Terms and Conditions

NOTE: YOUR USE OF OUR SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE BE AWARE OUR TERMS AND CONDITIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE AT OUR SOLE DISCRETION. WE WILL HOWEVER NOTIFY YOU ABOUT THE NEW AMENDMENTS OF OUR TERMS AND CONDITIONS BY WAY OF POSTING THEM TO THIS WEBSITE AT CleanAustraliaService.com.au. YOU SHOULD CHECK THIS PAGE FROM TIME TO TIME TO ENSURE THAT YOU ARE AWARE OF ANY CHANGES.

1. Definitions

1.1 “Seller” means Global Expert PTY LTD T/A Clean Australia Service, its successors and assigns or any person acting on behalf of and with the authority of Global Expert PTY LTD T/A Clean Australia Service.

1.2 “Client” means the person/s requesting the Seller to provide the Services as specified in any invoice, document or order, and if there is more than one person requesting the Services is a reference to each person jointly and severally.

1.3 “Services” means all Services provided by the Seller to the Client at the Client’s request from time to time, and includes any goods or materials supplied, consumed, created or deposited incidentally by the Seller in the course of it conducting, or providing to the Client, any Services (“Products”). Where the context so permits the terms ‘Services’ or ‘Products’ shall be interchangeable for the other.

1.4 “Price” means the price payable for the Services as agreed between the Seller and the Client in accordance with clause 6 of this contract.

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, or accepts provision of, any Services.

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

2.3 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.

2.4 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 the Seller to provide the Services at the owner’s site. The Client acknowledges and agrees that they shall:

(a) upon request from the Seller provide evidence that they have such consent; and

(b) be personally liable for full payment of the Price for all Services provided under this agreement and to indemnify the Seller against any claim made by the owner of the site (howsoever arising) in relation to the provision of any Services by the Seller, except where such claim has arisen because of the negligence of the Seller when providing the Services;

3. Contract Term

3.1 Where this agreement is for ongoing Services, the Contract Term, unless otherwise specified in writing by the Seller, shall be for a period of one (1) year and will automatically renew for a further term of one (1) year on each anniversary unless terminated by either party in accordance with clause 15.

3.2 The Client accepts and acknowledges that all fixed contracts are subject to annual price reviews aligned with Consumer Price Index (CPI) inflation increases.

4. Change in Control

4.1 The Client shall give the Seller 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, or business practice). The Client shall be liable for any loss incurred by the Seller as a result of the Client’s failure to comply with this clause.

5. Authorised Representatives

5.1 Unless otherwise limited as per clause 5.2, the Client agrees that should the Client introduce any third party to the Seller 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 the Seller in writing that said person is no longer the Client’s duly authorised representative).

5.2 In the event that the Client’s duly authorised representative (as per clause 5.1) is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise the Seller in writing of the parameters of the limited authority granted to their representative.

5.3 The Client specifically acknowledges and accepts that they will be solely liable to the Seller for all additional costs incurred by the Seller (including the Seller’s profit margin) in providing any Services, or variation/s thereto, requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 5.2 (if any)).

6. Price and Payment

6.1 At the Seller’s sole discretion, the Price shall be either:

(a) as indicated on any invoice provided by the Seller to the Client; or

(b) the Price as at the date of provision of the Services according to the Seller’s current price list; or

(c) the Seller’s quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days. Unless specified by the Seller in writing, the quotation is:

(i) inclusive of a single service only and any additional services shall be treated as a separate contract or a variation to the Price.

(ii) based on the cleanliness of the site at the time of inspection by the Seller for quotation purposes. Any variation to the site in this state will be treated as a variation to the Price

6.2 The Seller reserves the right to change the Price:

(a) if a variation to the Seller’s quotation is requested.

(b) in the event the site is not as stated by the Client, or the Seller suffers interruptions from any third party occupying the site which causes delays.

(c) as a result of increases to the Seller in the cost of labour and/or materials (including where clause 3 applies), which are beyond the control of the Seller.

6.3 At the Seller’s sole discretion, a non-refundable deposit may be required.

6.4 Time for payment for the Services being of the essence, the Price will be payable by the Client on the date/s determined by the Seller, which may be:

(a) prior to provision of the Services;

(b) on completion of the Services;

(c) by way of instalments/progress payments in accordance with the Seller’s payment schedule;

(d) due thirty (30) days following the end of the month in which a statement is posted to the Client’s address or address for notices;

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

(f) failing any notice to the contrary, the date which is thirty (30) days following the date of any invoice given to the Client by the Seller.

6.5 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 Client and the Seller.

6.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to the Seller an amount equal to any GST the Seller must pay for any provision of Services by the Seller under this or any other contract. The Client must pay GST, without deduction or set off 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.

6.7 Receipt by the Seller 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 the Seller’s ownership or rights in respect of the Services, and this contract, shall continue.

7. Provision of the Services

7.1 The Services shall be provided within the Seller’s normal trading hours. Where the Client requests the Seller to provide Services outside of these hours the Client shall be charged in accordance with the Seller’s current overtime labour rates.

