Employer Terms and Condition

TERMS AND CONDITIONS OF AGREEMENT FOR CLIENTS


1. Commencement and term

1.1 This Agreement commences on the date of acceptance of these terms and may be terminated by either party at any time, in accordance with this Agreement.

1.2 Upon acceptance:
(a) Beam Australia will commence providing the Services to the Client, from time to time; and
(b) Beam Australia and the Client will do all other things reasonably required to give effect to this Agreement.

2. The Client and Beam Australia’s obligations

2.1 The Client will use all reasonable endeavours to:
(a) co-operate with Beam Australia as it reasonably requires; and
(b) inform Beam Australia of any matter which may affect or assist the delivery of the Services.

2.2 The Client agrees to provide to Beam Australia with current, complete and accurate information about itself, including information uploaded to the Web Facilities, and agrees to maintain and update this information in a timely manner and to ensure that such information is not misleading (including by omission) and is up to date at all times. The Client will remain solely responsible for such information. The Client must not provide any false or misleading information or information which may mislead or deceive Beam Australia, its Candidates or any other party.

2.3 The Client must:
(a) if it wishes to cancel an interview with a Candidate, provide at least 24 hours’ notice to the Candidate/Beam Australia;
(b) notify Beam Australia, in writing, if it has engaged a Candidate, as soon as practicable after the occurrence of the event; and
(c) keep Beam Australia informed as to the progress of engagement throughout the first 3 months of its engagement with a Candidate.

2.4 For the sake of clarity, the term “engagement” means the employment, engagement or retainment of the Candidate as an employee (whether on a casual, permanent, fixed-term or other basis), a contractor, an advisor or in any other professional capacity, and “engaged” has a corresponding meaning.

2.5 The Client must keep confidential the Confidential Information of a Candidate and may only disclose it to personnel of the Client who have a need to know (and only to the extent that each has a need to know) and are bound by obligations of confidentiality in relation to the Confidential Information.

2.6 The Client must comply with all relevant laws, including those relating to work, health and safety.

2.7 Beam Australia will use all reasonable endeavours to:
(a) provide the Services as required by the Client from time to time;
(b) inform the Client of any matter which may affect or assist the delivery of the Services;
(c) ensure that it does not provide any Candidates to the Client who do not have the requisite skill, training, expertise and experience to provide the Client Services;
(d) act in good faith at all times towards the Client; and
(e) comply with all relevant laws.

2.8 Beam Australia may, upon request by the Client, provide additional services (“Additional Services”) for an agreed fee (“Agreed Fee”). The Client must pay the Agreed Fee and any additional costs and expenses which are reasonably incurred by Beam Australia in the provision of the Additional Services, in accordance with any agreed payment terms.

2.9 Under no circumstances whatsoever will Beam Australia be liable to the Client or to any other person or entity for the Client’s participation in, or use of, any Web Facilities. Beam Australia has no responsibility to review or approve content uploaded to the Web Facilities by the Client. The Client is prohibited from adding any content that is unlawful, infringing or defamatory. The Client agrees to indemnify, defend and hold Beam Australia, its officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable legal fees), or other expenses that arise from the content it provides to Beam Australia including any content uploaded to any of the Web Facilities.

2.10 The Client agrees to comply with the terms and conditions of use for Beam Australia’s website, as amended and notified to the Client from time to time.

3. Candidates engaged as employees

3.1 Beam Australia may provide the Client with Candidates who the Client can choose to engage with on an employment basis.

3.2 Any formal offer of employment is to be made by the Client to the Candidate and not by Beam Australia. However, a copy of the signed employment agreement must be provided to Beam Australia as soon as reasonably practicable.

3.3 The Client agrees to pay a placement fee to Beam Australia for every Candidate who is employed by the Client (“Employee Placement Fee”) regardless of whether the Candidate is employed on a casual, part-time, full-time or fixed term basis.

3.4 The Employee Placement Fee will be calculated as a percentage (at an agreed rate between the client and Beam Australia) of the total annual salary package negotiated with the successful Candidate. The “total annual salary package” is the base salary plus superannuation.

3.5 The Client must pay Beam Australia the Employee Placement Fee where the Candidate is employed by the Client, a related body corporate or a third party who was introduced to the Candidate by the Client.

