Terms of Service

General
1. The Customer engages Storm Electrical Solutions Pty Ltd ABN 33 651 527 043 (“the Supplier”) to provide the Services to the Customer, and the Supplier hereby accepts that engagement and agrees to provide the Services to the Customer, in accordance with these Terms and Conditions.
2. The Customer acknowledges that by accepting the Quote through Xero or in writing, the Customer agrees to be bound by these Terms and Conditions.
3. These Terms and Conditions apply to all transactions between the Customer and the Supplier relating to the provision of Services. This includes all quotations, contracts and variations.
4. In the event of any inconsistency between any of the documents referred in these Terms and Conditions, the following order of precedence applies:
  1. any terms and conditions provided in the Quote; and then
  2. these Terms and Conditions to the extent of such inconsistencies.
Quote
1. The Supplier will provide the Customer with a Quote for the requested Services. Any Quote issued by the Supplier is valid for 30 days from the date of issue.
2. The Services to be performed as agreed by the parties, the time estimates for the provision of the particular Services, and the Fees will be set out in the Quote.
3. Quotes are based upon the cost available at the time of preparation of the Quote and assume the timely supply by the Customer of necessary material and instructions to the Supplier.
4. The Supplier’s obligation to provide Services under these Terms and Conditions does not arise unless the Customer has notified the Supplier of the Customer's acceptance of the relevant Quote within 30 days of issue. For the avoidance of doubt, by clicking 'Accept' in the link generated by Xero, the Customer will be deemed to have accepted the relevant Quote.

Access to Premises

The Supplier may require access to the Site where the Services are to be provided in order to inspect the Site before providing the Quote to the Customer.
The Customer must procure that the access to the Site is granted for purpose of clause 2.5 and must keep the Supplier informed of all security procedures in operation at the Site.

Variation

The Supplier reserves the right to amend any Quote before commencing the Services to account for any increase or decrease in the cost of completing the Services. The Supplier will notify the Customer of any amendment as soon as practicable, at which point the amended Quote will constitute the estimate or Quote under these Terms and Conditions.
If the Customer wishes to vary its requirements after a Quote has been prepared by the Supplier, the Supplier reserves the right to vary the Quote to include any Additional Charges in respect of any extra costs incurred or additional work carried out due to the variation, in accordance with its then current charge rates. A revised Quote issued by the Supplier in respect of the requested variation supersedes the original Quote. If the revised Quote only specifies additional work, the Quote for that additional work will be in addition to the immediately preceding Quote for the Goods or Services or both.
An indication in a Quote of the time frame for the provision of the Goods or Services is an estimate only and is not a fixed time frame. Subject to any obligations in respect of consumer guarantees under chapter 3, part 3-2, division 1 of the ACL, this estimate is not binding upon the Supplier.
The Supplier may in its absolute discretion refuse to commence Services where:
1. Services or Materials necessary for the completion of the Services are unavailable for any reason whatsoever; or
2. payment for Services previously provided to the Customer or any related corporation of the Customer or to any other party who is, in the reasonable opinion of the Supplier, associated with the Customer under the same or another supply contract, has not been received by the Supplier.
Services

Services

The Supplier will provide the Services to the Customer in consideration for the Customer paying the Fee to the Supplier, subject to the provisions of these Terms and Conditions.
The Supplier and the Customer will agree on the time and place for the performance of the Services subject to the availability of the Supplier’s staff and agents.
The Supplier will use reasonable endeavours to complete the Services by the dates specified in the Quote or any other dates as agreed by the parties.
The Services will be performed by the employees or agents that the Supplier may choose as most appropriate to carry out the Services .

Site

The Supplier will provide the Services at the Site as set out in the Quote or as agreed by the parties from time to time.
The Customer must procure that the access to the Site is granted for the performance of the Services under these Terms and Conditions and keep the Supplier informed of all security procedures in operation at the Site.
The Customer warrants that all Sites where Services are to be performed:
1. are safe for work;
2. comply with all work health and safety regulations; and
3. comply with any other statutory requirements for the health and safety at work of the Supplier’s staff.
The Supplier may refuse to permit its staff to work at the Sites or any part of them if the Supplier reasonably considers that they may be exposed to undue risk or danger.

