Consultancy Terms

1. General

1. Keyword Intent Pty Ltd ACN 138 544 555 trading as Way We Do (we/us/our) operate the Platform as well as providing the Software Services, Templates and Consulting Packages.
2. We agreed to grant you Access to the Platform and to provide the Software Services and Templates on the terms set out in our Supply Agreement with you (Supply Terms).
3. You have requested that we provide you with Consultancy Services to help you get the most out of the Platform and the Templates. These standard terms (the Consultancy Terms) set out our offer of services to you and, together with the Supply Terms and our Proposal, form the basis of our agreement with you (collectively, the Agreement).

2. Proposal

1. The parties acknowledge that if there is a Proposal it will also form part of this Agreement.
2. If there is an inconsistency between one or more of the documents which constitute this Agreement, the order of precedence will be:
   (i) the Proposal;
   (ii) this document; and
   (iii) any other document or information expressly incorporated by reference either in the Proposal or in this document.

3. Acceptance

You accept the Consultancy Terms when you:

1. confirm your acceptance of our Proposal (electronically or in writing); or
2. continue to request (either orally or in writing) that we perform the Consultancy Services, whether or not you confirm acceptance.

4.3 Force Majeure

1. We are not required to provide the Consultancy Services to you during any Force Majeure Event or for the duration of the Force Majeure Event.
2. The Term of your Consulting Package will be extended by the duration of any Force Majeure Event.

​4.4 Your responsibilities

1. To enable us to properly perform the Consultancy Services in accordance with this Agreement, you must promptly provide us with all reasonable:
   (i) information, assistance, data, resources, records or materials; and
   (ii) access to Personnel within your organisation that we need to interact with.
2. You acknowledge that our Proposal assumes that:
   (i) the information you provide to us will be accurate, complete and not misleading; and
   (ii) you will comply with your obligations under (a).

​4.5 Contract Administrator

You must assign a contract administrator to manage your receipt of the Consultancy Services and ongoing dealings with us. You must ensure that the contract administrator has your authority to make decisions regarding the Consultancy Services and this Agreement on your behalf.

4.6 Insurance

We must maintain Global Professional Liability and Product and Public Liability insurance for an amount not less than $20 million and provide a certificate of currency for such policies to you upon request.

5.2 Delivery Schedule Modifications by You

1. You acknowledge and agree that:
   (i) once the Delivery Schedule has been finalised we cannot guarantee any change of date or time requests, as such requests are subject to the availability of our Process Analysts
   (ii) Sessions may not be rescheduled to another calendar month.
2. Provided you make a rescheduling or cancellation request at least 7 days before the time the relevant Session is to commence, then:
   (i) the Session will be honoured and rescheduled to another time and date provided that the rescheduled Session occurs within the same calendar month; and
   (ii) if necessary, the Term will be extended by the minimum amount of time necessary to enable the rescheduled Session to occur.
3. If a rescheduling or cancellation request is made outside the time frames in sub-clause (b) or is not made at all, your Session may be forfeited and we reserve the right not to provide any additional Sessions to your Consulting Package.
4. You may make a rescheduling or cancellation request by using our online calendar booking system https://www.waywedo.com/training or by emailing your designated Process Analyst directly.

5.3 Delivery Schedule Modifications by Us

1. If your designated Process Analyst is not available to deliver a scheduled Session for any reason, we will arrange for the Session to be delivered by an alternative Process Analyst.
2. In the event we are unable to make the arrangements contemplated in sub-clause (a), we will:
   (i) promptly notify you of the need to reschedule your Session;
   (ii) use our best endeavours to reschedule your Session to a new mutually convenient time; and
   (iii) extend the Term of your Consulting Package accordingly.
3. You acknowledge and agree that we will not be liable for any changes to the Delivery Schedule as contemplated in this clause 5.3 or the impacts that may be caused by the delay in our provision of the Consultancy Services.

6. Engagement of third parties

6.1 We may engage third parties

We may in our sole discretion subcontract any part of our Consultancy Services to a third party without notice to you and without your consent.

6.2 Our engagement of third parties

We will use our best endeavours to ensure that third parties that we engage in the performance of the Consultancy Services:

1. are competent and professional;
2. are bound by the intellectual property and confidentiality provisions of this Agreement or otherwise to provisions equivalent in effect;
3. have the qualifications and experience necessary to ensure full and proper performance of the duties allocated to them; and
4. do not breach or cause us to breach any of our obligations under this Agreement.