3.6 Beam Australia will invoice the Client for the Employee Placement Fee as follows:
(a) 60% of the Employee Placement Fee on the date on which the Candidate signs the employment contract with the Client, payable within 14 days; and
(b) 40% of the Employee Placement Fee at the expiry of a 3 month period from the date on which the Candidate commences employment with the Client (“Trial Period”), payable within 14 days.

3.7 If a Candidate who is employed by the Client subsequently leaves the employment of the Client during the Trial Period for any reason other than structural redundancy or termination without cause, the Client is not required to pay the remainder of the Employee Placement Fee in accordance with clause 3.6(b). If the Client employs a new Candidate in the same role within 1 month after the effective termination date of the initial Candidate, in respect of the new Candidate, the Client will not be required to pay 60% of the Employment Placement Fee in accordance with clause 3.6(a) but will be required to pay 40% of the Employment Placement Fee in accordance with clause 3.6(b).

3.8 The calculation of the Trial Period will not be interrupted by reason of the Candidate’s absence on periods of paid or unpaid leave which are authorised by the Client.

3.9 If the Client employs a Candidate on a casual, part-time, full-time or fixed term basis within 12 months of having interviewed the Candidate, the Client must pay the Employee Placement Fee to Beam Australia in accordance with clause 3.6.

3.10 If the Client terminates the Candidate’s employment it must notify Beam Australia by the end of the following Business Day.

3.11 If the Client terminates a Candidate’s employment within the Trial Period, then, within 12 months of the date of termination, the Client, a related body corporate or a third party who was introduced to the Candidate by the Client, engages the Candidate as a contractor, the Client must pay Beam Australia the Contractor Placement Fees less the sum of any Employee Placement Fees already paid to Beam Australia for the same Candidate. If the Employee Placement Fees previously paid to Beam Australia are greater than the total Contractor Placement Fees payable for the same Candidate, no additional fees are payable and the Client is not entitled to a refund of the difference.

4. Candidates engaged as contractors

4.1 Beam Australia may provide the Client with Candidates who the Client can choose to engage with on an independent contractor basis.

4.2 Any arrangements for the provision of Client Services are to be agreed between the Client and Candidate (and not by Beam Australia) and set out in writing. However, a copy of the signed services agreement (Services Agreement) must be provided by the Client to Beam Australia as soon as reasonably practicable.

4.3 The Client will be solely responsible for all fees payable to the Candidate under the Services Agreement. The Client will, within fourteen days of receipt of an invoice from the Candidate for the Client Services provided (“Client Services Invoice”) provide Beam Australia with a copy of the same.

4.4 The Client agrees to pay Beam Australia a fee in consideration for every Candidate that enters into a Services Agreement with it (“Contractor Placement Fee”).

4.5 The Contractor Placement Fee will be calculated as a percentage (at an agreed rate between the client and Beam Australia) of all fees (excluding GST) payable to the Candidate by the Client under the Services Agreement.

4.6 Beam Australia will invoice the Client for the Contractor Placement Fee after receipt of each Client Services Invoice and in any event, on and from 30 days after the Candidate is entitled to invoice the Client for any fees, and, unless otherwise agreed, Beam Australia’s invoice must be paid within fourteen days.

4.7 If the Client, for whatever reason, wishes to terminate the Services Agreement prior to the expiry of any agreed term, the Client must:
(a) notify Beam Australia in writing no less than seven days before the effective termination date; and
(b) provide Beam Australia with a copy of the Candidate’s final Client Services Invoice within seven days of receipt.

4.8 If the Client terminates an engagement with a Candidate, then, within 12 months of the date of the end of that engagement, the Client, a related body corporate or a third party who was introduced to the Candidate by the Client, employs the Candidate, the Client must pay Beam Australia an Employee Placement Fee less the sum of any Contractor Placement Fees already paid to Beam Australia for the same Candidate. If the total Contractor Placement Fees previously paid to Beam Australia is greater than the Employment Placement Fee payable for the same Candidate, no additional fees are payable and the Client is not entitled to a refund of the difference.

5. Payment

5.1 In consideration of the provision of the Services, the Client will pay to Beam Australia the Employee Placement Fees and/or Contractor Placement Fees.

