Hello Sheila 1:1 and Mastermind Coaching Terms and Conditions

These Terms and Conditions were prepared by ND Legal Pty Ltd. ND Legal Pty Ltd holds the copyright and IP in this document. Copying, sharing, redistributing, reselling is strictly prohibited and in breach of ND Legal Pty Ltd’s intellectual property rights

These Terms and Conditions (Terms) govern any coaching arrangements between the Client and Hello Sheila (ABN 95 976 603 158) (Coach, we, us, our) sold through our website (https://sheila-anderson.mykajabi.com/links) or as otherwise agreed in writing.

1. Engagement

1.1 By placing an Order through our Website or accepting a Quote (including by in writing, verbally, providing instructions for us to commence providing services, booking a call, accessing any inclusions or materials, paying the Deposit, an instalment (if applicable), or any part of the Fee) the entity or individual identified as the Client in the Order or Quote (Client, you, your) agrees to be bound by these Terms, which, together with the Order or Quote (as applicable) form the Agreement.

1.2 Where an individual accepts these Terms on behalf of an entity, that individual warrants they have full authority to bind that entity.

Orders

1.3 To the extent of any inconsistency between these Terms and the description of Services and inclusions on our website at the time of your Order, the website description prevails with respect to:

(a) the scope of Services and inclusions;
(b) the Fee; and
(c) payment schedule and due dates (if applicable).

Quote

1.4 Where you elect to purchase services directly from us, we will issue you with a Quote which:

(a) itemises the scope of Services and inclusions;
(b) specifies the total Fee (exclusive of GST);
(c) details any deposit, staged payment schedule, due dates and accepted payment methods; and
(d) identifies any package-specific terms, conditions or variations.

(Quote)

1.5 By taking any of the steps at 1.1 above, you also:

(a) confirm the accuracy of the details contained in the Quote;
(b) authorise us to raise a tax invoice in accordance with the Quote; and
(c) agree that the Quote is incorporated into, and forms an integral part of, these Terms.

1.6 To the extent of any inconsistency between these Terms and the Quote, the Quote prevails with respect to:

(a) the scope of Services and inclusions;
(b) the Fee; and
(c) the payment schedule and due dates.

2. Term

2.1 The Term commences on the Commencement Date and, unless earlier terminated in accordance with these Terms, continues until the Expiry Date.

2.2 Any request for renewal or extension of the Term must be sent to us in writing by email to [email protected] at least thirty (30) Business Days prior to the Expiry Date. Any such request will be determined by us in our absolute discretion, and notified to you within 7 business days of us receiving our request for an extension.

3. Scope of Services

3.1 Subject to timely payment of the Fee, or any instalment as applicable, we will provide you with the Services as set out in your Order or Quote.

3.2 Where the Services include calls:

(a) calls will be scheduled by mutual agreement between you and us during business hours and business days, within the Term and timeframes specified in the Order or Quote.
(b) You may reschedule a call by providing at least 2 Business Days written notice prior to the scheduled start time. If less than 2 Business Days’ notice is given, the call will be deemed forfeited and will not be rebooked or refunded, unless otherwise agreed in writing.
(c) We reserve the right to reschedule a call by providing as much notice as practicable. In such cases, we will use reasonable endeavours to offer an alternative time within the Term.
(d) Calls must be used within the Term and do not carry over or accrue beyond the expiry of the Term, unless otherwise agreed in writing.

3.3 Where the Services include messenger support:

(a) Such support and all communications will be provided during standard business hours, being 9:00am to 5:00pm (WAST), Monday to Friday, excluding public holidays.
(b) We will use reasonable endeavours to respond to all Telegram support messages and email enquiries within 1 Business Day during the Term.
(c) Support must be used within the Term and does not carry over or accrue beyond the expiry of the Term, unless otherwise agreed in writing.