7. Third party software

1. As part of our Consultancy Services we may recommend, install, implement , train and support third party software solutions (Software).
2. You acknowledge and agree that:
   (i) you have had an opportunity to obtain, read and understand the license terms and conditions relating to your use of any such Software (Software License);
   (ii) you are solely responsible for: (A) your compliance with the Software License; and (B) all fees and costs relating to your access and use of the Software, and
   (iii) we will not be responsible for any Loss that you suffer as a consequence of interruptions or malfunctions with the Software.

8. Video Recordings​

1. You acknowledge and agree that any and all Sessions may be recorded by us for quality assurance and coaching purposes (Recordings).
2. You must obtain appropriate consents from all of your Personnel who will or may be recorded during our Sessions.
3. We may provide you with copies of the Recordings upon request, provided you comply with your obligations under clause 13.

9. Documentation Review Process

1. As part of our Consultancy Services, we may assist you to:
   (i) modify the Templates you have purchased to meet your specific needs;
   (ii) create your own templates or documents; and/or
   (iii) modify your pre-existing Content Data which has been migrated into the Platform in accordance with the Supply Terms.
2. Any documentation created or modified in accordance with sub-clause (a) will be uploaded into your Way We Do Account in draft form.
3. Following our uploading of documentation under sub-clause (b), you may:
   (i) review the draft documents and make any further changes you require; and/or
   (ii) change the status of the document from ‘Draft’ to ‘Pending Review’ or ‘Published’.
4. You acknowledge and agree that where you have changed the status of a document from ‘Draft’ in accordance with sub-clause (c)(ii), you thereby accept the draft document as provided to you under sub-clause (b).

10. Disclaimer

1. You acknowledge and agree that:
   (i) the Consultancy Services constitute general advices, support and guidance on process and procedure improvement and management only; and
   (ii) any information about, creation of or amendment to a process or document is solely intended to assist you in improving the effectiveness and efficiency of your business’s standard operating practices and procedures, and the Consultancy Services are in no way to be construed as legal, financial or some form of risk or regulatory compliance advice, and you are responsible for undertaking your own investigations and enquiries as to the appropriateness of any documentation or processes implemented under this Agreement in the context of your industry standards and applicable Laws.

11. Fees, charges and payments

11.1 Consultancy Fees

As consideration for our delivery of the Consultancy Services, you agree to pay us the Consultancy Fees in the amount and manner as specified in our Proposal.

11.2 Initial deposit

We may require you to make payment of an initial deposit, in accordance with our Proposal, before we commence the provision of our Consultancy Services. The initial deposit will be applied by us to Consultancy Services rendered, following the issue of our invoice/s to you.

11.3 Expenses

You must pay any costs and reasonable out-of-pocket expenses incurred by us which are necessary to provide our Consultancy Services (Expenses) as set out in our Proposal or otherwise notified to you in writing and approved.

11.4 Invoicing

We will invoice you for the Consultancy Fees and Expenses in accordance with our Proposal or where unspecified, on the monthly anniversary of the Commencement Date during the Term.

11.5 Payment

1. You must pay us all amounts outlined in our invoice within 7 days of receipt (unless expressly stated otherwise in the invoice itself), without set-off, counter-claim, holding or deduction.
2. Subject to clause 11.6, if you fail to pay any of our fees in accordance with sub-clause (a), we may charge you: (i) for all costs and expenses incurred by us in recovering our outstanding fees from you; and (ii) compound interest at a rate of 10% per annum on the overdue amount which will begin accruing on the first day that payment is overdue.

​11.6 Disputed fee​

1. If you dispute the whole or any portion of the amount claimed in an invoice, you must pay the portion of the invoice which is not in dispute (in accordance with clause 11.5) and provide notice to us within 7 days of receipt of the invoice your reasons for dispute (Invoice Notice).
2. Upon receipt of your Invoice Notice, we will within a reasonable time provide you with evidence substantiating the Consultancy Fees and Expenses and addressing your reasons of dispute.
3. If the dispute cannot be resolved within 7 days of our substantiation under sub-clause 11.5(b), the dispute must be referred to the dispute resolution procedure in clause 14.

11.7 GST

1. Unless otherwise expressly stated in our Proposal or these Consultancy Terms, all amounts payable to us under this Agreement are exclusive of GST.
2. If GST is imposed on any supply made under or in accordance with this engagement and GST has not been accounted for in determining the consideration payable for the supply, then we may recover from you an amount on account of GST. That amount is equal to the value of the supply calculated in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth) multiplied by the prevailing GST rate.

