Standard Terms of Business

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Agreement” means the agreement between the Parties for the supply of the Services comprising of these Terms , the Engagement Letter and any other terms agreed in writing between the Parties in respect of the Services from time to time.

"Client" means, collectively, each person, organisation, firm or company instructing Gordon Brothers as set out in the Engagement Letter.

Engagement Letter” means the document setting out the Services and attaching these Terms.

Fees” means the fees and/or commissions payable by the Client to Gordon Brothers in consideration for the performance of the Services, and subject to these Terms.

Gordon Brothers” means Gordon Brothers Pty Ltd (ABN 42 616 884 274), a company incorporated in Australia whose registered office is Suite 3, Level 13, 25 Bligh Street, Sydney, Australia (trading as Gordon Brothers).

Intellectual Property Rights” means the copyright, database rights, design rights, patents, trade or service marks (whether registered or unregistered), business names or domain names (whether or not any of the same are registered and including the goodwill attaching to them and any applications for registration of any of them), and confidential information, know-how and all other intellectual property rights or forms of protection of a similar nature or having equivalent or similar effect to any of the same which may subsist anywhere in the world.

Materials” means valuations, reports (including, but not limited to, the Report) or other material provided by Gordon Brothers under the Agreement.

Parties” means the Client and Gordon Brothers.

Report” means a valuation report prepared for by Gordon Brothers for the Client.

Services” means the services to be provided by Gordon Brothers to the Client under the Agreement as set out in the Engagement Letter.

Terms” means these Standard Terms of Business.

1.2. Rules for interpretation

1.2.1. The titles and headings of these Terms are for reference only and shall not be used for its construction or its interpretation.

1.2.2. In these Terms, words in the singular includes the plural, the masculine includes the feminine and vice versa, when so results from the context.

1.2.3. References to the Parties and Clauses are references respectively to the parties and clauses of these Terms.

1.2.4. Reference to any act, regulation, statute, norm or rules, including those of technical character, will be construed as a reference to that act, regulation, statute, norm or rule in its actual wording, and also to the act, regulation, statute, norm or rule that derogates, modifies or substitutes it (whether before, on or after the date of these Terms).

1.2.5. In the event of any inconsistency between an Engagement Letter and these Terms, the Engagement Letter shall take precedence.

2. INTRODUCTION

2.1. Subject to clause 2.2, these Terms and the Engagement Letter together are the terms and conditions under which Gordon Brothers shall provide the Services to the Client.

2.2. It is recommended that the Client reviews these Terms carefully as these Terms and the Engagement Letter will, together with any additional terms agreed between the Parties in writing in respect of the Services from time to time to the Client, govern the relationship between Gordon Brothers and Client in respect of the Services.

3. SERVICES

3.1. The Services that Gordon Brothers shall provide to the Client shall be as set out in the Engagement Letter and will be completed in full unless Gordon Brothers is instructed otherwise by the Client in writing.

3.2. Gordon Brothers shall perform the Services in a professional manner, with reasonable care, skill and diligence, using appropriately skilled, qualified and experienced personnel and in compliance with all applicable laws, enactments, orders and regulations.

3.3. Any amendments to the Services and/or the Engagement Letter, including but not limited to additional instructions given by the Client, shall be agreed between the Parties in writing.

Gordon Brothers reserves the right to charge the Client an additional fee in the event of (i) an amendment to the scope of the Services and/or the Engagement Letter; or (ii) Gordon Brothers being required to carry out any additional services under the terms of the Agreement.

3.4. Gordon Brothers will not undertake, commission, advise or report on any matters outside the scope of the Services, including the following non-exhaustive list of matters, which the Client agrees are outside the scope of the Services:

3.4.1. technical surveys of condition;

3.4.2. technical inspections;

3.4.3. physical stock takes, save for any sample stock takes specified in the Engagement Letter;

3.4.4. issues of law (including, without limitation, validity and effectiveness of contracts, licences, title deeds including those for property, investments, encumbrances, compliance with relevant laws and regulations and all matters relating to product liability);

3.4.5. the commercial merits of any provision of financial facilities;

3.4.6. the technical merit of any technology or the market for it;

3.4.7. the safety of the assets;

3.4.8. environmental matters;

3.4.9. insurance review (although Gordon Brothers may provide general, high level comments, if requested to);

3.4.10. investigation or legal review/analysis of title or encumbrances (although Gordon Brothers may provide general high level comments);

3.4.11. specialist industry advice;

3.4.12. directors’ CVs or backgrounds or activities;

3.4.13. regulatory issues; and

3.4.14. systems compliance for accounting issues.