Use of subcontractors

The Supplier is permitted to use other persons to provide some or all of the Services.
The Supplier is responsible for the work of any of the Supplier’s subcontractors.
Subject to clause 3.9, any work undertaken by any of the Supplier’s subcontractors will be undertaken to the same standard as stated in these Terms and Conditions and the Quote.
Fees and Additional Charges

Fees

Subject to clause 4.2, the parties have agreed that the price for the relevant Services (exclusive of GST) (the Fees) will be the amount as set out in the relevant Quote payable upon completion of the Services.

Additional Charges

The Supplier may require the Customer to pay Additional Charges in respect of costs incurred by the Supplier as a result of reliance on inadequate or incorrect information or material provided by the Customer or information or material supplied later than required by the Supplier in order for it to provide the Goods or Services within the specified time frame (if any).
The imposition of Additional Charges may also occur as a result of:
1. cancellation by the Customer where cancellation results in Loss to the Supplier;
2. surcharge imposed by any third-party payment processor;
3. photocopying, courier, packing or handling charges not included in the Quote;
4. Government or council taxes or charges not included in the Quote; or
5. additional work required by the Customer or any other occurrence which causes the Supplier to incur costs in respect of the Customer’s Order additional to the quoted cost.
invoicing

Invoice

The Supplier will invoice the Customer by way of a single invoice for all relevant Charges following completion of the relevant Services.

Reimbursement of Expenses

The Customer will pay all reasonable expenses properly and necessarily incurred by the Supplier in the course of providing the Services, provided that the Supplier:
1. obtains the Customer’s written consent before incurring the expenses. For the avoidance of doubt, by clicking 'Accept' in the link generated by Xero, the Customer will be deemed to have consented to the relevant expenses; and
2. provides the Customer with acceptable documentation for the expenses incurred.

GST

The Customer and the Supplier agree to comply with their obligations in relation to Goods and Services Tax (GST) under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any other applicable legislation governing GST.
Payment

Timing of payments

The Customer must pay to the Supplier all other Charges properly invoiced pursuant to clause 2.5 in full on or before the date that is 14 days after the Customer’s receipt of the relevant invoice.

Method of payment

All amounts to be paid by a party to another party under or in connection with these Terms and Conditions must be paid in cash or electronic funds transfer into the account nominated by the other party.

No set-off or deduction

Unless otherwise agreed in writing and subject to clause 6.4, all amounts payable under or in connection with these Terms and Conditions must be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever, whether or not any such set-off, counterclaim, withholding, deduction or lien arises under these Terms and Conditions.
If a party is required by law to make a deduction or withholding in respect of any sum payable under or in connection with these Terms and Conditions to another party, it must, at the same time as the sum that is the subject of the deduction or withholding is payable, make a payment to the other party of such additional amount as is required to ensure that the net amount received by the other party will equal the full amount that would have been received by it had no such deduction or withholding been required to be made.

Default interest

If a party fails to pay any sum payable by it under these Terms and Conditions to another party at the time and otherwise in the manner provided in these Terms and Conditions, it must pay interest on that sum from the due date of payment until that sum is paid in full at the Default Rate, calculated daily on the basis of a 365-day year and compounded monthly. Interest will accrue from day to day and will be payable on demand. The payment of interest by a party to another party in respect of any late payment under this clause 6.5 is in addition to any other remedies that the other party may have in respect of such late payment.
If a liability of a party to another party under these Terms and Conditions becomes merged in a judgement or order and the interest rate that applies under that judgement or order is lower than the Default Rate, that party must, as an independent obligation, pay to the other party, at the same time and in the same manner as the sum that is the subject of that judgement or order is to be paid, such additional interest on that sum as is required to ensure that the total amount of interest that the other party receives in respect of that liability is equal to the Default Rate.
Material

Supply of Materials

The Supplier may supply Materials to the Customer that are necessary for the provision of the Services. The costs of the Materials will be included in the Fees unless otherwise agreed by the parties
The supply of Materials is subject to availability. If any specified Material is unavailable, the Supplier reserves the right to substitute it with an equivalent alternative of similar quality and functionality, provided reasonable notice is given to the Customer.

Ownership of Materials

Until full payment is received, ownership of all Materials remains with the Supplier. Risk in the Materials passes to the Customer upon delivery or installation, whichever occurs first, and the Supplier will not be responsible for any Loss or damage to the Materials other than as provided in this clause 7.