5.2 Beam Australia’s invoice and payment terms are set out in clauses 3 and 4 (whichever is applicable).

5.3 If the Client does not make payment of an invoice by the due date, Beam Australia is entitled to do any or all of the following:
(a) charge interest of 5% per annum of the amount which is overdue every week the amount remains unpaid;
(b) require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed;
(c) suspend or not perform any further Services (or any part of the Services); and/or
(d) terminate this Agreement with immediate effect.

6. Intellectual Property

6.1 The Client acknowledges and agrees that Beam Australia (or its associated persons or licensors) owns all Intellectual Property Rights in all content created by Beam Australia in connection with the Services, including the Web Facilities, that now exists or that later comes into existence (“Beam’s Intellectual Property”).

6.2 The Client must not copy, alter, reproduce or modify or in any other way interfere with Beam’s Intellectual Property.

6.3 Title in any modifications to Beam’s Intellectual Property (whether or not permitted by this Agreement or Beam Australia) immediately vest in Beam Australia and the Client must execute all documents required by Beam Australia to assign such title and interest to Beam Australia as and when required by Beam Australia.

6.4 The Client agrees that any written materials provided to it in connection to the Services form part of Beam’s Intellectual Property, are for its own use and it may not redistribute, disseminate, publish, or display such material, in whole or in part, to any third parties without the prior written permission of Beam Australia, except to its regulators and professional advisors on an as needed basis.

6.5 The Client agrees to indemnify Beam Australia fully against all liabilities, costs and expenses which Beam Australia may incur as a result of any breach of this clause 6 by the Client or the Client’s personnel as if such personnel were bound by this clause 6 as the Client.

6.6 The obligations accepted by the Client under clause 6 survive termination or expiry of this Agreement.

7. Warranties by the Client

7.1 The Client warrants that:
(a) it will only use and disclose a Candidate’s personal information for purposes related to the Services, and will otherwise handle such personal information in accordance with the requirements of the Privacy Act 1988 (Cth), including the Australian Privacy Principles;
(b) it will adhere to equal employment opportunity principles in the engagement of a Candidate;
(c) no Candidate will be required to perform Client Services which are not covered under the Services Agreement;
(d) no Candidate will be required to perform intern, unpaid or trial work;
(e) all Candidates will be properly remunerated at all times during their engagement with the Client;
(f) the Client, or any principal of the business of the Client, has not been found in breach of any applicable workplace, health and safety laws, and is not awaiting the outcome of any proceedings involving any alleged breach of applicable workplace, health and safety laws;
(g) where a Candidate is engaged as an employee, the Client will be solely liable for the costs of employing the Candidate, including wages, leave entitlements, superannuation, and insurances; and
(h) where a Candidate is engaged as a contractor, the Client will be solely liable for the costs of engaging the Contractor, including fees, charges and superannuation.

7.2 The Client warrants that it will not, at any time, use the Services or perform its obligations under this Agreement in violation of a law or in violation of its obligations to third parties.

8. Scope of Liability

8.1 Beam Australia gives no warranty (whether implied or statutory) in respect of any Candidate introduced, and accepts no liability for:
(a) any failure of a Candidate to perform or to comply with his/her terms of engagement; or
(b) any loss, expense, damage or delay howsoever arising from the introduction of the Candidate to the Client or from his/her engagement with the Client,
and any of these occurrences are not a breach of Beam Australia’s obligations to perform the Services.

8.2 The Client acknowledges and agrees that whilst Beam Australia contractually requires the Candidates to provide current, complete and accurate information, Beam Australia does not, and it is not part of the Services to, verify the Candidate Information and gives no warranty that the Candidate Information will be current, complete and accurate and disclaims all liability for any misrepresentation by a Candidate or a Candidate’s misleading or deceptive conduct. It is the responsibility of the Client to:
(a) conduct interviews with the Candidates;
(b) perform reference checks;
(c) take such steps to verify the Candidate Information that the Client considers appropriate; and
(d) make its own assessment as to whether a Candidate is appropriate for a particular engagement.

9. Any dispute between the Candidate and the Client must be resolved between the Candidate and the Client, and Beam Australia will not be a party to any such dispute.