3.5. If Gordon Brothers indicates that it is prepared to provide the Services to the Client by issuing an Engagement Letter to the Client shall signify its acceptance and acknowledgement of the Services by countersigning the Engagement Letter returning the countersigned copy of the Engagement Letter to Gordon Brothers. Where the Client has received the Engagement Letter from Gordon Brothers but has not returned as countersigned copy to Gordon Brothers nor confirmed its rejection of the Engagement Letter in writing to Gordon Brothers within seven days from the date of receipt of the Engagement Letter, the Client will be deemed to have accepted the Terms of both the Engagement Letter and these Terms.

3.6. In providing the Services, Gordon Brothers shall be entitled to rely and act on any instruction given to Gordon Brothers by any person who is an employee of, or advisor to, the Client, unless agreed otherwise between the Parties in writing.

3.7. The Client shall make available to Gordon Brothers (free of charge) all information which is reasonably required by Gordon Brothers to deliver the Services. It is acknowledged and agreed that Gordon Brothers shall, in providing the Services, be able to rely on, and accept as being correct, all information, documentation and any other materials provided to it by the Client.

3.8. Subject to any variation to the Agreement agreed in writing by the Parties and signed by an authorised signatory of Gordon Brothers, the Agreement between Gordon Brothers and the Client shall be on these Terms to the exclusion of all other terms and conditions, including all previous verbal and written instructions.

3.9. The Client agrees that the Services and/or Materials provided by Gordon Brothers for the Client pursuant to the Agreement are strictly for use by the Client only and may not be copied, distributed or otherwise shared with or relied on by any other individual or organisation, including any direct or indirect holding company or entity of the Client, any direct or indirect subsidiary of such holding company or entity or any other affiliate, without Gordon Brothers’ prior express written permission. Where Gordon Brothers gives such permission, this will be on the basis that, unless Gordon Brothers specifically agrees to do so in writing, Gordon Brothers does not thereby assume any duty of care or other obligations towards the relevant third party and the Client shall notify such third party in writing that Gordon Brothers does not assume any duty of care in respect of, or other obligations in relation to, the relevant third party prior to sharing the Report or any other Gordon Brothers’ work product related to the Services with that third party. Should a third party suffer any losses, damages or costs based on the Report or other or any other Gordon Brothers’ work product related to the Services provided in breach of this clause 3.9, the Client shall indemnify Gordon Brothers against any and all such actions, demands, costs, claims, liabilities, damages, fines and settlements.

4. FEES AND EXPENSES

4.1. The Fees, or the basis of calculation of the Fees, payable by the client for the Services will be set out in the Engagement Letter.

4.2. All Fees are exclusive of:

4.2.1. Goods and Services Tax (GST) and may be subject to GST in accordance with current GST regulations; and

4.2.2. all reasonably incurred disbursements.

4.3. The Client shall reimburse Gordon Brothers for all reasonably incurred disbursements (together with GST thereon where applicable) in connection with the provision of the Services. Gordon Brothers shall be entitled to charge reasonable interest on all disbursements incurred on behalf of the Client whether invoiced or not at the same commercial lending rate as Gordon Brothers’ bankers from time to time.

4.4. Gordon Brothers shall be entitled, for certain categories of Services, to request payment of Fees, and/or disbursements (either in full or in part) in advance of provision of the relevant Services by Gordon Brothers.

4.5. Gordon Brothers shall invoice the Client for the Fees and/or disbursements on terms as set out in the Engagement Letter and these Terms (an “Invoice”). Payment of all amounts set out in an Invoice in respect of the Services shall be the responsibility of the Client (unless otherwise agreed in writing between the Parties). The Client must make payment of amounts set out in an Invoice within 14 days of the relevant Invoice date. Time for payment of amounts set out in an Invoice shall be of the essence.

4.6. All payments by the Client to Gordon Brothers in respect of Invoice amounts shall be made in cleared funds by bank transfer only. Payment shall be deemed to be received only when Gordon Brothers has received cleared funds. Unless otherwise agreed in writing by the Parties, payment of amounts set out in an Invoice must be made by the Client to Gordon Brothers without any deduction by way of set-off, counterclaim, discount or otherwise.

4.7. Subject to any agreement to the contrary between the Parties, Gordon Brothers shall be entitled to raise interim invoices during the course of the Agreement in respect of disbursements incurred and/or Services already carried out.

