Current as of 28/01/2022
Please read these General Terms and Conditions carefully. These General Terms and Conditions form part of the contract between you and us and set out the general terms upon which we agree to provide services to you.
By submitting an Order, you are agreeing to be bound by the contract between us which is comprised of:
- these General Terms and Conditions;
- the relevant Service Terms and Conditions (if any) for the services that we agree to provide to you;
- our Privacy Policy;
- our Data Privacy Addendum; and
- your Order.
Unless otherwise agreed between the parties in writing or specified in the relevant Service Terms and Conditions, each Order shall create a distinct contract between us.
Any substantive terms and conditions contained in your purchase order, order confirmation, notice of receipt, vendor registration portal, or any other transactional document, form or notice provided by you shall be void and without effect, even where your customary business practices require us to show assent to such terms and conditions such as by signature or reference in an invoice.
1. Definitions
1.1 Except to the extent expressly provided otherwise, in the Contract Documents:
“Acceptable Use Policy” or “AUP” means our Acceptable Use Policy available at https://conetix.com.au/terms/acceptable-usage-policy/, as amended from time to time in accordance with Clause 25;
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Business Day” means any weekday other than a bank or public holiday in Brisbane, Queensland;
“Business Hours” means the hours of 09:00 to 17:00 AEST on a Business Day;
“Charges” means the following amounts:
(a) the amounts specified in the Order as amended from time to time in accordance with Clause 3.3; and
(b) such amounts as may be agreed by the parties in writing from time to time;
“Conetix”, “we”, “our”, or “us” means Conetix Pty Ltd ABN 47 126 365 268 of 142 Brisbane Street Ipswich Queensland;
“Conetix Confidential Information” means:
(a) any information disclosed by us or on our behalf to you at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that
at the time of disclosure was marked or described as “confidential” or should have been understood by you (acting reasonably) to be confidential; and
(b) the terms of the Contract;
“Confidential Information” means the Conetix Confidential Information and the Customer Confidential Information;
“Contract” means a contract between you and us made under these General Terms and Conditions;
“Contract Documents” means these General Terms and Conditions, any relevant Service Terms and Conditions, the Privacy Policy, the Data Privacy Addendum, the Order and any document expressly incorporated by reference into any of these documents;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);
“Customer”, “you” or “your” means the person or entity which has entered into a Contract for supply of services whether via our website or otherwise;
“Customer Confidential Information” means:
(a) any information disclosed by you or on your behalf to us at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by us (acting reasonably) to be confidential; and
(b) the terms of the Contract;
“Data Processing Addendum” means our Data Privacy Addendum located here, as amended from time to time in accordance with Clause 25;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, pandemics, riots, terrorist attacks and wars);
“GST” means:
(a) the same as in the GST Law;
(b) any other goods and services tax, or any tax applying to the Contract in a similar way; and
(c) any additional tax, penalty tax, fine, interest or other charge under a law of such a tax;
“GST Law” means the same as “GST law” in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights”
include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Order” means an online order form published by us and completed and submitted by you, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, or an email or other electronic exchange between you and us where you order services from us;
“Privacy Policy” means the Privacy Policy located at https://conetix.com.au/privacy-policy, as amended from time to time in accordance with Clause 25;
“Service Terms and Conditions” means any Service Terms and Conditions applicable to any service that we agree to provide to you pursuant to an Order, located at https://conetix.com.au/terms and as amended from time to time in accordance with Clause 25; “Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and
“Third Party Software” means software, widgets or other applications developed, owned or licensed by a third party.
2. Term
2.1 The Contract shall come into force upon us accepting an Order from you.
2.2 The Contract shall continue in force for the period specified in the Service Terms and Conditions or, if no period is so specified, the Contract shall continue in force indefinitely, in each case subject to termination in accordance with Clause 15.
3. Charges
3.1 You shall pay the Charges to us in accordance with the Contract.
3.2 All amounts stated in an Order or otherwise in relation to the Contract are, unless the context requires otherwise, stated exclusive of GST.