Materials Supplied by the Customer

The Customer may, with approval by the Supplier, supply its own Materials for the provision of the Services.
The Customer warrants that the Materials to be supplied by the Customer will:
1. be compliant with Australian Standard;
2. be compatible with existing systems; and
3. not impose any safety issues to the staff of the Supplier in the provision of the Services.
The Supplier will not be liable for any issues arising from Materials supplied by the Customer, and the product warranty under clause 8 will not apply to these Materials.
Product Warranty
1. The Supplier warrants that the Services provided, and the Materials supplied by the Supplier to the Customer under these Terms and Conditions will be free from defects in material and workmanship and remain so for the Warranty Period.
2. The Supplier will not be liable for the Services or the Materials’ failure to comply with Clause 8.1, where:
  1. the defect arises because the Customer fails to follow the Supplier’s oral or written instructions for the storage, transportation, commissioning, installation, use or maintenance of the Materials or best industry practice;
  2. the Customer alters or repairs those Materials without the Supplier’s written consent; or
  3. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
3. Except as expressly set out in clause 8.1, the Supplier excludes all express or implied conditions, guarantees, representations or warranties in relation to the Services or Materials to the maximum extent permitted by law.
4. During the Warranty Period, if the Customer becomes aware that the Services or the Materials are not, or may not be, in compliant with clause 8.1, it must immediately notify the Supplier in writing and provide relevant details of the defect or safety issue (Defect Notice).
5. Upon receipt of the Defect Notice, the Supplier may, at the Supplier’s option:
  1. replace the defective Materials or supply equivalent Materials, including refurbished Materials;
  2. re-supply the Services; or
  3. repair the defective Materials.
Liability, Indemnity and Remedies

Indemnity

The Customer irrevocably indemnifies and covenants to hold the Supplier harmless from and against all Losses suffered by the Supplier (including third party claims on the Supplier) which arise in connection with any breach of these Terms and Conditions by the Customer and/or any negligent or other tortious conduct of the Customer, except to the extent that those Losses were caused by or contributed to by the Supplier.
For the avoidance of doubt, the indemnity under these Terms and Conditions does not include and will not be extended to any consequential or indirect costs.

Indemnities continuing

Each indemnity contained in these Terms and Conditions is an additional, separate, independent and continuing obligation that survives the termination of these Terms and Conditions 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

(Disclaimer of warranties) To the maximum extent permitted by law and except as otherwise set out in these Terms and Conditions, the Supplier and its Representatives expressly disclaim all conditions, representations and warranties (whether express or implied, statutory or otherwise) in relation to the Services or the Materials, including any implied warranty of merchantability and fitness for a particular purpose.
(Limitation of liability) Where the conditions, representations and warranties referred to in clause 9.4 cannot be disclaimed or excluded by law, then the aggregate liability of the Supplier and its Representatives in respect of any Claim for Losses that the Customer and/or any of its Representatives may bring against the Supplier in respect of the Services is limited, at the Supplier’s sole discretion, to one or a combination of the following remedies:
1. re-supply of the Services;
2. payment of the costs of re-supply of the Services by a third party; or
3. the refund of any amounts paid (either in full or part) by the Customer to the Supplier under these Terms and Conditions in respect of the Services.

Force majeure

To the maximum extent permitted by law, the Supplier and its Representatives expressly exclude liability for any damage and/or delay in the performance of any obligation of the Supplier under these Terms and Conditions where such damage or delay is caused by circumstances beyond the reasonable control of the Supplier. The Customer acknowledges and agrees that the Supplier holds the benefit of this clause 9.6 for itself and as agent and trustee for and on behalf of each of its Representatives.
Termination

Termination for breach

Each party may terminate these Terms and Conditions immediately by notice to the other party if an Event of Default occurs in respect of the other party.
If a party commits any material or persistent breach of these Terms and Conditions (the Defaulting Party), the other party may (but is not obliged to) provide the Defaulting Party with a notice of breach in writing. If the Defaulting Party fails to remedy the breach within 20 Business Days, or such other period as agreed, after the date of its receipt of such notice, the other party may terminate these Terms and Conditions with immediate effect upon providing the Defaulting Party with a further notice of termination in writing.
The Customer acknowledges that failure to make any payment under these Terms and Conditions by its due date shall constitute a material breach of these Terms and Conditions for the purposes of clause 10.2.