12. Intellectual property rights

12.1 General

1. Each party retains all right, title and interest in and to its pre-existing Intellectual Property Rights.
2. Subject to sub-clause (c), we own all Intellectual Property Rights in the Platform, the Templates and any documents produced by us during the provision of the Consultancy Services (Created Documents) and nothing in this Agreement affects the Moral Rights in them.
3. You own all Intellectual Property Rights in:
   (i) any Created Documents that in our reasonable opinion you have had a material and substantial input in creating, where we have agreed in writing (Your Created Documents); and
   (ii) any variations, additions and alterations you make to the Templates you have purchased from us (Your Improved Templates), and nothing in these Consultancy Terms allows us to provide Your Created Documents or Your Improved Templates to any third parties.
4. For the avoidance of doubt, nothing in these Consultancy Terms prohibits us from using our Intellectual Property Rights to provide the Consultancy Services and Templates to third parties, even if they are the same or substantially the same as those provided to you.

12.2 Licence

1. We grant you a non-exclusive, world-wide, royalty free licence to use the Created Documents:
   (i) within your business for internal operational purposes only; and
   (ii) in a manner otherwise consistent with the provisions of this Agreement.

13. Confidentiality, privacy and data security

13.1 Recipient must keep Confidential Information confidential

Each party must:

1. keep confidential all Confidential Information;
2. only use Confidential Information for the purpose of providing or receiving (as the case may be) the Consultancy Services; and
3. procure that its employees and contractors comply with sub-clauses (a) and (b).

13.2 Disclosure exceptions

The obligations in clause 13.1 do not apply:

1. to the extent necessary to enable a party to make any disclosure required by law;
2. to the extent necessary to enable a party to perform its obligations under this Agreement;
3. where disclosure is required for any quality assurance or insurance purposes;
4. to the extent necessary to receive professional (legal or financial) advice;
5. to any disclosure agreed in writing between the parties; or
6. in respect of any portion of the Confidential Information which has entered the public domain other than as a result of a breach of this Agreement.

13.3 Use of client’s details

You agree that we may publish your branding on our website or other advertising medium representing you as our client for the purposes of advancing our own publicity, provided we comply with the confidentiality obligations contained in clauses 13.1 and 13.2.

13.4 Privacy

We will:

1. comply with the Privacy Act 1988 (Cth) and any other applicable privacy laws; and
2. not do any act, engage in any practice, or omit to do any act or engage in any practice that would cause you to breach any Australian privacy law.

​13.5 Use of Company Data​

You grant us a licence to use the Company Data for the purpose of us providing the Consultancy Services under this Agreement, including the right to use, reproduce, modify and create derivative works of the Company Data for that purpose.

13.6 Data security requirements:​

If we deal with any of your Company Data, we must:

1. comply with those policies relating to data security you have provided to us along with any reasonable requirements you make from time to time;
2. treat your Company Data as Confidential Information;
3. take reasonable steps to restore any Company Data that is lost, destroyed, corrupted or altered by us in connection with the provision of the Consultancy Services;
4. comply with any reasonable direction from you with respect to remedying or addressing any loss or unauthorised use or access to your Company Data;
5. inform and co-operate with you in the event of any risk regarding the security of your Company Data; and
6. comply with any additional data security requirements set out in the Proposal.

13.7 Restrictions

Each party undertakes to one another to not during this Agreement or for a period of 12 months after it is terminated or expires:

1. solicit, canvass, induce or encourage any person who was at any time during the term of this Agreement an employee, a director, employee or agent of the other party to leave the other party’s employment or agency; or
2. do anything that would or would be likely to interfere with the relationship between the other party’s clients, customers, employees, partners or suppliers.

14. Disputes​

1. If a dispute (Dispute) arises between the parties to this Agreement which they cannot resolve, then the party claiming that a Dispute has arisen must deliver to the other parties a notice containing particulars of the Dispute (Dispute Notice).
2. During the period of 10 business days after delivery of the Dispute Notice, or any longer period agreed in writing by the parties to the Dispute (Initial Period), the parties must meet in good faith in an attempt to resolve the Dispute.
3. If the parties cannot resolve the Dispute within the Initial Period then unless they all agree otherwise, they must appoint a mediator to mediate the Dispute in accordance with the rules of the Resolution Institute. The parties must participate in the mediation in good faith.
4. The mediator must be agreed on by the parties within 10 business days after the Dispute Notice is given to the parties and if they cannot agree within that time the mediator will be nominated by the president of the Resolution Institute.
5. The mediation concludes when: (i) all the parties agree in writing on a resolution of the Dispute; or (ii) a party, not earlier than 20 business days after appointment of the mediator, has given 5 business days’ notice to the other parties and to the mediator, terminating the mediation, and that 5 business days has expired without all the parties agreeing in writing on a resolution of the issue.