3.3 We may elect to vary any element of the Charges by giving you written notice of the variation. 3.4 For Clause 3.3, the period of notice required to be given depends on the nature of the variation, such that:
(a) if the variation will benefit you or have a neutral impact on you, we may make the variation effective immediately and without advance notice by posting a general notice on our website or by emailing you at the email address we hold on file for you for such notices;
(b) for any other variation, we will give you not less than 30 days’ written notice of the variation, expiring at the end of any calendar month.
3.5 Your continued use of the relevant services following such variation constitutes your acceptance of the variation. If you do not agree to the variation to the Charges you may terminate the Contract in accordance with Clause 15.7.
3.6 If you wish to dispute an invoice or Charge, then you agree to do so in good faith and within 30 days of the date of the invoice or the Charge.
4. Payments
4.1 We shall issue invoices for the Charges to you in accordance with the relevant Service Terms and Conditions and you must pay the Charges to us in accordance with the relevant Service Terms and Conditions.
4.2 For any other invoice issued by us to you, you must pay the invoice within 30 days of the invoice being issued to you.
4.3 You must pay the Charges by debit card, credit card, direct debit or bank transfer (using such payment details as are notified by us to you from time to time).
4.4 If you do not pay any amount properly due to us under the Contract, we may charge you interest on the overdue amount at the rate of 2% per annum above the Commonwealth Bank base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).
4.5 In the event any collection action is taken by us to recover any overdue amount, any costs incurred by us in recovering the debt (including, without limitation, any legal expenses (on a solicitor/client basis), collection agency charges or any other reasonable associated costs incurred) are payable by you and shall be recoverable by us as a separate debt.
4.6 Pre Payments or Credits are applied to your account and will be used for future services provided to you by Conetix. All pre payments and credits will remain on your account and will not be refunded or transfered to different client account.
5. Customer obligations
5.1 Save to the extent that the parties have agreed otherwise in writing, you must provide us with, or procure for us, such:
(a) co-operation, support and advice;
(b) information and documentation,
as are reasonably necessary to enable us to perform our obligations under the Contract.
5.2 You must provide us with, or procure for us, such access to your computer hardware, software, networks and systems as may be reasonably required by us for us to perform our obligations under the Contract.
6. No assignment of Intellectual Property Rights
6.1 Unless expressly provided otherwise, nothing in the Contract shall operate to assign or transfer any Intellectual Property Rights from us to you, or from you to us.
7. Confidentiality obligations
7.1 We must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without your prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these General Terms and Conditions;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as we use to protect our own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Customer Confidential Information; and
(e) not use any of the Customer Confidential Information for any purpose other than for the performance of our obligations and the exercise of our rights under the Contract.
7.2 You must:
(a) keep the Conetix Confidential Information strictly confidential;
(b) not disclose the Conetix Confidential Information to any person without our prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these General Terms and Conditions;
(c) use the same degree of care to protect the confidentiality of the Conetix Confidential Information as you use to protect your own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Conetix Confidential Information; and
(e) not use any of the Conetix Confidential Information for any purpose other than the performance of your obligations and exercise of your rights under the Contract.
7.3 Notwithstanding Clauses 7.1 and 7.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
7.4 No obligations are imposed by this Clause 7 with respect to a party’s Confidential Information if that Confidential Information:
(a) is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the other party; or
(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.
7.5 The restrictions in this Clause 7 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognized stock exchange.
7.6 Upon the termination of the Contract, each party must immediately cease to use the other party’s Confidential Information.
7.7 Following the termination of the Contract, and within 5 Business Days following the date of receipt of a written request from the other party, the relevant party must destroy or return to the other party (at the other party’s option) all media containing the other party’s Confidential Information, and must irrevocably delete the other party’s Confidential Information from its computer systems.
7.8 Clauses 7.6 and 7.7 apply only to the extent the relevant Confidential Information is not required to be used or retained (as the case may be) by the party for the purposes of fulfilling its obligations under any other Contract that remains on foot.
7.9 The provisions of this Clause 7 shall continue in force indefinitely following the termination of the Contract.
8. Security
8.1 You agree that you will not, and will not allow any other person to, violate or attempt to violate any aspect of the security of our systems or networks.