7.2 It shall be the Client’s responsibility to ensure any requested commencement / completion date is realistic and truthful for the Seller to provide the Services by the requested deadline. The Seller shall not be liable for any loss suffered by the Client where any requested date/s is inaccurate, unattainable, or unreasonable.

7.3 The Seller may provide the Services by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

7.4 Any time specified by the Seller for provision of the Services is an estimate only and the Seller will not be liable for any loss or damage incurred by the Client because 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 the Seller is unable to provide the Services as agreed solely due to any action or inaction of the Client then the Seller shall be entitled to charge a reasonable fee for re-providing the Services at a later time and date.

7.5 The Seller shall not be responsible for the disposal of health risk items, however, the removal of these sanitary items by the Seller may (at the sole discretion of the Seller) be charged to the Client in addition to the Price.

8. Risk

8.1 If the Seller retains ownership of the Products under clause 10.1 then:

(a) where the Seller is supplying Products only, all risk for the Products shall immediately pass to the Client on delivery and the Client must insure the Products on or before delivery. At the Seller’s sole discretion, the costs of delivery shall either be included in, or in addition to, the Price. If any of the Products are damaged or destroyed following delivery, but prior to ownership passing to the Client, the Seller is entitled to receive all insurance proceeds payable for the Products. The production of these terms and conditions by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries. If the Client requests the Seller to leave Products outside the Seller’s premises for collection, or to deliver the Products to an unattended location, then such Products shall be left at the Client’s sole risk. Delivery of the Products shall be deemed to have taken place immediately at the time that either:

(i) the Client or the Client’s nominated carrier takes possession of the Products at the Seller’s address; or

(ii) the Products are delivered by the Seller (or the Seller’s nominated carrier) to the Client’s nominated delivery address (even if the Client is not present at the address).

(b) upon completion of the Services, all risk for the Products shall immediately pass to the Client.

8.2 The Seller shall not be liable for any existing defects revealed by the Seller during the provision of the Services. Any existing defects revealed shall be reported to the Client by the Seller on completion of the Services.

8.3 The Seller shall not be held responsible for any damage to the site caused by any third party (including, but not limited to, pets or tradesmen).

9. Client’s Responsibilities

9.1 The Client shall ensure that the Seller has clear and free access to the site at all times to enable them to provide the Services. The Seller shall not be liable for any loss or damage to the site, unless due to the negligence of the Seller. In the event provision of the Services are delayed due to inadequate access, then the Seller reserves the right to charge the normal rate per hour, in addition to the Price until the Seller can access the site.

9.2 The Client acknowledges and agrees that it is their responsibility to provide the Seller with an adequate free source of water and power at all times to enable the Seller to provide the Services. In the event the Services are delayed due to inadequate supply of the same, then the Seller reserves the right to charge the normal rate per hour, in addition to the Price, until the Seller can commence the Services.

9.3 It shall be the Client’s responsibility to ensure that the site is reasonably ready for the Seller to commence the Services, with minimal tradespersons and works in progress.

9.4 It shall be the responsibility of the Client to fulfil any special conditions / requirements that may affect the Seller providing the Services at the site (including, but not limited to, health and safety equipment and/or work site inductions).

10. Title

10.1 The Client acknowledges and agrees that the Client’s obligations to the Seller for the provision of Services shall not cease (and ownership of Products shall not pass) until:

(a) the Client has paid the Seller all amounts owing to the Seller; and

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

10.2 It is further agreed that, until ownership of the Products passes to the Client in accordance with clause 10.1:

(a) the Client is only a bailee of the Products and unless the Products have become fixtures must return the Products to the Seller on request.

(b) the Client holds the benefit of the Client’s insurance of the Products on trust for the Seller and must pay to the Seller the proceeds of any insurance in the event of the Products being lost, damaged or destroyed.

(c) the production of these terms and conditions by the Seller shall be sufficient evidence of the Seller’s rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with the Seller to make further enquiries.

(d) the Client must not sell, dispose, or otherwise part with possession of the Products other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Products then the Client must hold the proceeds of any such act on trust for the Seller and must pay or deliver the proceeds to the Seller on demand.

(e) the Client should not convert or process the Products or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of the Seller and must sell, dispose of or return the resulting product to the Seller as it so directs.

(f) unless the Products have become fixtures the Client irrevocably authorises the Seller to enter any premises where the Seller believes the Products are kept and recover possession of the Products.

(g) the Seller may recover possession of any Products in transit whether or not delivery has occurred.

(h) the Client shall not charge or grant an encumbrance over the Products nor grant nor otherwise give away any interest in the Products while they remain the property of the Seller.

(i) the Seller may commence proceedings to recover the Price notwithstanding that ownership of the Products has not passed to the Client.

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

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 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 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 the Seller for Services – that have previously been provided and that will be provided in the future by the Seller to the Client.

11.3 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 the Seller 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 11.2(a)(i) or 11.2(a)(ii);

(b) indemnify, and upon demand reimburse, the Seller 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 the Seller;

(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 the Seller.