4.8. If Gordon Brothers is providing Services to the Client in the Client’s capacity as an administrator, liquidator or other related insolvency appointment, the Client agrees and acknowledges that the Fees payable to Gordon Brothers on account of those Services will be payable as an expense of the administration or liquidation (as appropriate).

4.9. If Gordon Brothers is providing Services in relation to the sale of property or other assets, the Client agrees:

4.9.1. that any Fees, commissions and/or disbursements due and payable to Gordon Brothers in respect of the sale, may be deducted by Gordon Brothers from any such realisations Gordon Brothers receives on the Client’s behalf in relation to the relevant sale; and

4.9.2. to give the appropriate authority to Gordon Brothers’ solicitors for payment of such Fees, commissions and/or disbursements due and payable to Gordon Brothers in respect of the sale directly to Gordon Brothers upon completion of the sale, if required.

4.10. If the Client disputes that payment of any item in the invoice is due, the Client must serve notice in writing to Gordon Brothers within fourteen days of the date of the relevant invoice stating the reason(s) for such dispute. Gordon Brothers will make every effort to resolve the dispute promptly. If no such notice is given by the Client to Gordon Brothers within 14 days of the date of the relevant invoice then the relevant invoice will be deemed to have been accepted by the Client in full.

5. OVERDUE AMOUNTS

5.1. Without prejudice to any other right or remedy that Gordon Brothers may have, if the Client fails to make any payment of any due and payable amount pursuant to an Invoice delivered to the Client by Gordon Brothers pursuant to clause 4 (Fees and Expenses) (an “Overdue Amount”), Gordon Brothers reserves the right to charge the Client interest on any Overdue Amount from the date upon which payment was due pursuant to the relevant Invoice and calculated at a rate of 2%. Interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. For the avoidance of doubt, the Client must pay interest together with the Overdue Amount in full.

5.2. In the event of any amount set out in an Invoice becoming an Overdue Amount:

5.2.1. Gordon Brothers may suspend all Services until payment of such Overdue Amount has been made in full. In such circumstances, Gordon Brothers shall not be liable for any delays, losses or expenses howsoever resulting from such suspension;

5.2.2. Gordon Brothers may instruct an external agency to collect the relevant Overdue Amount owing to it and will be entitled to pass on all costs incurred in respect of such collection exercise to the Client and, in addition, in respect of each such collection exercise will be entitled to charge the Client an administration fee of $1,500 plus GST (if applicable); and

5.2.3. the Client shall not be entitled to rely on, or use, any Materials provided to it by Gordon Brothers under the Agreement. In such circumstances, if instructed to do so by an authorised representative of Gordon Brothers, the Client shall within seven days of receipt of such instructions (i) return or destroy the Materials; and (ii) certify to Gordon Brothers that such instructions have been complied with and that it has not used, or relied on, the Materials.

6. TERMINATION

6.1. The Agreement shall remain in full force and effect until it terminates in accordance with this clause 6 and the date on which the Agreement terminates shall be the “Termination Date”.

6.2. Any rights, remedies, obligations or liabilities of the Parties that have accrued to either Party up to and including the Termination Date shall survive termination of the Agreement and be enforceable and resolved in accordance with the mechanisms set out in the Agreement for resolving and determining such matters.

6.3. The Client, unless provided otherwise in the Engagement Letter, may terminate the Agreement at any time by providing at least 10 working days written notice to Gordon Brothers.

6.4. Without prejudice to any other rights which Gordon Brothers may have under the Agreement or at law, the Client shall remain liable to make payment of any Fees earned, and disbursements incurred, by Gordon Brothers in respect of the Services provided by Gordon Brothers up to and including the Termination Date. The Client will be liable to compensate Gordon Brothers for all reasonable expenses and disbursements subsequently incurred as a direct result of termination.

6.5. Gordon Brothers may terminate the Agreement immediately on giving written notice to the Client:

6.5.1. in the event that any invoiced and undisputed Fees and/or disbursements remain unpaid following the 30 day payment period;

6.5.2. if Gordon Brothers reasonably anticipates that invoiced fees and/or disbursements will remain unpaid following the 30 day payment period;

6.5.3. if Gordon Brothers reasonably considers that it is not in either its or the Client’s best interest to continue to act on the Client’s behalf;

6.5.4. if the Client fails to provide the information reasonably required by Gordon Brothers to deliver the Services or if such information is subsequently found to be incorrect;

6.5.5. if the Client fails to provide clear instructions or gives instructions that conflict with the rules of professional conduct in place from time to time which apply to registered valuers in Australia; or

6.5.6. if performance of the Services has been suspended for reasons beyond the reasonable control of either Party for a period of more than 28 consecutive days.