9.1 The Client will at all times indemnify and keep indemnified Beam Australia from and against any loss (including legal costs and expenses) or liability incurred by it or any of its related bodies corporate and their officers, employees and agents (referred to as “Those Indemnified”) arising from any claim, demand, suit, action or proceeding by any person against any of Those Indemnified where such loss or liability arose out of or in connection with a breach of this Agreement by the Client.

10. Confidentiality

10.1 The parties acknowledge that each party and their respective employees or agents, may be given access to the other party’s Confidential Information in the course of performing this Agreement.

10.2 The Client will keep Beam Australia’s Confidential Information confidential and will not disclose it to any third party or use it other than:
(a) for the purposes of this Agreement;
(b) as authorised in writing by Beam Australia;
(c) as required by any law, judicial body or governmental agency; or
(d) by way of disclosure to its professional advisors who have agreed to keep the Confidential Information confidential.

10.3 Beam Australia will keep the Client’s Confidential Information confidential and will not disclose it to any third party or use it other than:
(a) for the purposes of, or as authorised by, this Agreement;
(b) for the purposes of performing the Services, including publishing the Confidential Information on any websites or portals of Beam Australia or third party websites or portals for the purpose of enabling the Services to be appropriately provided to the Client;
(c) as required by any law, judicial body or governmental agency; or
(d) by way of disclosure to its professional advisors who have agreed to keep the Confidential Information confidential.

10.4 The parties will not copy any document containing the other party’s Confidential Information except as necessary to perform the Services or as is required by this Agreement.

10.5 On termination of this Agreement, each party will return to the other party, permanently delete or destroy, (at the other party’s election and absolute discretion) all documents or copies of documents containing information which at the date of termination is or is derived from the other party’s Confidential Information.

10.6 Each party will ensure that its employees, agents, contractors and other persons within its control comply with this clause 10 as if named as that party and bound hereto.

11. Term and Termination of Agreement

11.1 Either party may terminate this Agreement by giving one months’ written notice to the other.

11.2 Termination of this Agreement does not relieve the Client of its obligation to pay Beam Australia in respect of Services performed before termination.
11.3 If a party is in breach of this Agreement (“Breaching Party”), the other party (“Non-Breaching Party”) may give the Breaching Party a notice specifying the breach (“Breach Notice”) and requiring the Breaching Party to rectify the breach within ten Business Days of the Breach Notice. If the breach specified in a Breach Notice is not remedied within ten Business Days, the Non-Breaching Party may immediately terminate this Agreement by providing notice in writing to the Breaching Party.

11.4 A party (“Non-Defaulting Party”) may immediately terminate this Agreement by notice in writing to the other party (“Defaulting Party”) if any of the following events occur:
(a) the Defaulting Party ceases to (or is unable to) pay its creditors (or any class of them) in the ordinary course of business, or announces its intention to cease paying;
(b) a receiver, receiver and manager, administrator, liquidator or similar officer is appointed to the Defaulting Party or its assets;
(c) the Defaulting Party enters into, or resolves to enter into, a scheme of arrangement, compromise or composition with any class of creditors;
(d) a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of the Defaulting Party;
(e) anything having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction; or
(f) the making by the Defaulting Party of an assignment or attempted assignment of its assets for the benefit of its creditors.
11.5 The termination of this Agreement is without prejudice to any rights which have accrued to a party before the date of termination.

11.6 Beam Australia reserves its right to terminate this agreement at any time by notice in writing to the Client, with immediate effect, should it form the view that the Client or any of its personnel has acted inappropriately towards a Candidate of Beam Australia. For the sake of clarity, “acted inappropriately” includes conduct that is considered by Beam Australia to be of a discriminatory, bullying and/or harassing nature.


12. GST

12.1 If a Supply made under or in connection with this Agreement is a Taxable Supply, then at or before the time any part of the consideration for the Supply is payable:
(a) the Recipient must pay the Supplier an amount equal to the total GST for the Supply, in addition to and in the same manner as the consideration otherwise payable under this Agreement for that Supply; and
(b) the Supplier must give the Recipient a Tax Invoice for the Supply.

12.2 For clarity, the GST payable under this clause 12 is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the Supply for which the Supplier is liable, however caused.