11.4 The Seller 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.

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

11.6 The Client 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 the Seller, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.

11.8 The Client must unconditionally ratify any actions taken by the Seller under clauses 11.2 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. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)

12.1 The Client must inspect all Services on completion (or Products on delivery) and must within seven (7) days of such time notify the Seller in writing of any evident defect/damage, error or omission, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Services as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow the Seller to inspect/review the Services 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 The Seller 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, the Seller makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Services. The Seller’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, the Seller’s liability is limited to the extent permitted by section 64A of Schedule 2.

12.6 If the Seller 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 the Seller may refund any money the Client has paid for the Service 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.

12.7 If the Client is not a consumer within the meaning of the CCA, the Seller’s liability for any defect or damage in the Services is:

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

(b) limited to any warranty to which the Seller is entitled, if the Seller did not manufacture the Products;

(c) otherwise negated absolutely.

12.8 Subject to this clause 12, returns will only be accepted provided that:

(a) the Client has complied with the provisions of clause 12.1; and

(b) the Seller has agreed that the Products are defective; and

(c) the Products are returned within a reasonable time at the Client’s cost (if that cost is not significant); and

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

12.9 Notwithstanding clauses 12.1 to 12.8 but subject to the CCA, the Seller 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 Client failing to provide proper maintenance of the Services;

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

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

(d) interference with the Services by the Client or any third party without the Seller’s prior approval;

(e) the Client failing to follow any instructions or guidelines provided by the Seller;

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

12.10 The Seller may, in its absolute discretion, accept non-defective Products for return, in which case the Seller may require the Client to pay handling fees of up to twenty percent (20%) of the value of the returned Products, plus any freight costs.

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

13. Intellectual Property

13.1 If during the course of providing the Services, the Seller designs, develops, discovers, creates or supplies the Client with any Products, information, ideas, documentation (including designs, plans, reports, proposals, programs, strategies, specifications and other materials and aids, etc.), new concepts, products or processes (“Intellectual Property”) which are capable of being patented, then copyright in that Intellectual Property shall remain the property of the Seller, and the Client must not reproduce, copy or use it in any manner without the prior written permission of the Seller.

13.2 The Client warrants that all designs, specifications or instructions given to the Seller will not cause the Seller to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify the Seller against any action taken by a third party against the Seller in respect of any such infringement.

13.3 The Client agrees that the Seller may (at no cost) use for the purposes of marketing or entry into any competition, any Intellectual Property created for the Client, or digital media of the Services provided by the Seller to the Client.

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 (and at the Seller’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

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

14.3 Further to any other rights or remedies the Seller may have under this contract, if the Client has made payment to the Seller 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 the Seller under this clause 14 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.

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

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

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

(b) 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

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

15. Cancellation

15.1 The Seller may cancel any contract to which these terms and conditions apply or cancel provision of the Services at any time before the Services have commenced (or the Products are delivered) by giving written notice to the Client. On giving such notice the Seller shall repay to the Client any money paid by the Client for the Services. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.

15.2 In the event that the Client cancels the provision of the Services by the Seller, the Client shall be liable for any loss incurred by the Seller (including, but not limited to, any amounts owing for Services already provided, and any loss of profits) up to the time of cancellation. Where notification by the Client of such cancellation is provided to the Seller less than twenty-four (24) hours prior to scheduled provision of the Services, a cancellation fee of fifty percent (50%) of the Price may be applicable (at the sole discretion of the Seller).

16. Privacy Act 1988

16.1 The Client agrees for the Seller 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 the Seller.

16.2 The Client agrees that the Seller 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.

16.3 The Client consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit.

16.4 The Client agrees that personal credit information provided may be used and retained by the Seller 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.

16.5 The Seller 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.

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 the Seller 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 the Seller has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);

(g) information that, in the opinion of the Seller, 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).

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

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

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

16.8 The Seller 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.

16.9 The Client can make a privacy complaint by contacting the Seller via e-mail. The Seller 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.

17. General

17.1 The failure by the Seller to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Seller’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.

17.2 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 the Seller has its principal place of business, and are subject to the jurisdiction of the courts in that state.

17.3 Subject to clause 12, the Seller 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 the Seller of these terms and conditions (alternatively the Seller’s liability shall be limited to damages which under no circumstances shall exceed the Price).

17.4 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 the Seller nor to withhold payment of any invoice because part of that invoice is in dispute, this includes cases of suspected theft or other loss (including vandalism), which the Client must notify to the Seller promptly and the Seller shall provide their full cooperation to the resolution of any such claim.

17.5 The Seller may license or sub-contract all or any part of its rights and obligations without the Client’s consent.

17.6 The Client agrees that the Seller may amend these terms and conditions at any time. If the Seller makes a change to these terms and conditions, then that change will take effect from the date on which the Seller notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for the Seller to provide Services to the Client.

17.7 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.

17.8 The Client warrants that it has the power to enter into this contract and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this contract creates binding and valid legal obligations on it.