15. Limitation of liability

1. Unless otherwise required by law, our liability for damages arising from any breach of this Agreement or any issue with the Consultancy Services we have provided in relation to it, in contract, tort or equity are limited to the amount that you have paid to us under this Agreement.
2. To the maximum extent permitted by law, we will not be liable or responsible for any Consequential Loss incurred by you or any other person whether directly or indirectly related to our engagement under this Agreement.
3. We will not be liable for any part of our Consultancy Services that are conditional upon Assumptions where further information or events result in those Assumptions being incorrect.

16. Indemnity

16.1 Indemnity

You agree to indemnify us and keep us indemnified against any Loss that may be incurred by us arising from or in connection with:

1. any breach or default by you of this Agreement;
2. a negligent act or omission by you or by a party you are responsible for;
3. your failure to comply with any law;
4. any Claim made against us or by any third party in connection with the information or documents that you have provided to us; or
5. the failure of a party you are responsible for in complying with any law or the stipulations of this Agreement.

16.2 Limitation​

To the extent that any Claim or Loss occurs as a result of any negligent act or omission caused by us, or our failure to comply with material obligations of this Agreement, your liability under clause 16.1 will be proportionately reduced.

17. Term and termination

17.1 Duration of Agreement

This Agreement commences on the Acceptance Date and continues until:

1. the Consulting Package has been used in full, or expires as set out in clause 4.2;
2. the Agreement is terminated in accordance with clause 17.2; or
3. we have terminated your Access to the Platform under the Supply Terms.

17.2 Termination for breach​

1. If either party breaches any of these Consultancy Terms and such a breach is capable of rectification, the other party must give the defaulting party written notice requesting that the breach be rectified within 5 business days (Breach Notice).
2. If a breach has not been rectified within 5 business days of the giving of a Breach Notice, the party giving the Breach Notice may terminate this Agreement immediately by notice in writing to the other.
3. If any party breaches a material term and the breach is not capable of rectification, the other party may terminate this engagement immediately by notice in writing to the party in breach.

17.3 Consequences of termination

1. Following termination you must: (i) promptly pay all Expenses that have been incurred by us to date in accordance with clause 11.3 and all outstanding Consultancy Fees in accordance with clause 11.5 that are not subject to dispute under clause 11.6; and (ii) return or delete all of our Confidential Information that has been provided to you during the provision of our Consultancy Services.
2. Following termination we must:
   (i) refund you the balance of any money that you have paid in advance, once we have set-off all of our outstanding Consultancy Fees and Expenses; and
   (ii) return or delete all of your Confidential Information that has been provided during the provision of our Consultancy Services, except for one copy where required for quality assurance or insurance purposes.

18. Notices

Any notice given under or in connection with this engagement:

1. must be in legible writing and in English;
2. must be addressed to a party’s contact address as shown on the Proposal or as otherwise notified by a party to the other party from time to time;
3. must be:
   (i) delivered to that party’s address;
   (ii) sent by pre-paid mail to that party’s address; or
   (iii) sent by email to that party’s email address; and
4. will be deemed to be received by the addressee:
   (i) if delivered by hand, at the time of delivery;
   (ii) if sent by post, on the third business day after the day on which it is posted, the first business day being the day of posting; or
   (iii) if sent by email, at the time that would be the time of receipt under the Electronic Transactions Act 1999 (Cth).

19. General matters

19.1 Essential terms

(a) Clauses 3, 5, 9, 11, 12 and 13 are essential terms of this Agreement.

19.2 Amendments

Subject to the Provisions of this Agreement, this Agreement may only be varied by a further written agreement accepted by or on behalf of each of the parties.

19.3 Assignment

1. We may, upon Notice in writing to you, assign or otherwise transfer the benefit of all or any part of this Agreement to any other person or entity.
2. Neither any rights, benefits or liabilities relating to this Agreement may be assigned by you without our prior consent, which will not be unreasonably withheld.

19.4 Consents

Unless this Agreement expressly states otherwise, a party may in its absolute discretion, give conditionally or unconditionally or withhold, any consent under this Agreement. To be effective any consent under this Agreement must be in writing.