3.4 If, owing to a Force Majeure Event, any Services cannot be provided as originally planned, the Coach may substitute any part of the Services with services materially equivalent in value at its discretion. Such substitution shall not constitute breach of the Agreement.

4. Access to Product Suite

4.1 Where the Services include access to all or part of our Product Suite, this clause 4 shall apply.

4.2 We will provide you with access to the relevant digital products, resources, or courses via Kajabi or such other online platform as notified to you in writing.

4.3 Access will be granted for the duration of the Term as specified in your Order or Quote, unless otherwise stated.

Login Credentials and Account Security

4.4 You will be provided with unique login credentials for Kajabi (or any alternative platform) to access the Product Suite.

4.5 You must keep your login credentials secure and confidential, and not share, transfer, or otherwise allow any third party to use your account or access the Product Suite.

4.6 You are responsible for all activity that occurs under your account. If you become aware of any unauthorised access or use of your account, you must notify us immediately.

Use of Digital Products

4.7 All digital products, resources, and materials accessed through the Product Suite are provided for your personal use only, with a limited single user licence, and must not be copied, reproduced, distributed, shared, sold, or otherwise exploited for commercial purposes without our prior written consent.

4.8 Your use of the Product Suite is subject to these Terms and any additional terms and conditions or acceptable use policies imposed by Kajabi or any other platform used to deliver the products. By proceeding to access the Product Suite, you represent to us that you have read any applicable platform terms and conditions, that you agree to them, in addition to these Terms.

Change or Termination of Access

4.9 During the Term, we may change, adapt or remove part or all of the Product Suite. You agree that any such conduct on our part, including where the result is your removal from the Product Suite (or part thereof) is not a breach of these Terms.

4.10 Access to the Product Suite will automatically cease upon expiry or termination of the Term, unless otherwise agreed in writing.

4.11 We reserve the right to suspend or revoke your access to the product suite immediately if you breach these Terms or any applicable platform terms.

5. Fee and Payment

Payment in Full

5.1 Unless payments of the Fee in instalments are expressly set out in the Quote or Order, you must pay the full Fee (plus applicable GST) within the time specified in the Quote or Order or, if no time is specified, within seven (7) days of the date of receipt of a tax invoice from us for the Fee.

Payment by Instalments

5.2 If the Quote or Order provides for payment of the Fee by instalments, you must pay each instalment in full on or before the due date specified in the Quote or Order. Payment of any instalment is a condition precedent to our obligation to provide the corresponding Services.

Interest on Late Payments

5.3 If any amount payable by you under these Terms is not received in cleared funds by its due date, we may, without prejudice to any other remedy, charge interest on the overdue amount at a rate of eight percent (8%) per annum, calculated daily from the due date until payment in full. Interest will capitalise monthly.

Default and Suspension

5.4 If you fail to pay any amount due under these Terms by the due date:

(a) we may suspend provision of any unperformed Services until all overdue amounts (including interest) are paid in full; and
(b) if payment remains outstanding for more than fourteen (14) days after written demand, we may terminate this Agreement immediately by written notice, without prejudice to any other rights or remedies.

No Refunds of Deposits or Instalments

5.5 We do not offer change of mind refunds. All deposits and instalments paid by the Client are strictly non-refundable, including if the Client terminates the Agreement or fails to fulfil its obligations under these Terms, except where required by law or where we terminate this agreement for our own unremedied material breach.

Bank Charges and Processing Fees

5.6 The Client is responsible for all bank charges, foreign-exchange costs, and credit-card processing fees incurred in making any payment under these Terms.

No Set-Off or Deduction

5.7 The Client must pay all amounts due under these Terms and the Quote or Order in full, without any set-off, counterclaim, deduction or withholding of any kind (except as required by law).

5.8 The Client is not entitled to withhold payment or reduce any amount payable to us on the basis of any alleged claim, right of set-off, counterclaim or other deduction, whether arising under this agreement or otherwise.