6.6. In the event that Gordon Brothers terminates the Agreement pursuant to clause 6.5, the Client shall remain liable for payment of all Fees earned, and disbursements incurred, by Gordon Brothers in respect of the Services up to the Termination Date pursuant to the terms of the Agreement.

6.7. Either Party, unless provided otherwise in the Engagement Letter, may terminate the Agreement (without liability to the other save as provided for under this clause 6) immediately on giving written notice to the other if:

6.7.1. the other Party commits a material breach of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach;

6.7.2. the other Party ceases, or threatens to cease, to trade;

6.7.3. an order is made or a resolution is passed for the winding up of the other Party, or circumstances arise which entitle a Court of competent jurisdiction to make a winding up order of the other Party;

6.7.4. an order is made for the appointment of an administrator, liquidator, or other similar office holder to manage the affairs, business and property of the other Party, or an administrator, liquidator, or other similar office holder is appointed to the Party by its directors;

6.7.5. a receiver is appointed of any of the other Party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other Party, or if any person takes possession of or sells the other Party’s assets;

6.7.6. the other Party makes any arrangement or composition with creditors, or makes an application to a court of competent jurisdiction to propose such an arrangement or to seek protection from its creditors in any way; or

6.7.7. the other Party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

6.8. Gordon Brothers shall be entitled to terminate the Agreement (without liability to the Client) immediately on giving written notice to the Client if it has reasonable grounds to think that the Client will, or is likely to be, the subject of any of the situations set out in clause 6.7 within the next six months.

7. NOTICES

7.1. All notices given under the Agreement shall be in writing, and sent for the attention of the person, and to the address, email or fax number given, in the Engagement Letter (or such other address, email fax number or person as the relevant Party may notify to the other Party in writing).

7.2. Notices shall be delivered personally, sent by electronic mail, fax, (pre-paid) first class post or special/recorded delivery.

7.3. Notice is deemed to have been received as follows: if delivered personally – at the time of delivery, in the case of electronic mail or fax -at the time of transmission, in the case of (pre – paid) first class post or special/recorded delivery – 48 hours from the date of posting and, if deemed receipt under this condition is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery.

7.4. To prove service of the Notice, it is sufficient to prove that the Notice was transmitted by electronic mail or fax to the electronic mail or fax number of the Party or, in the case of post, that the envelope containing the Notice was properly addressed and posted.

8. LIABILITY AND INSURANCE

8.1. Gordon Brothers shall have and keep in effect professional indemnity insurance in respect of the performance of the Services. Gordon Brothers will, on written request by the Client provide evidence by way of a verification of insurance certificate that professional indemnity insurance has been effected and remains in effect.

8.2. Each Party shall be liable, vis-à-vis the other Party, for the breach of their obligations pursuant to Agreement. For the avoidance of doubt, Gordon Brothers shall not be liable in respect of any services performed outside the scope of the Terms unless Gordon Brothers has agreed to perform such services in writing in advance.

8.3. Gordon Brothers will not be liable for any losses attributable to the provision of false, incomplete or misleading information by the Client or any other party acting on the Client’s behalf or losses due to acts or omissions by the Client or any other party acting on the Client’s behalf.

8.4. Gordon Brothers, its subsidiaries, directors, employees and agents, shall not be liable to the Client, under or in connection with the Agreement, in contract, tort (including negligence or breach of statutory duty), misrepresentation, wilful default or otherwise for any of the following:

8.4.1. indirect, special or consequential loss;

8.4.2. loss of profits;

8.4.3. loss of revenue;

8.4.4. loss of opportunity;

8.4.5. loss of goodwill;

8.4.6. loss arising from third party claims;

8.4.7. loss arising as a result of the subsequent performance of any funding granted in reliance on the provision of the Services; or

8.4.8. loss of anticipated savings,

in each case whether or not Gordon Brothers has been advised of the possibility of such loss or it was reasonably foreseeable, and in each case as referred to in clauses 8.4.1 to 8.4.8 (inclusive), whether direct or indirect.

