party seeking to rely on this clause:

(a) promptly notifies the other party of the existence and expected duration of the Force Majeure Event; and

(b) resumes performance as soon as practicable after the Force Majeure Event ceases.

17.8 Each party warrants that it has the power to enter into Agreements on these Terms and on such other or varied terms as the parties may expressly agree in writing, and that it has obtained all necessary authorisations to allow it to do so.