8.2 Examples of violations are:
(a) accessing data unlawfully or without consent;
(b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
(c) attempting to interfere with service to any user, host or network including, without limitation, via means of overloading, “flooding”, “mail bombing” or “crashing”;
(d) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting; and
(e) taking any action in order to obtain services to which you are not entitled.
8.3 Should we determine that our systems or networks have been accessed in an unauthorised manner, and that unauthorised access impacts any services to be provided to you, we agree to notify you as soon as reasonably practicable after we have investigated the unauthorised access and fulfilled our legal obligations.
8.4 Should you determine that any services provided to you have been accessed in an unauthorised manner, you agree to notify us as soon as reasonably practicable after becoming aware of the unauthorised access.
9. Privacy and Data Protection
9.1 Each party acknowledges and agrees to be bound by the Privacy Policy and, where applicable, the Data Privacy Addendum.
9.2 Where applicable under the data privacy laws of the European Union and its member states, we are the data controller for the personal data belonging to you and any named user of the services which is provided to or made available to us.
9.3 For all other personal data collected by you from your employees, customers or end users or otherwise stored, transferred or processed by any part of the services, we are the data processor.
9.4 Where we are the data processor, we will use such personal data only as instructed by you or required by law, and not for any other purpose.
10. Warranties
10.1 We shall provide the services with reasonable skill and care.
10.2 We warrant to you that:
(a) we have the legal right and authority to enter into the Contract and to perform our obligations under the Contract;
(b) we will comply with all applicable legal and regulatory requirements applying to the exercise of our rights and the fulfilment of our obligations under the Contract; and
(c) we have or have access to all necessary know-how, expertise and experience to perform our obligations under the Contract.
10.3 You warrant to us that:
(a) you have the legal right and authority to enter into the Contract and to perform your obligations under the Contract;
(b) you will comply with all applicable legal and regulatory requirements applying to the exercise of your rights and the fulfillment of your obligations under the Contract;
(c) you are purchasing the services as a business and not as a consumer;
(d) you have satisfied yourself that the services are suitable and satisfactory for your requirements;
(e) in entering into the Contract you have not relied on any representation or information from any source except the definition of the services and the Charges given on our website; and
(f) in entering into the Contract you have not relied on us as being “experts” in any area.
10.4 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in the Contract Documents. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
11. Indemnities
11.1 You shall indemnify us and shall keep us indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by us and arising directly or indirectly as a result of:
(a) any breach by you of the Contract;
(b) any failure by you to comply with any laws;
(c) any infringement by you of any Intellectual Property Rights of any third person;
(d) the posting by you of any content on your website;
(e) the posting by any third person whether with or without your knowledge of any content on your website;
(f) any action taken or omitted to be taken by any third person in relation to your website;
(g) your use or misuse of any Third Party Software.
12. Limitations and exclusions of liability
12.1 Nothing in the Contract will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
12.2 The limitations and exclusions of liability set out in this Clause 12 and elsewhere in the Contract:
(a) are subject to Clause 12.1; and
(b) govern all liabilities arising under the Contract or relating to the subject matter of the Contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Contract.
12.3 We shall not be liable to you in respect of any losses arising out:
(a) any malfunction in hardware provided by you;
(b) any firewall provision not specified in the services that we agree to provide to you;
(c) any malfunction in any software whether provided by you or by us;
(d) any aspect whatsoever of the content of your website;
(e) any action reasonably taken by us in implementing the AUP; or
(f) your use or misuse of any Third Party Software.
12.4 We shall not be liable to you in respect of any losses arising out of a Force Majeure Event, any loss of profits or anticipated savings, any loss of revenue or income, any loss of use or production, any loss of business, contracts or opportunities, or any special, indirect or consequential loss or damage.
12.5 We shall not be liable to you in respect of any loss or corruption of any data, database or software.
12.6 Our liability to you in respect of any event or series of related events shall not exceed the total amount paid and payable by you to us under the Contract in the 12 month period preceding the commencement of the event or events.