Effect of termination

In the event of any termination of these Terms and Conditions in any circumstances and for any reason whatsoever:
1. the Customer will remain liable to pay all Charges accrued up to and including the date of termination, whether or not invoiced prior to the date of termination (for the avoidance of doubt, in the event of any termination of these Terms and Conditions by the Customer, including Charges incurred by the Supplier for the purchase of materials for those Services prior to such termination); and
2. the Supplier will send to the Customer a final invoice for the balance of any unbilled Charges accrued up to and including the date of termination and clause 6 will apply in respect thereof.

During notice period

In the event that the Supplier’s engagement under these Terms and Conditions is terminated upon notice by either party the Supplier may, at its absolute discretion, suspend the provision of the Services during the relevant notice period.

Partially completed deliverables

Upon the cessation of the Supplier’s engagement under these Terms and Conditions, subject to payment of all outstanding Charges by the Customer in accordance with the terms of these Terms and Conditions, the Supplier will deliver to the Customer any and all partially completed deliverables that are included within the scope of the Services.

Legislation

If any provision of these Terms and Conditions is otherwise unenforceable by virtue of the operation of the Treasury Laws Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth), upon the occurrence of an Insolvency Event in respect of a particular party, notwithstanding any other provision of these Terms and Conditions, to the maximum extent permitted by law:
1. time is of the essence in respect of all obligations of that party under these Terms and Conditions (whether falling due for performance before, upon or after the occurrence of that Insolvency Event); and
2. any breach of these Terms and Conditions by that party (whether occurring before, upon or after the occurrence of that Insolvency Event), however minor, will (alone or, severally, in combination with the occurrence of that Insolvency Event) be deemed to be a material breach of these Terms and Conditions,

and, if any such material breach has occurred or occurs, the parties acknowledge and agree that such provision will instead be enforceable by virtue of the occurrence of that material breach.

Accrued rights

Termination of these Terms and Conditions will not affect any rights or liabilities that the parties have accrued under it prior to such termination.
General

Further assurances

Each party must (at its own expense, unless otherwise provided in these Terms and Conditions) promptly execute and deliver all such documents, and do all such things, as any other party may from time to time reasonably require for the purpose of giving full effect to the provisions of these Terms and Conditions.

Third parties

These Terms and Conditions is made for the benefit of the parties to it and their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

Costs

All costs and expenses in connection with the negotiation, preparation and execution of these Terms and Conditions, and any other agreements or documents entered into or signed pursuant to these Terms and Conditions, will be borne by the party that incurred the costs.

Entire agreement

These Terms and Conditions contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations, obligations or other terms, written or oral, in relation to these Terms and Conditions other than those expressly stated in it or necessarily implied by statute.

Severability

If a provision or the application of a provision of these Terms and Conditions is invalid, prohibited, void, illegal or unenforceable in a jurisdiction:
1. it is to be read down or severed or be ineffective in that jurisdiction to the extent of the prohibition, invalidity voidness, illegality or unenforceability; and
2. this will not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.

No waiver

Any waiver of a right under these Terms and Conditions must be in writing and signed by the party granting the waiver.
No failure, delay, relaxation, forbearance or indulgence by a party in exercising any power or right conferred upon it under these Terms and Conditions will operate as a waiver of that power or right in any subsequent matter or prejudice or restrict the rights of the party. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under these Terms and Conditions.

Notice

A notice or other communication required or permitted to be given by one party to another must be in writing to the address last notified to the party and delivered personally, sent by pre-paid mail to the address last notified to the party or sent by email to the email address of the addressee last notified to the party with acknowledgement of delivery.
A notice or other communication is taken to have been given (unless otherwise proved) if mailed, on the second Business Day after posting; or if sent by email before 4 pm one Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt.
A party may only change its postal or email address for service by giving notice of that change in writing to the other party.

Amendment

These Terms and Conditions must not be varied except by written instrument executed by all of the parties.

Assignment

The Customer must not assign or otherwise transfer, create any charge, trust or other interest in, or otherwise deal in any other way with, any of its rights under these Terms and Conditions without the prior written consent of the Supplier.
The Supplier may assign or otherwise transfer, create any charge, trust or other interest in, or otherwise deal in any other way with, any of its rights under these Terms and Conditions without the prior written consent of the Customer and the Customer must execute any necessary documents to give effect to the transfer.