13. Relationship of Parties

13.1 This Agreement does not create any partnership, joint venture or agency relationship between the parties.

13.2 The parties may not enter into any agreements or incur any liabilities on behalf of the other party without the other party’s prior written consent and may not represent to any person that it has any authority to do so.

14. Restraint and Conflicts

14.1 Pursuant to the terms of this Agreement, the Client agrees that so long as:
(a) it is registered with Beam Australia (and for 12 months after any such registration ceases); and/or
(b) it or its related body corporate engages a Candidate introduced to the Client by Beam Australia (including by providing Candidate Information to the Client, enabling the Client to identify a Candidate or otherwise causing a Candidate to be introduced), it will not, and must procure that its related bodies corporate do not, offer to employ, engage, solicit, induce, entice, or otherwise enter or attempt to enter into a contract (directly or indirectly) with a Candidate for the performance of services (whether employment, contractor, advisory or otherwise) in any way other than through the Beam Australia, unless it pays Beam Australia the fees that would have otherwise been applicable to that engagement as described in this Agreement. This clause 14.1 applies whether or not the Client knew the Candidate prior to use of the Services.

14.2 The Client agrees and promises that it will not knowingly or recklessly use the Services to access Candidates who are or were engaged by a direct competitor of the Client or the Client’s clients for the purpose of soliciting information, including confidential information, trade secrets, intellectual property and/or non-public information, of that direct competitor.

15. Notices

15.1 Notices given under this Agreement must be in writing, signed by the party giving the notice and addressed to the “Notice Address” of the person to whom it is to be given (“Notice”).

15.2 The “Notice Address” of Beam Australia is Suite 601, Level 6, 55 Clarence Street, Sydney NSW 2000 and [email protected] The Notice Address of the Client is the address and email provided by the Client upon registration for the Services, as updated by the Client via the Web Facilities from time to time.

15.3 Notices must either be delivered by hand, posted by pre-paid security or certified mail, or transmitted by email, to the Notice Address of the person receiving the Notice.
15.4 A Notice given to a person in accordance with this Agreement is deemed to have been given and received if:
(a) delivered, on the day of delivery if delivered before 5:00 pm on a Business Day, otherwise on the next Business Day;
(b) posted by pre-paid security mail or certified mail, on the second day after the day on which the Notice was accepted by the post office from the party sending the Notice; or
(c) transmitted by email, upon receipt by the recipient email server (even if received or categorised or filtered as unwanted email or spam), unless the sender receives an automated notice that delivery has failed.

16. Force Majeure

If Beam Australia is prevented from or delayed in the performance of this Agreement by an act of God or by or in consequence of war, riot, civil commotion or military or usurped power by any strike, lock-out, stoppage, accident, fog or storm, Beam Australia is not liable to the Client for failure to perform its obligations under this Agreement and time for performance of Beam Australia’s obligations will be extended accordingly.

17. General Provisions Amendments

17.1 Beam Australia may modify the terms and condition of this Agreement from time to time by posting the modification(s) or updating these terms and conditions on its Web Facilities or by emailing the Client. Unless otherwise specified when posted or emailed, all modifications will be effective upon posting or emailing. If the Client does not agree to any modification(s), the only recourse available is to terminate their use of the Services within seven days of the modification(s).

17.2 If the Client terminates its use of the Services due to any modification, the Client will be released from the non-solicitation in clause 14.1.
17.3 If the Client continues to participate in receiving the Services under this Agreement after any modification becomes effective, then subject to clause 17.2 such participation will constitute acceptance of such modification.

Entire Agreement

17.4 This Agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties. To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion has no effect except to the extent expressly set out or incorporated by reference in this Agreement.

Further assurances

17.5 Each party to this Agreement must do all things and sign, execute and deliver all deeds and other documents as may be legally necessary or reasonably required of it by Notice from another party to carry out and give effect to the terms and intentions of this Agreement and to perfect, protect and preserve the rights of the other parties to this Agreement.

Governing law and jurisdiction

17.6 This Agreement is governed by, and construed in accordance with, the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts and the courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.

Warranty of authority

17.7 Each person signing this Agreement as an Authorised Representative, agent or trustee of a party, warrants to the other parties that, as at the date of signing, the signatory has full authority to execute this Agreement on behalf of that party.