8.5. Each Party’s total liability to the other Party in respect of any claims, demands, actions or proceedings for any loss or damage suffered by another Party and arising under or in connection with this Agreement shall be limited (i) in respect of any Claim, to such actual losses or damages suffered by the relevant Party; and (ii) in aggregate with other Claims, to an aggregate total amount not to exceed the lower of (i) Gordon Brothers insurance cover under its professional indemnity policy or (ii) the sum of the Fees. Each Party waives the right to request a higher amount as a compensation from that established in this Clause 8.4. This Clause 8.4 will not apply in the event that the Party responsible has caused the damage with gross negligence or wilful misconduct.

8.6. This clause 8 sets out the entire financial liability of Gordon Brothers (including any liability for the acts or omissions of its employees, agents and/or sub-contractors) to the Client in respect of: any breach of the Agreement; any use made by the Client of any Materials provided by Gordon Brothers under the Agreement; and any representation, statement or tortious act or omission (including negligence) arising under, or in connection with, these Terms and/or the Agreement.

8.7. Gordon Brothers shall have no liability to the Client under the Agreement if it is prevented from, or delayed in, performing its obligations under the Agreement or from carrying on its business by acts, events, or omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Gordon Brothers or any other party) or any measures and/or guidelines, declarations, orders, regulations or other analogous actions effected by any competent international, national, regional or local authority in respect of any epidemic or pandemic (including, but not limited to, novel coronavirus disease 2019 and/or COVID-19).

8.8. Nothing in these Terms limits or excludes (or is intended to limit or exclude) the liability of Gordon Brothers for death or personal injury resulting from negligence, or for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Gordon Brothers, or for any other liability which cannot be excluded or limited by law.

9. CONFIDENTIALITY AND CONFLICTS OF INTEREST

9.1. The Parties shall keep in strict confidence all technical or commercial know-how, proprietary information, analyses, compilations, forecasts, studies, correspondence, memoranda, business and/or financial information, specifications, processes or initiatives which are of a confidential nature (whether or not expressly marked as such) provided by a Party in relation to the Services and/or this Agreement (“Confidential Information”), unless otherwise expressly authorised by the other Party in writing.

9.2. Each Party will, and will direct its directors, officers, employees, representatives, agents or sub­contractors to, take all reasonable steps to minimise the risk of disclosure of Confidential Information, including without limitation ensuring that only employees, representative or agents whose duties require them to possess Confidential Information or materials have access thereto, exercising at least the same degree of care that such Party uses for such Party's own Confidential Information, and providing proper and secure processing and storage for such Confidential Information.

9.3. The Parties shall restrict disclosure of Confidential Information to such of their directors, officers, employees, representatives, agents or sub-contractors as need to know the same for the purposes of the Agreement or as is required to be disclosed by law or any body or authority of competent jurisdiction, or which is public knowledge or substantially becomes public knowledge other than by breach of this provision.

9.4. Each Party shall maintain confidentiality over any Confidential Information received from the other Party for a period of two years following termination of this Agreement.

9.5. Gordon Brothers checks for conflicts of interest before accepting instructions. The Client accepts however that Gordon Brothers offers a wide range of services to clients and thereby the Client acknowledges and agrees that Gordon Brothers’ determination of conflicts of interest is based on the Services, as opposed to the parties involved, and there can be no certainty that all situations where a conflict of interest may arise will be identified by Gordon Brothers and that some of Gordon Brothers’ past, present or future clients may have disputes with, and other matters relating to, the Client during the course of and subsequent to the provision of the Services. The Client therefore undertakes to notify Gordon Brothers promptly of any conflict or potential conflict of interest it is, or becomes, aware of in relation to the provision of the Services. The Client agrees that Gordon Brothers may be engaged by parties with interests that are adverse to and may not be consistent with the interests of the Client and that Gordon Brothers will not be required to advise the Client of such engagements in the future.

10. MONEY LAUNDERING

10.1. Gordon Brothers complies with the Anti-Money Laundering and Counter Terrorism Financing Act 2006 and has procedures and controls in place designed to prevent money laundering. If Gordon Brothers suspects that any money laundering offences are being, or have been, committed, in accordance with its legal responsibilities, Gordon Brothers will disclose its suspicions to the appropriate authorities. The Client accepts that Gordon Brothers’ legal obligations will take precedence over any and all instructions received from the Client where such instructions, if carried out would result in a breach of Gordon Brothers’ duties under the law.

10.2. In certain circumstances Gordon Brothers will require proof of identity from the Client before accepting or acting on instructions.