Counterparts

These Terms and Conditions may be executed in any number of counterparts, each of which is an original and which together will have the same effect as if each party had signed the same document.

Electronic exchange

Delivery of an executed counterpart of these Terms and Conditions by facsimile, or by email in PDF or other image format, will be equally effective as delivery of an original signed hard copy of that counterpart.
If a party delivers an executed counterpart of these Terms and Conditions under clause 11.14:
1. it must also deliver an original signed hard copy of that counterpart, but failure to do so will not affect the validity, enforceability or binding effect of these Terms and Conditions; and
2. in any legal proceedings relating to these Terms and Conditions, each party waives the right to raise any defence based upon any such failure.

Governing law and jurisdiction

This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of Victoria, Australia.
The parties irrevocably agree that the courts of Victoria, Australia have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).
Definitions and interpretation

Definitions

The following definitions apply in these Terms and Conditions unless the context requires otherwise:
Additional Charge means:
fees or charges for additional work performed at the Customer’s request or reasonably required as a result of the Customer’s conduct, calculated in accordance with the Supplier’s then current prices;
expenses incurred by the Supplier, at the Customer’s request or reasonably required as a result of the Customer’s conduct; and
any other Charges as set out in clause 3.
Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in Melbourne, Victoria are open for business.
Charges means all amount payable by the Customer to the Supplier under these Terms and Conditions, including the Fees and the Additional Charges.
Customer means the party that will receive the Services as named in the Quote.
Corporations Act means the Corporations Act 2001 (Cth).
Default Rate means a rate of interest of 10.00% per annum.
Event of Default means any of the following on the part of a party:
1. committing any material or persistent breach of these Terms and Conditions;
2. repudiating or, or, in the reasonable opinion of the Supplier, evincing an intention to repudiate, these Terms and Conditions;
3. if the Customer is a company, undergoing a change of control without the prior written consent of the Supplier;
4. misleading the Supplier in any material way; and/or
5. an Insolvency Event occurring in respect of the Customer.
Expenses mean the expenses of the Supplier for which the Supplier is entitled to be reimbursed by the Customer pursuant to clause 5.2.
Fees has the meaning given in clause 4.
Force Majeure means any act, event or cause (other than lack of funds) which is beyond the reasonable control of the affected party, including:
1. an act of God, war, sabotage, terrorism, riot, civil disorder, revolution, national or state emergency, martial law, fire, lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage, strike or other labour difficulty (whether or not involving employees of the affected party), epidemic or quarantine; and
2. an action or inaction of any Governmental Agency (including any Court of competent jurisdiction), such as expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, decree or other legally enforceable order.
Governmental Agency means any government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.
GST has the same meaning given to that expression in the GST Law.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth), as in force from time to time.
GST Law has the same meaning given to that expression in the GST Act.
Insolvency Event means, in respect of a party any of the following events or any analogous event:
1. where the party is an individual, that party commits an act of bankruptcy or is declared bankrupt or insolvent or that party’s estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency;
2. where the party is a company, a resolution is passed or court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law;
3. a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part thereof; or
4. the party is otherwise unable to pay its debts as and when they fall due.

Losses means any loss, damage, debt, cost, charge, expense, fine, outgoing, penalty, diminution in value, deficiency or other liability, whether arising in contract, negligence, tort, equity, statute or otherwise; and that a party pays, suffers or incurs or is liable for, including all:

liabilities on account of Tax;
interest and other amounts payable to third parties;
legal and other professional fees and expenses on a full indemnity basis and other costs incurred in connection with investigating, defending or settling any Claim; and
all amounts paid in settlement of any Claim.

Materials means all products, equipment, parts, components, and consumables supplied by the Supplier in connection with the provision of the Services, including but not limited to electrical fittings, wiring, fixtures, appliances, air conditioning units, and any other items necessary for the completion of the Services.

Personal Information has the meaning given in the Privacy Act.

