Equal Access Group Pty Ltd – Terms & Conditions of Trade

  • Definitions
    • “Equal Access” means Equal Access Group Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of Equal Access Group Pty Ltd.
    • “Client” means the person/s or any person acting on behalf of and with the authority of the Client requesting Equal Access to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
      • if there is more than one Client, is a reference to each Client jointly and severally; and
      • if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
      • includes the Client’s executors, administrators, successors and permitted assigns.
    • “Goods” means all Goods or Services (including, but not limited to any consultation work) supplied by Equal Access to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
    • “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between Equal Access and the Client in accordance with clause 5 below.
    • “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
  • Acceptance
    • The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.
    • These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any other document or contract between the Client and Equal Access.
    • Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.
    • These terms and conditions may be meant to be read in conjunction with Equal Access’ Hire Form, and:
      • where the context so permits, the terms ‘Services’ or ‘Goods’ shall include any supply of Equipment, as defined therein; and
      • if there are any inconsistencies between the two documents then the terms and conditions contained therein shall prevail
    • These terms and conditions are meant to be read in conjunction with the Terms and Conditions posted on Equal Access’ website. If there are any inconsistencies between the two documents then the terms and conditions contained in this document shall prevail.
  • Errors and Omissions
    • The Client acknowledges and accepts that Equal Access shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
      • resulting from an inadvertent mistake made by Equal Access in the formation and/or administration of this contract; and/or
      • contained in/omitted from any literature (hard copy and/or electronic) supplied by Equal Access in respect of the Services.
    • In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of Equal Access; the Client shall not be entitled to treat this contract as repudiated nor render it invalid.
  • Change in Control
    • The Client shall give Equal Access not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Equal Access as a result of the Client’s failure to comply with this clause.
  • Price and Payment
    • At Equal Access’ sole discretion, the Price shall be either:
      • as indicated on any invoice provided by Equal Access to the Client; or
      • the Price as at the date of delivery of the Goods according to Equal Access’ current price list; or
      • Equal Access’ quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
    • Equal Access reserves the right to change the Price if a variation to Equal Access’ quotation is requested. Any variation from the plan of scheduled Services or specifications (including, but not limited to, any variation as a result of additional Services required due to limitation to site accessibility for site visits and changes to the scope of the Services etc.) will be charged for on the basis of Equal Access’ quotation and will be shown as variations on the invoice.The Client shall be required to respond to any variation submitted by Equal Access within ten (10) working days. Failure to do so will entitle Equal Access to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
    • At Equal Access’ sole discretion, a non-refundable deposit may be required.
    • Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Equal Access, which may be:
      • on delivery of the Goods; before delivery of the Goods;
      • by way of instalments/progress payments in accordance with Equal Access’ payment schedule;
      • the date specified on any invoice or other form as being the date for payment; or
      • failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Equal Access.
    • Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Client and Equal Access.
    • The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Equal Access nor to withhold payment of any invoice because part of that invoice is in dispute.
    • Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Equal Access an amount equal to any GST Equal Access must pay for any supply by Equal Access under this or any other contract for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
  • Delivery of Goods
    • Delivery (“Delivery”) of the Goods is taken to occur at the time that:
      • the Client or the Client’s nominated carrier takes possession of the Goods at Equal Access’ address; or
      • Equal Access (or Equal Access’ nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
    • At Equal Access’ sole discretion, the cost of delivery is either included in the Price or is in addition to the Price.
    • Equal Access may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
    • Any time specified by Equal Access for delivery of the Goods is an estimate only and Equal Access will not be liable for any loss or damage incurred by the Client as a result of delivery being late. However both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that Equal Access is unable to supply the Goods as agreed solely due to any action or inaction of the Client, then Equal Access shall be entitled to charge a reasonable fee for redelivery and/or storage.
  • Risk
    • Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
    • If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, Equal Access is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Equal Access is sufficient evidence of Equal Access’ rights to receive the insurance proceeds without the need for any person dealing with Equal Access to make further enquiries.
    • If the Client requests Equal Access to leave Goods outside Equal Access’ premises for collection or to deliver the Goods to an unattended location, then such Goods shall be le at the Client’s sole risk.
    • Equal Access shall be entitled to rely on the accuracy of any site plans, specifications and other information provided by the Client. The Client acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, Equal Access accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate site plans, specifications or other information.
  • Site Visits
    • Access for site visits are to be made during normal working hours unless otherwise agreed to prior to acceptance by the Client of any proposal or quotation submitted by Equal Access.
    • It shall be the Client’s responsibility to make the premises available on the agreed dates and times. If the Services are delayed or interrupted by the failure of the Client to make the premises available as per the schedule agreed to between Equal Access and the Client, any additional costs will be invoiced to the Client as per clause 5.2.
  • Title
    • Equal Access and the Client agree that ownership of the Goods shall not pass until:
      • the Client has paid Equal Access all amounts owing to Equal Access; and
      • the Client has met all of its other obligations to Equal Access.
    • Receipt by Equal Access of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
    • It is further agreed that, until ownership of the Goods passes to the Client in accordance with clause 9.1:
      • the Client is only a bailee of the Goods and must return the Goods to Equal Access on request.
