Client Engagement Agreement Terms
1. The Services
1.1 In return for payment of the Fees, we will provide you the Services in accordance with this Agreement.
1.2 We will ensure that we maintain all licences that are necessary for us to lawfully provide the Services.
1.3 For each Statement of Work, you will permit us to commence providing the Services by the relevant Commencement Date.
1.4 You will:
(a) perform any customer responsibilities specified in the relevant Proposal; and
(b) provide us with: (i) any inputs (including provision of all documentation) requested or required by us; (ii) your co-operation and assistance; and (iii) access to your personnel and your Systems, to the extent that is reasonably necessary to enable our timely performance of our obligations under this Agreement.
1.5 We may sub-contract the performance of any work under this Agreement. However, any subcontracting by us does not diminish or otherwise affect our obligations to you under this Agreement.
2. Statement of Works and scope management
2.1 We will provide the Services as Time and Materials Services and/or as Fixed Price Services and/or Ongoing Services and you will pay us the Fees as applicable.
2.2 From time to time and in consultation with you, we will prepare a proposed Statement of Work. Each proposed Statement of Work is valid for 30 days from its date of issue (after which time it automatically lapses) and will refer to or specify a proposed scope of Services to be provided under this Agreement, along with the relevant Fees. Once signed by both parties (and only then), a Statement of Work forms part of, and is governed by, this Agreement (whether or not signed before or after the date of this Agreement).
2.3 You acknowledge and agree that:
(a) any Services provided by us to you that do not fall within the scope of the Fixed Price Services will be deemed to be Time and Materials Services; and
(b) any Services provided by us to you that do not fall within the scope of the Ongoing Services will be deemed to be Time and Materials Services; and
(c) you will pay us the Time and Materials Fees in respect of those services.
2.4 If you require a Variation, then you may issue us with a Variation Request and we will prepare a proposed Statement of Work in response to that request. This proposed Statement of Work will specify the scope of the Variation, along with any resulting increase to the Fixed Price Fees.
2.5 If you approve the proposed Statement of Work in relation to a Variation (by signing it), then the Variation is incorporated into the scope of the Fixed Price Services and any change to Fixed Price Fees immediately becomes effective.
2.6 We will use our reasonable endeavours to provide the Services within the timeframes specified in any project plan included in the relevant Proposal or as agreed between us and you from time to time. However, we are not liable to you for any damage, expense, loss or liability suffered or incurred by you resulting from any delays in our provision of the Services or failure to meet these timeframes.
3. Ongoing Services Term
3.1 We will provide the Ongoing Services during the initial Ongoing Services Term and then successive Ongoing Services Terms, unless the Ongoing Services are terminated in accordance with this Agreement.
3.2 Either party may terminate the Ongoing Services by giving the other party not less than 3 months written notice prior to the end of the then current Ongoing Services Term (in which case the termination will be effective at the end of that Ongoing Services Term).
3.3 Termination of the Ongoing Services does not affect the remainder of this Agreement, which will continue without change.
4. Management and personnel
4.1 We will appoint our Account Manager who is responsible for the overall planning, supervision and control of the provision of the Services. You will appoint your Representative to act on your behalf with respect to all matters under this Agreement.
4.2 The parties will ensure that the persons appointed under clause 3.1 meet regularly in relation to the performance of the Services at agreed times and places.
4.3 We will provide you with regular updates on the progress of the Services at the times agreed between the parties.
4.4 Where we have advised you that a resource has been committed to the provision of the Services at specific times (for example, by providing you with a project plan which includes the scheduling of that resource), then you will give us at least 3 Business Day's prior written notice if you require us to postpone or cancel that resource. Otherwise, you will pay us the Time and Materials Fees for that resource during any resulting downtime period (up to a maximum of 3 full working days).
4.5 Where we have nominated a specific resource for the provision of the Services, then we may at any time replace that resource with new resource who has at least the same qualifications and skills.
4.6 During the currency of a Statement of Work and for 12 months after its expiry or completion, you will not directly or indirectly induce any of our employees or contractors who worked or are working directly in relation to the Services provided under that Statement of Work to leave our employment or engagement without our prior written consent. In the event of a breach of this clause 4.6, you will pay us, by way of liquidated damages, an amount equal to 6 months' total remuneration of the relevant employee or contractor.