Privacy Act means the Privacy Act 1998 (Cth).
Quote means the document headed "Quote" or similar setting out the scope of the Services as provided by the Supplier to the Customer and accepted by the parties in accordance with these Terms and Conditions.
Related Entity has the meaning set out in the Corporations Act 2001 (Cth).
Representatives means, in respect of a person, the employees, officers, consultants, agents and professional advisers of that person.
Services means the services to be provided by the Supplier to the Customer under these Terms and Conditions as set out in the relevant Quote and as otherwise agreed by the parties.
Site means the location where the Services are to be provided.
Stamp Duty means any stamp, transaction or registration duty or similar charge imposed by any Governmental Agency and includes any interest, fine, penalty, charge or other amount in respect of the above, but excludes any GST.
Tax Acts means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth).
Tax or Taxation means:
1. any tax, levy, impost, deduction, charge, rate, compulsory loan, withholding or duty by whatever name called, levied, imposed or assessed under the Tax Acts or any other statute, ordinance or law by any Governmental Agency (including profits tax, property tax, interest tax, income tax, tax related to capital gains, tax related to the franking of dividends, bank account debits tax, fringe benefits tax, sales tax, payroll tax, superannuation guarantee charge, group or Pay as You Go withholding tax and land tax);
2. unless the context otherwise requires, Stamp Duty and GST; and
3. any interest, penalty, charge, fine or fee or other amount of any kind assessed, charged or imposed on or in respect of the above.

Warranty Period means 12 months from the date of supply.

Interpretation

The following rules of interpretation apply in these Terms and Conditions unless the context requires otherwise:
1. headings in these Terms and Conditions are for convenience only and do not affect its interpretation or construction;
2. no rule of construction applies to the disadvantage of a party because these Terms and Conditions is prepared by (or on behalf of) that party;
3. where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
4. a reference to a document (including these Terms and Conditions) is a reference to that document (including any schedules and annexures) as amended, consolidated, supplemented, novated or replaced;
5. references to recitals, clauses, subclauses, paragraphs, annexures or schedules are references to recitals, clauses, subclauses, paragraphs, annexures and schedules of or to these Terms and Conditions;
6. in each schedule to these Terms and Conditions, a reference to a paragraph is a reference to a paragraph in that schedule;
7. a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
8. an expression importing a natural person includes any individual, corporation or other body corporate, partnership, trust or association and any Governmental Agency and that person’s personal representatives, successors, permitted assigns, substitutes, executors and administrators;
9. a reference to writing includes any communication sent by post, facsimile or email;
10. a reference to time refers to time in Melbourne, Victoria and time is of the essence;
11. all monetary amounts are in Australian currency;
12. a reference to a “liability” includes a present, prospective, future or contingent liability;
13. the word “month” means calendar month and the word “year” means 12 calendar months;
14. the meaning of general words is not limited by specific examples introduced by “include”, “includes”, “including”, “for example”, “in particular”, “such as” or similar expressions;
15. a reference to a “party” is a reference to a party to these Terms and Conditions and a reference to a “third party” is a reference to a person that is not a party to these Terms and Conditions;
16. a reference to any thing is a reference to the whole and each part of it;
17. a reference to a group of persons is a reference to all of them collectively and to each of them individually;
18. words in the singular include the plural and vice versa; and
19. a reference to one gender includes a reference to the other genders.
Victorian Energy Upgrades (VEU) program
1. This clause only applies if the Customer elects in writing to participate in the Victorian Energy Upgrades (VEU) program
2. The Customer warrants to the Supplier that it is eligible to participate in the VEU program.
3. The Customer shall:
  1. provide all necessary documents and information required by the Supplier for the purpose of this clause;
  2. consent for the Supplier to use and disclose any Personal Information obtained for the purpose of clause 13;
  3. authorise the Supplier to do all acts necessary including signing any documents necessary on behalf of the Customer to participate in the VEU program; and
  4. transfer all of its entitlement in the Victorian Energy Efficiency Certificates (VEECs) generated by the Services provided in these Terms and Conditions to the Supplier.
4. In consideration of this clause 13, the Supplier agrees to apply a discount (“Discount”) on the Fees set out in the Quote.
5. The Customer acknowledges that if it fails to comply with this clause 13, or if the VEECs could not be issued to the Supplier for whatever reason other than any fault on the Supplier’s part:
  1. the Discount set out in clause 13.4 will not be applicable and the Customer shall pay the full amount of all Charges including the Fees in accordance with these Terms and Conditions;
  2. the Customer will indemnify the Supplier for all costs, expenses, Lost and damaged incurred by the Supplier this clause 13.