6. GST

6.1 Unless expressly stated otherwise, all amounts payable under the Agreement are exclusive of GST.

6.2 If GST is imposed on any supply made under or in connection with the Agreement, the recipient of the supply must pay to the supplier an additional amount equal to the GST payable on that supply. The additional amount must be paid at the same time and in the same manner as the consideration for the supply, subject to receipt by the recipient of a valid tax invoice.

6.3 For the purposes of this clause:

(a) "GST" has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related legislation as amended from time to time;
(b) "supply", "tax invoice", and "recipient" have the meanings given in that Act.

6.4 If an adjustment event occurs in relation to a taxable supply made under these Terms, the supplier must issue an adjustment note to the recipient, and any payment necessary to give effect to that adjustment must be made within fourteen (14) days of receipt of the adjustment note.

6.5 Each Party warrants that it is registered for GST and will notify the other Party if it ceases to be registered during the Term.

7. Our Obligations

7.1 Throughout the Term, we will:

(a) perform the Services diligently, competently, and in a manner that upholds the professional reputation of both Parties;
(b) provide you with the Services and inclusions as set out in the Order or Quote, within the Term;
(c) use reasonable skill, care, and diligence in delivering all Services, support, and resources;
(d) make reasonable efforts to accommodate Client requests for scheduling or rescheduling of coaching calls, subject to the notice requirements and availability within the Term;
(e) ensure all information, materials, and Services provided to you are accurate to the best of our knowledge and comply with all Applicable Laws, including the Australian Consumer Law;
(f) maintain the confidentiality of all Client information disclosed during the engagement, except where disclosure is required by law;
(g) provide access to any additional resources or product suite included in the package for the duration of the Term; and
(h) promptly notify you of any material changes to the Services or inclusions.

8. Client Obligations

8.1 You must:

(a) punctually pay the Fee in the manner prescribed by clause 4;
(b) provide all information, materials, and access reasonably required by us to enable the proper delivery of the Services, and ensure that all such information is accurate and complete;
(c) attend all scheduled coaching calls on time and provide at least 2 Business Days written notice if a reschedule is required, acknowledging that failure to provide sufficient notice may result in forfeiture of that session;
(d) use the Services, including any support channels (such as Telegram), in a respectful and reasonable manner, and not for any unlawful, improper, or abusive purpose;
(e) respond promptly to reasonable requests for information or feedback from us that are necessary for the delivery of the Services;
(f) comply with all Applicable Laws in connection with your use of the Services;
(g) promptly notify the us in writing of any change to your contact details or other relevant information;
(h) maintain the confidentiality of any information provided by us;
(i) not record, reproduce, distribute, or share any calls, materials, or resources provided as part of the Services without our prior written consent;
(j) use any resources or materials provided as part of the Services solely for your own personal use and not for commercial exploitation or distribution to third parties.

9. Intellectual Property

9.1 Any and all Intellectual Property rights (including copyright and all rights in audio, video, photographic or written content) in materials created, recorded or produced by or on behalf of the Coach from or in connection with the Services (including but not limited to recordings, frameworks, templates, transcripts, slides, notes, and related materials) shall vest in and be owned exclusively by the Coach.
9.2 The Client irrevocably grants to the Coach (and warrants that it has the authority to grant) a perpetual, worldwide, royalty-free licence to use, reproduce, adapt, edit, publish, communicate to the public, distribute, display and otherwise exploit any Intellectual Property created during the Term as a result of, or in connection with, the Services.
9.3 The Client acknowledges and agrees that it will not be entitled to any fee, royalty, payment or other compensation for any use or exploitation by the Coach of the materials or rights described in this clause.
9.4 This clause survives expiry or termination of this agreement.
9.5 Nothing in these Terms transfers ownership of any Intellectual Property of one Party to the other.