5. Security and access
5.1 You grant us and our personnel access to your premises and your Systems.
5.2 We will:
(a) comply with all of your security and office regulations notified by you to us;
(b) use and access your Systems (either
(c) report to you any loss of, or fault in, access to your Systems.
6.1 You will pay us:
(a) the Time and Materials Fees for any Time and Materials Services;
(b) the Fixed Price Fees for any Fixed Price Services;
(c) the Ongoing Service Fees for any Ongoing Services; and
(d) the Product Fees for any Products.
6.2 You acknowledge and agree that:
(a) our Rates do not include travel, accommodation and other out of pocket expenses;
(b) our daily Rates are based on a maximum working day of 8 hours, charged in minimum increments of 4 hours; and
(c) our Rates remain fixed until the end of the quarter in which the relevant Statement of Work specifying the Rates was signed by us, but are subject to review and change at the beginning of each subsequent quarter.
6.3 Where you elect to prepay Time and Materials Fees, then:
(a) we will credit those prepayments towards any Time and Material Fees payable by you under this Agreement during the next 12 months (with any unused credit being forfeited on the first anniversary of the prepayment date); and
(b) the credit will be applied at our Rates which apply at the time we actually invoice you for the relevant Time and Materials Fees.
6.4 We will issue you with invoices for Fees for completed Services and the provision of Products in accordance with the relevant Statement of Work.
6.5 We will ensure that all invoices issued under this Agreement contain the following information:
(a) any project name or contract number assigned to this Agreement by you and notified to us;
(b) the name of your Representative;
(c) a summary description of the Services and Products provided to you; and
(d) details of the method of calculation of the Fees.
6.6 You will pay all invoices for Fees issued in accordance with this Agreement:
(a) within 30 days of the date of the invoice; and
(b) directly into our bank account as specified on the invoice.
7.1 the expressions Consideration, GST, Input Tax Credit, Recipient, Supply, Tax Invoice and Taxable Supply have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act); and
7.2 Supplier means any party treated by the GST Act as making a Supply under this Agreement.
7.3 Unless otherwise expressly stated, all Fees, prices or other sums payable or Consideration to be provided under or in accordance with this Agreement are exclusive of GST.
7.4 If GST is imposed on any Supply made under or in accordance with this Agreement, the Recipient of the Taxable Supply will pay to the Supplier an additional amount equal to the GST payable on or for the Taxable Supply, subject to the Recipient receiving a valid Tax Invoice in respect of the Supply at or before the time of payment. Payment of the additional amount will be made at the same time as payment for the Taxable Supply is required to be made in accordance with this Agreement.
7.5 If this Agreement requires a party (First Party) to pay for, reimburse, set off or contribute to any expense, loss or outgoing (Reimbursable Expense) suffered or incurred by the other party (Other Party), the amount required to be paid, reimbursed, set off or contributed by the First Party will be the sum of:
(a) the amount of the Reimbursable Expense net of Input Tax Credits (if any) to which the Other Party is entitled in respect of the Reimbursable Expense (Net Amount); and
(b) if the Other Party's recovery from the First Party is a Taxable Supply, any GST payable in respect of that Supply, such that after the Other Party meets the GST liability, it retains the Net Amount.
8.1 Contract Material
8.1.1 We hereby agree that the IP in each item of Contract Material will vest in each party jointly as follows:
(a) that IP vests in us on and from the date of its creation or development, as the case may be; and
(b) that IP vests in you on and from the date on which we receive payment in full of all Fees relating to the Services which incorporate the relevant item of Contract Material.
8.1.2 Each party will do all things necessary, including the execution of all necessary documents, to give effect to the joint ownership of IP in the Contract Material as set out in clause 8.1.1(a)
8.1.3 In consideration of us granting you joint ownership of the IP in the Contract Material, you acknowledge and agree that:
(a) we are entitled to sell, assign, licence and sub-licence, and otherwise deal with (in any manner in which we in our absolute discretion see fit) that IP;
(b) we are entitled to retain the proceeds of any sale, assignment, sub-licence, licence or dealing under clause 8.1.3(a) for our absolute benefit; (ii) you will not sell, assign, licence, sub-licence or otherwise deal with that IP; and (iii) you may only use that IP solely for the purpose of operating and maintaining the Deliverables.