19.5 Costs

Each party will pay their respective costs and expenses of in connection with the negotiation, preparation, execution, and performance of this Agreement.

19.6 Entire Agreement

This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect. You warrant that you have not relied on any representation made by us which has not been stated expressly in this Agreement.

19.7 Further acts

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement.

19.8 Jurisdiction

This Agreement is governed by the law in force in the State of Queensland Australia and each party submits to the non-exclusive jurisdiction of the courts of Queensland and the courts competent to determine appeals from those courts, in relation to any proceedings that may be brought at any time relating to this Agreement.

19.9 No Merger

No right or obligation of any party will merge on completion of any transaction contemplated by this Agreement.

19.10 Severability

Any provision of this Agreement that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of this Agreement which shall remain in force. 19.11 Waiver

1. Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by law or under this Agreement by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power or remedy provided by law or under this Agreement.
2. Any waiver or consent given by any party under this Agreement will only be effective and binding on that party if it is given or confirmed in writing by that party and no waiver of a breach of any term of this Agreement will operate as a waiver of another breach of that term or of a breach of any other term of this Agreement.

20. Acknowledgement

You acknowledge that:

1. you have read, understood and agreed to be bound by these Consultancy Terms and the Agreement; and
2. you have received and will retain your own copies of these Consultancy Terms and our Proposal.

21. Definitions and Interpretation

21.1 Definitions

In this Agreement:

Acceptance Date has the meaning given in clause 3.

Access has the meaning set out in our Supply Agreement.

Assumptions means:

1. any qualifications or suppositions detailed relating to the Consultancy Services set out in the Proposal; and
2. the expectations we have relied upon as set out in clause 4.4(b)

Agreement means this document, the Proposal (if applicable) and includes any annexures, schedules and appendixes to them.

Business Day means a day on which banks are open for business excluding Saturdays, Sundays and public holidays in Brisbane, Australia.

Claim includes a demand, claim, action, dispute or proceeding made or brought by or against the person, however arising and whether present, unascertained, immediate, future or contingent.

Client Documentation Setup means the work carried out by the Process Analyst, in consultation with you, to upload written policies and procedures into the Platform for implementation through your Processes.

Commencement Date means the date of your first consultation with the Process Analyst as set out in the Proposal.

Content Data means procedure or policy content and attachments, images, position descriptions and checklists.

Company Data means all data you own or receive under license which you provide or make available to us in connection with the provision of our Consultancy Services including any such data that is contained in any data files, tables, objects or other storage medium.

Confidential Information means the Recordings and any other information that is by its nature confidential and is designated by a party as confidential or a party knows or ought to know is confidential, other than information which is or becomes public knowledge otherwise than by breach of this Agreement or any other confidentiality obligation.

Consequential Loss means indirect economic loss, loss of income or profit, loss or damages resulting from wasted management time, damage to goodwill or business reputation, loss of contract, loss of data, liability under other agreements or to third parties, loss of opportunity or any other special, indirect, remote or punitive loss or damage.

Consultancy Fees means mean the fees payable to us for our rendering of Consultancy Services, which as at the Agreement Date are equal to an amount specified in the Proposal or published on the Platform.

Consultancy Services means delivery of the Consulting Packages.

Consulting Package means an allotment of time (as nominated in our Proposal ) in which you, in consultation with your designated Process Analyst, carry out project work associated with the implementation of the Platform in a particular calendar month and may include the following key activities:

1. Identification;
2. Map Make Connect Workshops;
3. Policy and Procedure Writing;
4. Client Documentation Set Up;
5. Testing; and
6. Training.

Corporations Act means the Corporations Act 2001 (Cth).

Force Majeure Event means any event preventing delivery or receipt of the Consultancy Services that is beyond the reasonable control of a party, and which that party is unable to overcome by the exercise of reasonable diligence or reasonable cost, including a pandemic, an act of God, fire, earthquake, storm or flood, and the failure of third-party equipment, software, technology or other services necessary for the performance of a party’s obligations under this Agreement.

Government Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law.

GST Law has the meaning given to it in the A New Tax System (Goods and Development Services Tax) Act 1999 (Cth).

Identification means the process whereby your Process Analyst will, in consultation with you:

1. review your existing documentation;
2. conduct interviews with your Personnel;
3. carry out research to understand the requirements of your industry or professional framework; and
4. create a Procedures Roadmap.