10. Disclaimers & Client Acknowledgements

10.1 You acknowledge and agree:

(a) The Coach is not, and does not represent themselves to be, a financial adviser, legal practitioner, health professional, or any other licensed or accredited professional under Australian law, and does not provide financial, legal, accounting, medical, psychological, or other regulated advice or services.
(b) Any discussions, guidance, strategies, or information provided by the Coach during the course of the Term, including but not limited to discussions about business performance, business or personal income, wellbeing, business strategy, or similar topics, are provided solely for general informational and educational purposes.
(c) You are solely responsible for obtaining independent financial, legal, health, or other professional advice as required before acting on any information or guidance provided by the Coach.
(d) Your reliance on information, suggestions, or discussions of the nature described above is at your own risk.
(e) The Services are provided via online platforms and third-party technologies, including but not limited to websites, Kajabi, Telegram, and other similar platforms as may be used from time to time and the Coach does not own, operate, or control these platforms and makes no representation or warranty as to their ongoing availability, functionality, security, or uptime.
(f) The Coach does not guarantee uninterrupted access to the Services and is not responsible for any disruption, delay, unavailability, or loss of access to the Services arising from any downtime, technical failure, maintenance, or other event affecting any third-party platform.
(g) You are and remain responsible for ensuring you have appropriate internet access, compatible devices, and the necessary accounts to access the platforms through which the Services are delivered.
(h) You are solely responsible for any and all marketing activities, campaigns, or strategies that they choose to implement as a result of the Services, including any guidance, recommendations, or information provided by the Coach.
(i) The Coach does not control, direct, or supervise the manner in which the Client implements any marketing activities, and has no responsibility or liability for the outcomes, effectiveness, compliance, or consequences of any such marketing.
(j) The Client is responsible for ensuring that all marketing activities they undertake comply with all Applicable Laws, including but not limited to the Australian Consumer Law, the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth), and any relevant advertising standards or industry codes.

10.2 To the maximum extent permitted by law, you release and indemnify the Coach from any and all liability, Loss, claim, or damage, arising directly or indirectly from:

(a) your reliance on any information, guidance, or discussion contemplated by this clause 10, provided during the course of the Services;
(a) any disruption to, or unavailability of, the Services due to downtime or failure of any third-party platform; and
(b) any marketing activities or campaigns implemented by the Client, regardless of whether such activities were discussed or recommended during the provision of the Services.
10.3 Nothing in this clause excludes any rights or remedies available to you under the Australian Consumer Law or any other applicable legislation that cannot lawfully be excluded.

11. Indemnities and Liability
Indemnity

11.1 The Client irrevocably indemnifies and covenants to hold the Coach harmless from and against all Losses suffered by the Coach (including third party claims against the Coach) which arise in connection with any breach of this agreement by the Client and/or any negligent or other tortious conduct of the Client.

11.2 For the purposes of this clause, “Loss” expressly includes all legal costs and disbursements on a full indemnity basis, regardless of whether such costs are awarded by a court or incurred in defending, settling, or responding to a Claim.
Indemnities continuing

11.3 Each indemnity contained in this Agreement is an additional, separate, independent and continuing obligation that survives the termination of this agreement despite any settlement of account or other occurrence and remains in full force and effect until all money owing, contingently or otherwise, under the relevant indemnity has been paid in full.
Limitation of Liability

11.4 Each Party warrants, represents, and undertakes to the other that:

(a) it has full right, power, and authority to enter into these Terms and to perform its obligations;
(b) its acceptance, execution, delivery, and performance of these Terms does not and will not violate any agreement, instrument, or court order binding on it;
(c) all materials and content supplied by it are original to it or it has obtained all necessary third-party licences and consents to supply it;
(d) it will comply with all Applicable Laws.

11.5 To the maximum extent permitted by law and except as otherwise set out in this agreement, the Coach and its Personnel expressly disclaim all conditions, representations and warranties (whether express or implied, statutory or otherwise) in relation to the Services, including any implied warranty of merchantability and fitness for a particular purpose.