8.2 Existing Material
8.2.1 We hereby grant you a perpetual, non-exclusive, non-transferable and royalty-free licence, to use the IP in the Existing Material only for the purpose of operating and maintaining the Deliverables. This licence commences on the date on which we receive payment in full of all Fees relating to the Services which incorporate the relevant Existing Material.
8.2.2 All rights, title and interest (including IP) in the Existing Material remain vested absolutely in us.
8.2.3 You have no rights to on-sell, licence, sub-licence or otherwise deal with any IP in the Existing Material and will not alter or remove any copyright notice included by us in any Existing Material.
8.3 Client Material
8.3.1 The Client Material and all IP in the Client Material remain your property.
8.3.2 We will maintain and keep secure and separate all Client Material in our power, possession or control, and will not do or cause to be done anything which would prejudice the subsistence of your right, title and interest in the Client Material.
8.4 Third Party Material
8.4.1 We will obtain for you a licence to use the IP in any Third Party Material.
8.4.2 You acknowledge that any rights to any Third Party Material will be subject to the relevant third party's licence terms.
9. Confidential Information
9.1 A party receiving Confidential Information will ensure that:
9.1.1 the Confidential Information is:
(a) maintained confidentially;
(b) not disclosed to or used by any third party;
(c) maintained so as to prevent disclosure or unauthorised use with at least the standard of care that the receiving party maintains to protect its own confidential information;
(d) only used for the purpose of this Agreement; and
(e) not reproduced in any form except as required for the purpose of this Agreement;
9.1.2 Access to Confidential Information is:
(a) only given to those officers, employees, contractors and advisers of it or of its Related Bodies Corporate that requires access for the purpose of this Agreement; and
(b) those officers, employees, contractors and advisers are informed of the confidential nature of the Confidential Information and required to keep that information confidential.
9.1.3 Unless otherwise provided in this Agreement:
(a) all Confidential Information remains the exclusive property of the party disclosing the Confidential Information; and
(b) no rights in respect of Confidential Information are granted or conveyed to the party receiving the Confidential Information.
9.1.4 In the event that a party is legally required to disclose any Confidential Information, that party will immediately notify the other party of that fact.
10.1 We will provide the Services:
(a) with a level of professional skill and care at least equal to the level of skill and care of a professional organisation experienced in providing services of the type and complexity of the Services; and
(b) in accordance with:
(i) all applicable laws, regulations and standards; and
(ii) your reasonable directions in relation to the Services.
10.2 Warranty for Fixed Price Deliverables
(a) We will notify you in writing when we have delivered to you all of the Fixed Price Deliverables under a Statement of Work.
(b) We warrant that during the Warranty Period, all of those Fixed Price Deliverables will be free from Defects.
(c) Your exclusive remedy for breach of the warranty in clause 10.2(b) is to have any Defects remedied in accordance with clause 10.3.
10.3 If, during the Warranty Period, you notify us of a Defect in any Fixed Price Deliverable, we will:
(a) at our own expense remedy the Defect and deliver any necessary remedied Fixed Price Deliverable to you; or
(b) explain to the reasonable satisfaction of your Representative why the claimed Defect does not exist.
11. IP warranty and indemnity
11.1 We warrant that:
(a) none of the Contract Material or the Existing Material infringes the IP of any person; and
(b) we have the right and power to:
(i) provide the Deliverables to you;
(ii) provide the Services to you; and
(iii) grant to you the licences granted under this Agreement.
11.2 Subject to you strictly complying with your obligations under clause 12, we will indemnify you against any damage, expense, loss or liability suffered or incurred by you arising in respect of any Infringement Claim.
12. Infringement Claims
12.1 In the event that an Infringement Claim is made against you:
(a) you will immediately notify us and provide us with full details of the Infringement Claim;
(b) we have the right to conduct the defence of the Infringement Claim and any settlement discussions arising from the Infringement Claim;
(c) you will provide us with your reasonable assistance in respect of the Infringement Claim;
(d) no settlement may be reached, or admission made, in respect of an Infringement Claim without our consent; and
(e) if the parties to the Infringement Claim agree or if it is otherwise determined that an infringement of any IP of any person has occurred in relation to any Contract Material or Existing Material, we will either (at our option):
(f) replace or modify the relevant Material (without adversely affecting its intended purpose) to render its use non-infringing; or
(g) procure for you a valid written licence of all the IP in the relevant Material so as to give effect to clause 7.1 or clause 7.2 (as the case may be).