12.7 The aggregate liability of us to you shall not exceed the total amount paid and payable by you to us under the Contract.
13. Force Majeure Event
13.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
13.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
13.3 A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
14. Suspension
14.1 We may suspend the provision of any services to you:
(a) if any amount due to be paid by you to us under any Contract is overdue, and we have given you at least 7 days’ written notice, following the amount becoming overdue, of our intention to suspend the services on this basis;
(b) if you have breached any term of any Contract and we have given you at least 7 days’ written notice of our intention to suspend the services on this basis;
(c) without notice if in our absolute discretion we believe that you have violated the AUP;
(d) without notice if we reasonably believe that your use of the services may compromise or have an adverse effect on our systems or networks; or
(e) without notice if we reasonably believe the circumstances justify suspending the services in order to protect us or others or to comply with any law.
14.2 You will not be entitled to any refund in respect of any period during which the provision of services is suspended.
14.3 We will not be liable to you in respect of any losses arising out of the suspension of the provision of the services.
15. Termination
15.1 We may terminate the Contract by giving you not less than 30 days’ written notice of termination, expiring at the end of any calendar month.
15.2 You may terminate the Contract by providing us with written notice by email sent from your nominated email address for such purposes to our email address in Clause 18.2 (or as otherwise notified)
15.3 If you terminate the Contract in accordance with Clause 15.2, the termination will be effective on the last day of the calendar month that occurs following the date which is 30 days’ after you terminate the Contract in accordance with Clause 15.2.
15.4 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party commits any material breach of the Contract, and the breach is not remediable;
(b) the other party commits a material breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
(c) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
15.5 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
15.6 We may terminate the Contract immediately by giving written notice to you if:
(a) any amount due to be paid by you to us under any Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) we have given you at least 30 days’ written notice, following the failure to pay, of our intention to terminate the Contract in accordance with this Clause 15.6.
15.7 You may terminate the Contract by giving us not less than 30 days’ written notice of termination, expiring at the end of any calendar month if:
(a) we give you a notice under Clause 3.3 varying any element of the Charges (other than a notice referred to in Clause 3.4(a)); or
(b) we give you a notice under Clause 25.3 varying a Contract Document (other than a notice referred to in Clause 25.4(a)).
15.8 Any notice given under Clause 15.7 must be given within 14 days of your receipt of the notice of variation.
15.9 The rights of termination set out in the Contract shall not exclude any rights of termination available at law.
16. Effects of termination
16.1 Upon the termination of the Contract, all of the provisions of the Contract shall cease to have effect, save that:
(a) the following provisions of these General Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6, 7, 9, 11, 12, 16, 17, 18, 19, 21, 22, 23, 24, 26, 27 and 28; and
(b) Any provisions of the relevant Service Terms and Conditions that are expressed to survive termination shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely).
16.2 Except to the extent that the Contract expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.
16.3 Except to the extent that the Contract expressly provides otherwise, within 30 days following the termination of the Contract:
(a) you must pay to us any Charges in respect of services provided to you before the termination of the Contract; and
(b) if we terminated the Contract under Clause 15.1 or if you terminated the Contract under Clause 15.3, 15.4 or 15.5, we must refund to you any Charges paid by you to us in respect of services that were to be provided to you after the termination of the Contract,
without prejudice to the parties’ other legal rights.
17. Dispute resolution
17.1 If a dispute arises between the parties in relation to the Contract, the dispute must be dealt with in accordance with this clause.
17.2 Any party claiming that a dispute exists must notify the other party to the dispute (Second Party) in writing of the nature of the dispute.
17.3 If the dispute is not resolved by agreement within five working days of the Second Party receiving the notice referred to in Clause 17.2 above, either party may refer the matter to mediation conducted by a mediator agreed between the parties within a further five working days or failing agreement within that period, as appointed by the executive
director for the time being of the Australian Commercial Disputes Centre Limited. The costs of the mediator must be borne equally between the disputing parties. The chosen mediator must determine the procedures for the mediation. The chosen mediator will not have the power or authority to make any other determination in relation to the dispute.