10.3. Gordon Brothers will not accept cash payments exceeding $10,000AUD or linked cash payments/transactions where the total cash payments exceed $10,000AUD.

11. OWNERSHIP AND RETENTION OF DOCUMENTS

11.1. Gordon Brothers retains client files without charge (and without liability) for at least ten years after which Gordon Brothers will confidentially destroy them.

11.2. As between Gordon Brothers and the Client, all Intellectual Property Rights and other rights in any Materials provided to the Client by Gordon Brothers shall be owned by Gordon Brothers. Subject to payment of all sums properly due to it under the Agreement, Gordon Brothers hereby licences all such rights to the Client free of charge and on a non-exclusive, royalty free basis to such extent as is necessary to enable the Client to make reasonable and proper use of the Services. Gordon Brothers shall not be liable for any use by the Client of any Materials provided by Gordon Brothers for a purpose other than that for which it was prepared. If Gordon Brothers terminates the Agreement, this licence will automatically terminate.

12. INTELLECTUAL PROPERTY AND DATA PROTECTION

12.1. The Client will have the right and licence to use copies of certain materials that Gordon Brothers creates for it, including the Report, for the purpose for which they were prepared. However, all copyright and other Intellectual Property Rights in all documents, reports, written advice or other materials provided by Gordon Brothers to the Client will remain the property of Gordon Brothers. If the Client wishes to use copies of these for purposes other than those for which they were prepared, then it must first seek Gordon Brothers’ written permission. In particular, neither the whole nor any part of the Report, nor any reference to it, is to be included in any document, circular or statement or published in any way without the prior written approval of Gordon Brothers regarding the form and context in which it may appear.

12.2. Gordon Brothers shall comply with the requirements of the Privacy Act 1988 in relation to the Services and the Agreement.

13. QUALITY CONTROL

13.1. Gordon Brothers is committed to ensure that quality is applied and managed in every aspect of the administration of Gordon Brothers and the Services undertaken on behalf of Clients. In the event that the Client is not satisfied with the Services, it shall inform Gordon Brothers of the nature of the problems and Gordon Brothers shall reasonably promptly re-perform any parts of the Services as required. If Gordon Brothers so corrects the problems, it shall have no further liability to the Client for such problems.

13.2. If at any time the Client wishes to discuss with Gordon Brothers how the Services could be improved, or the Client is in any way dissatisfied with the Services, it may contact Gordon Brothers at the above address. Gordon Brothers will review any matter carefully and promptly and endeavour to resolve the position to the Client’s reasonable satisfaction.

14. GENERAL PROVISIONS

14.1. Entire Agreement

The Agreement, together with all schedules, exhibits and all such additional attachments, constitutes a single, integrated written contract expressing the entire agreement of the Parties. All prior agreements, discussions and negotiations, written or oral are entirely superseded by the Agreement.

14.2. Severance

If any term or provision (or part of a provision) of the Agreement or these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, that provisions or term will be limited to the minimum extent necessary so that the terms and provisions of the Agreement and these Terms will otherwise remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal. The determination that any term or provision of the Agreement or these Terms is invalid, illegal, unenforceable or inoperative will not affect any other term or provision of the Agreement or these Terms.

14.3. Assignment

The rights and obligations assumed by the Parties by virtue of the Agreement shall not be assigned to third parties without the express written consent from the other Party.

14.4. Variation of these Terms

14.4.1. Gordon Brothers may in its absolute discretion vary these Terms at any time and for any reason. Such amendments shall be posted on Gordon Brothers’ website [insert website address] and shall be effective immediately provided that such amendments shall not affect any contract already concluded.

14.4.2. Except as set out in these Terms, no other variation of these Terms, including the introduction of any additional terms and conditions, shall be effective unless agreed in writing signed by Gordon Brothers.

14.5. Waiver

No failure or delay by a Party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.6. No Joint Venture

The Agreement does not constitute and will not be construed to constitute an agency, a partnership or a joint venture between Client and Gordon Brothers. Neither Party will have any right to obligate or to bind the other Party, its parent, subsidiaries, affiliates and/or related companies, in any manner whatsoever.

14.7. Governing Law

The Agreement and these Terms and any dispute or claim arising out of, or in connection with, them or their subject matter, shall be governed by, and construed in accordance with, the laws of New South Wales, Australia and each party submits to the exclusive jurisdiction of the courts of New South Wales, Australia, in respect of any proceedings arising out of or in connection with the subject matter of this Agreement.