13.1 If you are a Consumer, you are entitled to certain Consumer Rights that cannot be excluded. Otherwise, we exclude all terms, conditions, warranties, guarantees, representations and obligations in relation to the Deliverables and/or the Services which are implied or granted by statute or general law.
13.2 Subject to clause 13.3, our liability for loss suffered or incurred by you is limited to us (at our election):
(a) in respect of goods supplied under this Agreement:
(i) replacing the goods or supplying equivalent goods;
(ii) repairing the goods;
(iii) paying the cost of replacing the goods or of acquiring equivalent goods; or (iv) paying the cost of having the goods repaired,
(b) in respect of services supplied under this Agreement:
(i) resupplying the services; or
(ii) paying the cost of having the services supplied again.
13.3 If you are a Consumer, clause 13.2 does not apply:
13.4 where it is not fair or reasonable for us to rely on that clause; or in relation to rights granted under sections 51, 52 and 53 of the Australian Consumer Law.
13.5 Where we are liable to you in circumstances which are not covered by clause 13.2 , our total liability to you for all events and occurrences in respect of this Agreement , whether in contract, tort, under statute or otherwise, is limited to the total of all Fees paid by you under the relevant Statement of Work during the 6 months prior to the date on which the relevant event arises.
13.6 However, the limitation of liability in this clause 13.4 does not apply to limit our liability to you in relation to:
(a) personal injury including sickness and death;
(b) loss of or damage to tangible property;
(c) any liability under clause 11.2; and
(d) criminal conduct, fraud or wilful misconduct.
13.7 Except for any Consumer Rights:
(a) we are not liable to you in any circumstances for any indirect, economic, special or consequential loss or damage, loss of revenue, time, goodwill, data, anticipated savings, opportunity, loss of production and loss of profit in respect of this Agreement or the supply of any goods and/or services; and
(b) our liability in respect of this Agreement is reduced to the extent that the relevant loss or damage:
(i) was caused or contributed to, by you; or
(ii) arises from inaccurate data or information provided by you.
14.1 Either party may terminate a Statement of Work by giving 30 days written notice to the other party.
14.2 Either party may terminate this Agreement at any time with immediate effect by giving notice to the other party if:
(a) the other party breaches any provision of this Agreement and fails to remedy that breach within 15 days after receiving notice from the first party requiring it to do so; or
14.3 A party will notify the other party immediately if:
(a) the party ceases to carry on business;
(b) the party becomes subject to any form of insolvency administration;
(c) the party ceases to be able to pay its debts as they become due;
(d) any step is taken by a mortgagee to take possession or dispose of the whole or part of the party's assets, operations or business;
(e) any step is taken to enter into any arrangement between the party and its creditors; or
(f) any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, a controller, an administrator or other like person of the whole or part of the party's assets, operations or business.
14.4 On the expiry or termination of this Agreement for any reason:
(a) we will invoice you for any unbilled work in progress as at the date of termination; and
(b) you will immediately pay all outstanding invoices for Fees issued in accordance with this Agreement.
(c) you will be responsible for any Ongoing Platform costs for the Initial Term and/or Ongoing Terms.
The termination or expiry of this Agreement does not prejudice any antecedent rights, duties, obligations or liabilities of either party.
15. Dispute resolution
15.1 If a Dispute arises, then the parties will endeavour to have their Dispute Representatives settle the Dispute by mediation conducted in Brisbane in accordance with the Australian Commercial Disputes Centre Mediation Guidelines for Commercial Disputes (in force from time to time) (Guidelines), before having recourse to arbitration or litigation.
15.2 The Guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved.
15.3 The terms of the Guidelines are deemed to be incorporated into this Agreement.
16.1 This Agreement constitutes the entire agreement between the parties as to its subject matter and supersedes all prior representations and agreements in connection with that subject matter.
16.2 Any amendments and special conditions to this Agreement are specified in the Details Section. Otherwise, this Agreement may only be amended in writing signed by both parties.
16.3 Each party warrants that it has the authority, power and capability to enter into and to perform its obligations under this Agreement and that its obligations under this Agreement are binding and enforceable.
16.4 Our obligations under this Agreement are suspended for any period that we are prevented from performing them by any Force Majeure Event.