17.4 If the parties have not mediated a resolution of the dispute within 20 working days of the selection of a mediator, neither party must be obliged to continue any attempt at mediation under this clause, and either party may then commence such legal proceedings as it thinks fit in relation to the dispute.
18. Notices
18.1 Any notice from one party to the other party under the Contract must be given by one of the following methods (using the relevant contact details set out in Clause 18.2 (for us) and nominated by you for this purpose (for you)):
(a) delivered by email, in which case the notice shall be deemed to be received upon delivery;
(b) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
(c) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,
providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
18.2 Our contact details for notices under this Clause 18 are as follows:
Conetix Pty Ltd
142 Brisbane Street
Ipswich QLD 4305
18.3 We may update our addressee and contact details set out in Clause 18.2 by giving you written notice of the update in accordance with this Clause 18.
18.4 You agree to notify us of any change to your contact details and may update your addressee and contact details by making the relevant changes to your contact details in the online account made available by us to you.
19. Publicity
19.1 The parties may disclose that they have entered into a business relationship and may include the name and logo of the other party in lists of their respective customers or vendors (as the case may be), subject to any provided usage guidelines with respect to a party’s trademarks and so long as neither party mischaracterizes the nature of the actual relationship between them.
20. Subcontracting
20.1 Subject to any express restrictions elsewhere in the Contract, we may subcontract any of our obligations under the Contract.
20.2 We shall remain responsible to you for the performance of any subcontracted obligations.
21. Assignment
21.1 You hereby agree that we may assign, transfer or otherwise deal with our contractual rights and obligations under the Contract.
21.2 You must not assign, transfer or otherwise deal with your contractual rights and/or obligations under the Contract without our prior written consent, such consent not to be unreasonably withheld or delayed.
22. No waivers
22.1 No breach of any provision of the Contract will be waived except with the express written consent of the party not in breach.
22.2 No waiver of any breach of any provision of the Contract shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Contract.
23. Severability
23.1 If a provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
23.2 If any unlawful and/or unenforceable provision of the Contract would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
24. Third party rights
24.1 The Contract is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.
24.2 The exercise of the parties’ rights under the Contract is not subject to the consent of any third party.
25. Variation
25.1 The Contract may not be varied except in accordance with this Clause 25.
25.2 The Contract may be varied by means of a written document signed by or on behalf of each party.
25.3 We may vary any Contract Document by giving you notice of the variation or posting new versions online.
25.4 For Clause 25.3, the period of notice required to be given depends on the nature of the variation, such that if:
(a) the variation will benefit you or have a neutral impact on you, we may make the variation effective immediately and without advance notice by posting a general notice on our website;
(b) the variation is required to comply with any law or requirement of any regulatory body, we will provide a reasonable period of notice by posting a general notice on our website;
(c) the variation is required to preserve or safeguard the security or integrity of any network or system we use to provide services to our customers or to maintain any accreditation we are required to have, we will make the variation effective immediately and will provide notice by posting a general notice on our website;
(d) the variation is a variation not listed in Clause 25.4(a), (b) or (c), we will give you at least 30 days’ written notice of the variation, expiring at the end of the calendar month.
25.5 Your continued use of the relevant services following any variation listed in Clause 25.3 constitutes your acceptance of the variation. If you do not agree to the terms of any variation, you may terminate the Contract in accordance with Clause 15.7.
26. Entire agreement
26.1 The Contract shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
26.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Contract.
26.3 The provisions of this Clause 26 are subject to Clause 12.1.
27. Law and jurisdiction
27.1 The Contract shall be governed by and construed in accordance with the law of Queensland.
27.2 Any disputes relating to the Contract shall be subject to the exclusive jurisdiction of the courts of Queensland.
28. Interpretation
28.1 This Clause 28 applies to each of the Contract Documents unless expressly provided otherwise.
28.2 In the Contract Documents, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
28.3 The Clause headings do not affect the interpretation of the Contract Documents.
28.4 References in the Contract Documents to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
28.5 In the Contract Documents, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.