Intellectual Property Rights means all intellectual property rights, including the following rights:

1. copyright, patents, rights in circuit layouts, trademarks, designs, trade secrets, know how, and any right to have confidential information kept confidential;
2. any application or right to apply for registration of any of the rights referred to in paragraph (a); and
3. all rights of a similar nature to any of the rights in paragraphs (a) and (b) which may subsist, whether or not such rights are registered or capable of being registered.

Law includes any requirement of any statute, rule, regulation, proclamation, ordinance or by-law, present or future, and whether state, federal or otherwise.

Loss includes any damage, loss, cost, liability or expense of any kind and however arising (including as a result of any Claim) including penalties, fines and interest whether prospective or contingent and any amounts that for the time being are not ascertained or ascertainable.

Map Make Connect Workshops means the workshops, run in group or one-on-one sessions with your Process Analyst, in which we may:

1. map out the steps to be taken in a visual diagram;
2. prepare Templates or information or set up other documentation within the Platform prior to the Sessions;
3. create processes in the Platform (Processes) and review, publish and assign criteria to those Processes;
4. combine those Processes with Published Documentation and create automated checklists and sequences; and
5. provide code to integrate those Processes with third party software.

Moral Right means moral rights as defined in the Copyright Act 1968 (Cth).

Notice means a notice given under or in connection with this Agreement that adheres to the requirements in clause 18.

Personnel means employees, agents and contractors.

Platform means our cloud based software platform through which we provide the Consultancy Services and Templates.

Policy and Procedure Writing refers to the consultancy work carried out by the Process Analyst in assisting you to write your policies and procedures which will be implemented in your finalised Processes.

Procedures Roadmap means the roadmap and project plan created as part of the Identification process to identify, quantify and track the project work carried out during the Term.

Proposal means a statement of supply agreed between the parties.

Published Documentation means documents which you have set as being ‘Published’ in accordance with clause 9.

Session means a period of time nominated by you and agreed with your Process Analyst (but no less than 4 hours) in which the Consultancy Services are to be provided.

Software Services means the services relating to the operation and use of the Platform as described in the Supply Terms.

Templates mean base documentation that we have prepared and made available for you to purchase within the Platform enabling you to effectively utilise the Software Services.

Term means the period of time from the Commencement Date to the end of the month in which the last Consulting Package is delivered.

Testing means taking you and your Personnel on a walkthrough of the new process, whereby the Process Analyst will run a test of the process and reiterate its implementation with you.

Training means the presentation of the process to all relevant Personnel, allowing them to engage and ask questions and set an effective date for implementation.

Way We Do Account means the account through which you have Access to the Platform and receive the Software Services.

21.2 Interpretation

In interpreting this Agreement, unless the context provides otherwise:

1. the singular includes the plural and vice versa, and a gender includes other genders;
2. another grammatical form of a defined word or expression has a corresponding meaning;
3. a reference to a rule, paragraph or schedule is to a rule or paragraph of, or schedule to, this Agreement and a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
4. a reference to dollar or $, is to United States currency unless otherwise stipulated in the Proposal or published on the Platform;
5. a reference to time is to time in Brisbane Queensland, Australia;
6. a reference to a person includes a natural person, partnership, body corporate, association, and any Government Agency;
7. a reference to a party means a party to this Agreement and includes the party’s executors, administrators, successors, substitutes (including by novation) and assigns;
8. a reference to a group of persons is to any 2 or more of them taken together and to each of them individually;
9. a reference to the whole is to each part of it;
10. a reference to a statute, regulation, code or provision of a statute, regulation or code includes any modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
11. “including” and similar expressions are not words of limitation;
12. costs and expenses include legal costs and expenses on a full indemnity basis;
13. conduct includes an omission, statement or undertaking, whether or not in writing;
14. “property” or “asset” includes all property and assets of any nature, including a business, and all rights, revenues and benefits;
15. a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this document or any part of it;
16. if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day;
17. where time is to be calculated by reference to a day or event, that day or the day of that event is excluded;
18. a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act; and
19. headings and table of contents are for ease of reference only and do not affect interpretation.

21.3 Parties​

1. If a party comprises 2 or more persons, a reference to that party includes each and any 2 or more of them, and this Agreement binds each of them separately and any 2 or more of them jointly.
2. A party that is a trustee is bound both personally and in its capacity as a trustee.
3. The relationship between the parties is an independent contracting relationship.
4. Nothing in these Consultancy Terms will be construed as creating a partnership or any other relationship between the Parties, or provide any exclusivity in the relationship between the Parties or the provision of the Consultancy Services.