16.5 We may refer to our provision of the Services to you for marketing, publicity and reference purposes.
16.6 A party giving a written notice under this Agreement will do so:
(a) in writing signed by your Representative or our Account Manager (as the case may be); and
(b) to the postal address, fax number or email address of your Representative or our Account Manager (as the case may be) as set out in the Details Section or as otherwise notified in writing from time to time.
16.7 Each term of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. If any term of this Agreement is held to be prohibited by or invalid under applicable law, that term is ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
16.8 A term of this Agreement may not be waived except in writing signed by the party granting the waiver. The waiver by a party of a breach by another party of any term of this Agreement does not operate as a waiver of another or continuing breach by that party of that term or any other term of this Agreement.
16.9 You will not assign or novate any of your rights or obligations under this Agreement without our prior written consent (which we may withhold in our absolute discretion). We may assign or novate any of our rights or obligations under this Agreement to any person by notice to you.
16.10 The parties acknowledge that nothing in this Agreement constitutes a relationship of joint venture, employment or partnership between them.
16.11 Neither party may recover from the other party any amounts due under this Agreement or any other agreement by way of set-off.
16.12 Unless otherwise specified, each party will pay all its costs associated with negotiating and entering into this Agreement and complying with its obligations under this Agreement.
16.13 If this Agreement consists of a number of signed counterparts, each is an original and all of the counterparts together constitute the same document.
16.14 This Agreement is governed by the laws applicable in the State of Queensland. The parties submit to the non-exclusive jurisdiction of the courts of that State.
17.1 Account Manager means our account manager named in the Details Section.
17.2 Australian Consumer Law means the Australian Consumer Law contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth).
17.3 Business Day means a day on which banks are open in Brisbane (excluding Saturday and Sunday).
17.4 Client Material means all Material provided by you to us for the purposes of this Agreement.
17.5 Commencement Date means the commencement date specified in a Statement of Work.
17.6 Confidential Information means all confidential information of a party, including:
(a) this Agreement and its terms;
(b) all Material provided by a party to the other party;
(c) all financial and business information relating to a party;
(d) all information relating to customers or suppliers of a party;
(e) all technical information, business and testing procedures and processes, methods and plans relating to a party;
(f) information provided by either party to the other which is designated in writing as confidential; and
(g) all other information not generally known to the public relating to either party's business, except where that information is:
(i) made public other than by the receiving party breaching this Agreement;
(ii) known to the receiving party free of any obligation to keep it confidential;
(iii) independently developed by the receiving party without use, directly or indirectly of Confidential Information received from the disclosing party; or
(iv) required to be disclosed by law.
17.7 Consumer has the same meaning as in the Australian Consumer Law.
17.8 Consumer Rights means your rights if you are a Consumer contained in the Australian Consumer Law.
17.9 Contract Material means all Material provided, created or developed by us or on our behalf for you under this Agreement, but does not include the Existing Material, the Third Party Material or the Client Material.
17.10 Defect means any failure of a Fixed Price Deliverable to conform to the Specifications, unless due to:
(a) any modification, variation or addition to the Fixed Price Deliverable not performed by us;
(b) incorrect use, abuse or corruption of the Fixed Price Deliverable; or
(c) the use of the Fixed Price Deliverable with other software or on equipment which is defective or with which the Fixed Price Deliverable is incompatible.
17.11 Deliverable means the specific tasks that we will complete or Material that we will provide to you under this Agreement as referred to or specified in a Statement of Work or a Proposal.
17.12 Details Section means the front part of this Agreement, which contains various details in respect of this Agreement.
17.13 Dispute means any dispute between the parties in relation to this Agreement.
17.14 Dispute Representative of a party means the dispute representative named in the Details Section.
17.15 Existing Material includes the Triggerfish Corporation Products and means any Material in which we own the IP which:
(a) was in existence prior to the date of this Agreement; or
(b) was brought into existence other than pursuant to our obligations under this Agreement; and:
(i) is used by us in performing our obligations under this Agreement;
(ii) is incorporated in any Deliverable; or
(iii) is necessary for you to fully enjoy the benefits of any Deliverable.
17.16 Fees means the Time and Materials Fees, the Fixed Price Fees and the Product Fees.
17.17 Fixed Price Fees means the fees referred to or specified in a Statement of Work or a Proposal which are payable for the provision of the Fixed Price Services.