No merger

17.8 The rights and obligations of the parties under this document do not merge on completion of any transaction contemplated by this Agreement.

No waiver

17.9 The failure of a party to require full or partial performance of a provision of this Agreement does not affect the right of that party to require performance subsequently.

17.10 A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.

17.11 A right under this Agreement may only be waived in writing signed by the party granting the waiver and is effective only to the extent specifically set out in that waiver.

Severability

17.12 If the whole or part of a provision of this Agreement is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable. If however, the whole or any part of a provision of this Agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

18.Definitions and interpretation

18.1 The meanings of the terms used in this document are set out below.

Term

Meaning

Agreement

means this Agreement, (including the recitals, quotes, package information and any schedules, appendices and exhibits to it), as it may later be amended or supplemented by the parties in writing.

Authorised Representative

means: (a) in respect of a party which is a corporation: (i) a company secretary or director or any officer of the corporation whose title or office includes the words manager or director; (ii) a person acting with the title or in the office of manager or director; or (iii) a duly constituted attorney of the corporation; and (b) in respect of each party, a lawyer of that party or a person nominated by Notice to the other party as an authorised representative.

Beam Australia

means Beam Australia Operations Pty Ltd (ACN 615709067) of 48 Brae St Bronte NSW 2024.

Business Day

means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.

Candidate

means a person who uses the Services for the purpose of obtaining an engagement with a Client.  

Candidate Information

means information regarding the Candidate including information regarding their skills and qualifications, previous employment/experience, references, resume, criminal history and any other information relevant to the Candidate that Beam Australia deems relevant to the provision of the Services.

Client

means the party entering into this Agreement with Beam Australia for the provision of the Services.

Client Services

means the services to be provided by a Candidate as requested by the Client.

Confidential Information

means all trade secrets, ideas, know-how, concepts and information whether in writing or otherwise relating in any way to that partys affairs, including: (a) in relation to both parties: (i) affairs or businesses, sales, marketing or promotional information; (ii) the Candidate Information; (iii) the terms of this Agreement; and (b) in relation to Beam Australia: (i) the Services; and (ii) Intellectual Property Rights, but does not include information that is, or becomes part of, the public domain otherwise than by breach of this Agreement by either party, is lawfully obtained by either party from another person without any restriction as to use and disclosure, or was in the partys possession prior to disclosure of it by the other party.

GST

has the meaning given to that term in the GST Act.

GST Act

means A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended.

Intellectual Property Rights

means any and all registered and unregistered present and future intellectual and industrial proprietary rights throughout the world including rights in respect of or in connection with: (a) any Confidential Information; (b) copyright; (c) inventions (including patents); (d) trade marks or service marks; and (e) designs; and includes any right to apply for the registration of such rights and includes all renewals and extensions

Recipient

has the meaning given to that term in the GST Act.

Services

means the practice of supplying Candidate Information to the Client, as agreed from time to time, with the view of the Client engaging the Candidate. The Services do not extend to the provision of any advice about the terms and conditions of engagement between the Client and Candidate.

Supplier

means the entity making the Supply.

Supply

has the meaning given to that term in the GST Act.

Tax Invoice

has the meaning given to that term in the GST Act.

Taxable Supply

has the meaning given to that term in the GST Act.

Web Facilities

means any webpages/websites, portals, online hubs and any other like web based platforms of Beam Australia.

18.2 In this Agreement:

(a) a singular word includes the plural and vice versa;
(b) a word which suggests one gender includes the other gender;
(c) a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this Agreement and references to this Agreement includes any schedules or annexures;
(d) a reference to a party to this Agreement or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns;
(e) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(f) a reference to a document or agreement (including a reference to this Agreement) is to that document or agreement as amended, supplemented, varied or replaced;
(g) a reference to ‘month’ means calendar month;
(h)the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions; and
(i) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it.

18.3 If the day on which any act, matter or thing is to be done under or pursuant to this Agreement is not a Business Day, that act, matter or thing:
(a)if it involves a payment other than a payment which is due on demand, must be done on the preceding Business Day; and
(b)in all other cases, must be done no later than the next Business Day.