11.6 The Coach is not liable, and the Client releases the Coach from any liability arising out of or in connection with, any defects in the Services arising out of or in connection with the misuse, accidental damage, alterations by third parties, or events not directly caused or contributed to by it.

11.7 Nothing in these terms limits, or is intended to limit, the Client’s rights under the ACL or any other statutory warranties that apply under Applicable Law.

11.8 Where the conditions, representations and warranties referred to in this clause 11 cannot be disclaimed or excluded by law, then the aggregate liability of the Coach and its Personnel in respect of any Claim for Losses that the Client and/or any of its Personnel may bring against the Coach in respect of the Services is limited, at the Coach’s election, to one or a combination of the following remedies:

(a) re-supply of the Services;
(b) payment of the costs of re-supply of the Services by a third party; or
(c) the refund of any amounts paid (either in full or part) by the Client to the Coach under this agreement in respect of the Services.

Force majeure

11.9 To the maximum extent permitted by law, the Coach and its Personnel expressly exclude liability for any damage and/or delay in the performance of any obligation of the Coach under this agreement where such damage or delay is caused by circumstances beyond the reasonable control of the Coach. The Client acknowledges and agrees that the Coach holds the benefit of this clause 11.9 for itself and as agent and trustee for and on behalf of each of its Personnel.

Remedies for breach

11.10 Each party acknowledges and agrees that, in the event of any breach by the other party of the provisions of clause 12 (Confidentiality), clause 13 (Non-disparagement) or clause 14 (Non-solicitation), damages may not be an adequate remedy and the first-mentioned party may, in addition to any other remedies, obtain an injunction restraining any further violation by the other party and other equitable relief, together with recovery of costs.

12. Confidentiality

12.1 Each Party must keep strictly confidential and not disclose to any third party any Confidential Information supplied by the other Party except with that Party’s prior written consent, as required by law or otherwise as permitted by these Terms.

12.2 A Party may disclose Confidential Information to its legal, financial and insurance advisers and to its Personnel who have a demonstrable need to know, provided that such recipients are bound by confidentiality obligations no less onerous than those contained in this clause.

12.3 The Client:

(a) authorises the Coach to:
(i) use feedback and positive testimonials, provided in any manner, for advertising and promotional business purposes on public platforms; and
(ii) disclose the Client’s identity and that the Client is a client of the Coach, with prior permission from the Client, on public platforms.
(b) agrees that at no time will compensation be provided to the Client for any such use or disclosure and that disclosures made in accordance with this clause shall not be in breach of these Terms.

12.4 On termination or expiry, each Party must promptly return (or, at the disclosing Party’s election, securely destroy) all Confidential Information of the other Party, save for one archival copy retained solely for evidentiary or compliance purposes.

12.5 This clause survives the termination or expiry of the Agreement.

13. Non-Disparagement

13.1 Subject to clause 13.2, on and from the acceptance of the Quote or Order, each party must not:

(a) make, express, transmit, speak, write, verbalise or otherwise communicate in any way (directly or indirectly, in any capacity or manner) any remark, comment, message, information, declaration, communication or other statement of any kind (whether verbal, in writing, electronically transferred or otherwise) that might reasonably be construed to be critical of, or derogatory or negative towards, any other party or any Personnel of any other party; or
(b) cause, further, assist, solicit, encourage or knowingly permit any other person to do so, or support or participate in any other person doing so, and must take all reasonable steps to prevent its Personnel from doing so.

13.2 Clause 13.1 shall not prohibit any party from making any statement or disclosure as required by law or court order, provided that such party must:

(a) promptly notify the other party in writing in advance of any such statement or disclosure, if reasonably practicable; and
(b) reasonably assist the other party in obtaining confidential treatment for, or avoiding or minimising the dissemination of, such statement or disclosure to the extent reasonably requested by any party.