17.18 Fixed Price Services means any fixed price services referred to or specified in a Statement of Work or a Proposal.
17.19 Fixed Price Deliverable means a Deliverable which is incorporated into the Fixed Price Services.
17.20 Force Majeure Event means any cause beyond our reasonable control, including, your act or omission, fire, storm, flood, earthquake, explosion, accident, act of public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, transportation embargo or failure or delay in transportation, plant or equipment breakdown, act of God, act (including laws, regulations, disapprovals or failure to approve) of any government or agency.
17.21 Infringement Claim means any dispute, claim or action alleging infringement of any IP of any person in respect of the Contract Material or the Existing Material.
17.22 IP means:
(a) patents, trade marks, services marks, design rights (whether registered or unregistered and including any applications for these rights);
(b) copyright (including future copyright) throughout the world in all literary works, artistic works, computer software, and any other works or subject matter in which copyright subsists and may in the future subsist;
(c) trade or business names; and
(d) know-how, Confidential Information and trade secrets, and any other similar rights or obligations whether registrable or not in any country.
17.23 Material means material in any form, including documents, reports, products, equipment, information, data, source code, software, software tools, and methodologies.
17.24 Triggerfish Corporation Products any products referred to or specified in a Statement of Work or a Proposal in which we own the IP.
17.25 Ongoing Services means the ongoing services specified in Statement of Work and includes us making the Applications and the Managed Infrastructure available to you.
17.26 Ongoing Services Initial Term means the first term of the Ongoing Services and will be 12 months from the date of signing the Statement of Work.
17.27 Ongoing Services Roll Over Term means the subsequent term of the Ongoing Services will Products means the Triggerfish Corporation Products and the Third Party Products.
17.28 Product Fees means the fees referred to or specified in a Statement of Work or a Proposal which are payable for the provision of the Products.
17.29 Proposal means any written proposal prepared by us in relation to the Services.
17.30 Representative means your representative named in the Details Section.
17.31 Rates means the hourly or daily rates referred to or specified in a Statement of Work or a Proposal which are used to calculate the Time and Materials Fees. Services means the services provided by us under this Agreement and comprises:
(a) the Time and Materials Services;
(b) the Fixed Price Services; and
(c) the Ongoing Services; Specifications means the detailed written functional and technical specifications or requirements for any Fixed Price Deliverables, as referred to or set out in a Statement of Work or a Proposal.
17.32 Systems means your computer hardware, software, methodologies and other computer related products in your power, possession or control, which are provided or made accessible to us to enable the performance of our obligations under this Agreement.
17.33 Third Party Material includes the Third Party Products and means any Material in which neither you nor we own the IP and is: (a) incorporated in any Material provided under this Agreement; or (b) necessary for you to fully enjoy the benefits of any Material provided under this Agreement.
17.34 Third Party Products any products referred to or specified in a Statement of Work or a Proposal in which neither you nor we own the IP.
17.35 Time and Materials Fees means the fees referred to or specified in a Statement of Work or a Proposal which are payable for the provision of the Time and Materials Services.
17.36 Time and Materials Services means any time and materials services referred to or specified in a Statement of Work or a Proposal.
17.37 Variation means a change to the scope of the Fixed Price Services.
17.38 Variation Request means a detailed written request signed by your Representative in relation to a proposed Variation.
17.39 Warranty Period means the warranty period specified in the Statement of Work. Statement of Work means a completed and signed document in the form of the Statement of Work template, which is set out at the end of this Agreement.
18.1 In this Agreement:
(a) words importing the singular include the plural and vice versa;
(b) references to clauses, parties and schedules are references to clauses of, and parties and schedules to, this Agreement;
(c) a reference to a party includes its executors, administrators, successors and permitted assigns;
(d) words importing gender include any gender;
(e) other grammatical forms of defined words or expressions have corresponding meanings;
(f) an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate or any government agency;
(g) a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
(h) a reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;
(i) where the day by which anything is to be done is not a Business Day, that thing will be done by the next succeeding Business Day; and
(j) wherever including, includes or any other form of that word is used, it will be construed as if it were followed by (without limitation).
18.2 To the extent of any inconsistency between the body of this Agreement (which includes the Details Section) and:
(a) the schedules; or
(b) any document referred to in this Agreement (including a Statement of Work or Specification), the provisions of the body of this Agreement prevail.