14. Non-Solicitation

14.1 During the term the Agreement and for each Non-Solicitation Period thereafter, the Client must not, without our prior written consent (which we may withhold or delay in our absolute discretion), directly or indirectly:

(a) (non-solicitation suppliers) interfere with or disrupt, or attempt to interfere with or disrupt, any relationship, whether contractual or otherwise, between us and any of our suppliers, distributors or joint venture partners, or identified prospective suppliers, distributors or joint venture partners; or
(b) (non-solicitation of staff) induce, encourage or solicit any of our officers, employees, contractors or agents to cease their employment, engagement or agency with us.

14.2 You acknowledge and agree that:

(a) the restraints in clause 14.1 constitute several separate covenants and restraints consisting of each of clauses 14.1(a) and 14.1(b) combined with each separate Non-Solicitation Period severally;
(b) each of those separate covenants and restraints is a fair and reasonable restraint of trade that goes no further than is reasonably necessary to protect our goodwill and business;
(c) the Client has received substantial and valuable consideration for each of those separate covenants and restraints, including its receipt of the Services; and
(d) breach by the Client of any of those separate covenants and restraints would be unfair and calculated to damage our goodwill and business and would lead to substantial loss to us.

14.3 The parties intend the covenants and restraints under clauses 14.1 to operate to the maximum extent. If any of those separate covenants and restraints would, in the absence of this clause 14.3, be void as unreasonable for the protection of the interests of the Coach but would not be so void if any part of the wording in this clause 14 (including any defined terms) was deleted or amended, the separate covenants and restraints will apply with the minimum modifications necessary to make them effective.

15. Compliance with Laws

Each Party shall at all times comply, and procure that its Personnel comply, with Applicable Laws and with any lawful direction of a competent governmental or regulatory authority relating to the performance of these Terms.

16. Force Majeure

16.1 If a Party’s performance of its obligations is prevented, hindered or delayed by a Force Majeure Event, that Party (Affected Party) shall give the other Party written notice of the details and expected duration within five (5) Business Days of becoming aware. The Affected Party’s obligations are suspended for the duration of the Force Majeure Event, but only to the extent affected.

16.2 The Affected Party must use all reasonable endeavours to mitigate the effect of the Force Majeure Event and resume full performance as soon as reasonably practicable. If a Force Majeure Event continues for more than forty-five (45) consecutive days and materially frustrates the purpose of these Terms, either Party may terminate the contract by written notice without liability other than for amounts accrued up to the date of termination.

17. Termination

17.1 Either Party may terminate these Terms immediately by written notice to the other Party if that other Party:

(a) subject to compliance with clause 18, commits a Material Breach; or
(b) suffers an Insolvency Event (being liquidation, administration, receivership, scheme of arrangement with creditors, bankruptcy or analogous event).

17.2 Upon expiry or termination for any reason:

(a) all monies owing but unpaid become immediately due and payable; and
(b) the Coach will have no further obligation to supply Services not already supplied as at the effective date of termination, save where termination is due to the Coach’s own unremedied Material Breach under clause 17.1(a).

17.3 Clauses which by their nature are intended to survive termination or expiry (including but not limited to clauses 12, 13, 14, 15, 18, 25 and this clause 17) shall so survive.

18. Dispute Resolution

18.1 In the event of a breach, dispute or disagreement arising out of or in connection with the Agreement, and before terminating (whether under clause 17 or otherwise), commencing any legal action or other formal dispute resolution proceedings, the parties must first comply with the process set out in this clause 18.

18.2 Step 1 – Dispute Notice: A Party claiming that a dispute has arisen under or in connection with these Terms must give the other Party a written Dispute Notice containing particulars of the dispute and the relief sought.

18.3 Step 2 – Response: Within five (5) Business Days after receipt of the Dispute Notice, the recipient must deliver a written Notice of Response stating its position and any counter-requests.

18.4 Step 3 – Meeting: Within ten (10) Business Days after delivery of the Notice of Response (or any other timeframe agreed between the Parties, but not more than 20 Business Days), senior executives (i.e. Directors or Owners) of both Parties (with authority to settle the dispute) must meet in person or by videoconference and endeavour in good faith to resolve the dispute.

18.5 Step 4 – SBDC Mediation: If the dispute remains unresolved five (5) Business Days after the Meeting, the Party issuing the Dispute Notice must refer the dispute to the Small Business Development Corporation (SBDC) for mediation. The Parties will cooperate fully with the SBDC’s procedures and rules to progress the dispute to a mediation.

18.6 Step 5 – Attendance: Each Party must attend the mediation sessions in good faith and be represented by a person having full authority to negotiate and settle the dispute.

18.7 If the dispute is not resolved within twenty (20) Business Days after the conclusion of the SBDC mediation process, either Party may commence proceedings in the courts of Western Australia.
18.8 Nothing in this clause or otherwise in these Terms restricts a Party from seeking urgent interlocutory or injunctive relief where justified.

19. Notices

19.1 Any notice, demand, consent or other communication (Notice) required or permitted under these Terms must be in writing and addressed to the relevant Party at the email address last notified in writing.

19.2 A Notice sent by email is deemed to have been received at the time the sender’s email system records that the email has left its server, unless the sender receives an automated delivery-failure notification within two (2) hours of that time.

19.3 Either Party may change its notice details by written notice to the other Party.

20. Assignment and Novation

20.1 Neither Party may assign, novate, subcontract or otherwise deal with any of its rights or obligations under these Terms without the prior written consent of the other Party, which consent must not be unreasonably withheld or delayed.

20.2 Any purported dealing in breach of clause 20.1 is void and of no effect.

21. Variation

21.1 These Terms may only be varied in writing, signed by both Parties.

21.2 Any agreed variation will take effect on the date specified in that variation document.

22. Waiver

A waiver of any right, power or remedy must be in writing and signed by the Party granting it. No failure or delay by a Party to exercise a right operates as a waiver, nor does a single or partial exercise of a right preclude any further exercise of that or any other right.

23. Severance

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision is severed to the extent of the invalidity, illegality or unenforceability, and the remaining provisions remain in full force and effect.

24. Relationship of Parties

Nothing in these Terms creates or is intended to create any partnership, joint venture, fiduciary, employment or agency relationship between the Parties. Each Party acts as an independent contractor in performing its obligations. Neither Party may bind the other Party in contract or otherwise represent to any person that it has authority to do so.

25. Governing Law and Jurisdiction

25.1 These Terms are governed by, and must be construed in accordance with, the laws of Western Australia and the Commonwealth of Australia.

25.2 Each Party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia and the courts entitled to hear appeals from those courts.

26. Interpretation

26.1 Headings and titles included in these Terms are inserted solely for the convenience and ease of reference of the Parties, and shall have no bearing on or influence over the meaning, construction, or interpretation of any provision of these Terms.

26.2 Any reference in these Terms to a statute, regulation, code, or other legislative instrument is deemed to include:

(a) All amendments, modifications, consolidations, or reenactments thereof as in effect on the date of this Agreement; and
(b) Any subordinate instruments, rules, or orders issued under such legislative instrument.

26.3 In interpreting the provisions of these Terms, unless the context unambiguously requires otherwise, the following rules of construction shall apply:

(a) The use of words importing the singular shall be construed to include the plural, and vice versa;
(b) References to any "person" shall include natural persons, corporations, partnerships, trusts, joint ventures, associations, governmental entities, and any other entities capable of holding legal rights and obligations; and
(c) The term "including" shall be construed as being illustrative only and shall mean "including, but not limited to," in all instances where it is used.

27. Definitions

27.1 Where a term is defined in the Quote or Order and that definition is inconsistent with this clause 27, the definition in the Quote or Order prevails for the purposes of that Quote or Order and these Terms.

27.2 For the purposes of the Agreement, the following definitions apply, unless specified otherwise in these Terms, the Order or the Quote can be found here.