      • the Client holds the benefit of the Client’s insurance of the Goods on trust for Equal Access and must pay to Equal Access the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
      • the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Equal Access and must pay or deliver the proceeds to Equal Access on demand.
      • the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Equal Access and must sell, dispose of or return the resulting product to Equal Access as it so directs.
      • the Client irrevocably authorises Equal Access to enter any premises where Equal Access believes the Goods are kept and recover possession of the Goods.
      • Equal Access may recover possession of any Goods in transit whether or not delivery has occurred.
      • the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Equal Access.
      • Equal Access may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
  • Personal Property Securities Act 2009 (“PPSA”)
    • In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
    • Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a monetary obligation of the Client to Equal Access for Services – that have previously been supplied and that will be supplied in the future by Equal Access to the Client.
    • The Client undertakes to:
      • promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Equal Access may reasonably require to;
        • register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
        • register any other document required to be registered by the PPSA; or
        • correct a defect in a statement referred to in clause 10.3(a)(i) or 10.3(a)(ii);
      • indemnify, and upon demand reimburse, Equal Access for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
      • not register a financing change statement in respect of a security interest without the prior written consent of Equal Access;
      • not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Equal Access;
      • immediately advise Equal Access of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
    • Equal Access and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
    • The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
    • The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
    • Unless otherwise agreed to in writing by Equal Access, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
    • The Client must unconditionally ratify any actions taken by Equal Access under clauses 10.3 to 10.5.
    • Subject to any express provisions to the contrary (including those contained in this clause 10) nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
  • Security and Charge
    • In consideration of Equal Access agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
    • The Client indemnifies Equal Access from and against all Equal Access’ costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Equal Access’ rights under this clause.
    • The Client irrevocably appoints Equal Access and each director of Equal Access as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 11 including, but not limited to, signing any document on the Client’s behalf.
  • Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
    • The Client must inspect the Goods on delivery and must within seven (7) days of delivery notify Equal Access in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Goods as soon as reasonably possible aer any such defect becomes evident. Upon such notification the Client must allow Equal Access to inspect the Goods.
    • Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).
    • Equal Access acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
    • Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Equal Access makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. Equal Access’ liability in respect of these warranties is limited to the fullest extent permitted by law.
    • If the Client is a consumer within the meaning of the CCA, Equal Access’ liability is limited to the extent permitted by section 64A of Schedule 2.
    • If Equal Access is required to replace the Goods under this clause or the CCA, but is unable to do so, Equal Access may refund any money the Client has paid for the Goods.
    • If the Client is not a consumer within the meaning of the CCA, Equal Access’ liability for any defect or damage in the Goods is:
      • limited to the value of any express warranty or warranty card provided to the Client by Equal Access at Equal Access’ sole discretion;
      • limited to any warranty to which Equal Access is entitled, if Equal Access did not manufacture the Goods;
      • otherwise negated absolutely.
    • Subject to this clause 12, returns will only be accepted provided that:
      • the Client has complied with the provisions of clause 12.1; and
      • Equal Access has agreed that the Goods are defective; and
      • the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
      • the Goods are returned in as close a condition to that in which they were delivered as is possible.
    • Notwithstanding clauses 12.1 to 12.8 but subject to the CCA, Equal Access shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
      • the Client failing to properly maintain or store any Goods;
      • the Client using the Goods for any purpose other than that for which they were designed;
      • the Client continuing the use of any Goods aer any defect became apparent or should have become apparent to a reasonably prudent operator or user;
      • the Client failing to follow any instructions or guidelines provided by Equal Access;
      • fair wear and tear, any accident, or act of God.
    • Equal Access may in its absolute discretion accept non-defective Goods for return in which case Equal Access may require the Client to pay handling fees of up to ten percent (10%) of the value of the returned Goods plus any freight costs.
    • Notwithstanding anything contained in this clause if Equal Access is required by a law to accept a return then Equal Access will only accept a return on the conditions imposed by that law.
    • Subject to clause 12.1, customised, or non-stocklist items or Incidental Items made or ordered to the Client’s specifications are not acceptable for credit or return.
  • Use of Reports and Advice
    • Any advice that Equal Access gives to the Client, its employees or agents is for the Client’s exclusive use and must be used only for the purpose described in the scope of Services.
    • Unless Equal Access gives the Client prior written consent, the advice:
      • must not be used or disclosed for any other purpose, referred to in any document or made available to any other person, except the Client’s lawyers or other professional advisor assisting in the Services; and
      • may not be relied upon by any other party other than the Client.
    • Equal Access is not responsible to any other party other than the Client, who is provided with or obtains a copy of Equal Access’ advice.
    • Equal Access’ advice may, on occasion, be given to the Client in dra form or orally only on the basis that the Client may not rely on advice in that form. Accordingly, Equal Access shall not be responsible if the Client or any other party relies on the advice or chooses to act, or refrains from acting, on the basis of any dra advice or oral comments or advice.
    • The Client acknowledges that the signed copy of Equal Access’ final advice is the definitive version.
    • Sometimes circumstances may change aer Equal Access has provided their final advice to the Client. If this happens Equal Access will not update any final advice it has provided to the Client under these terms and conditions. If the Client would like Equal Access to update their final advice, they must contact Equal Access and both parties can discuss a suitable term of engagement.
  • Confidentiality and Intellectual Property
    • Both the Client and Equal Access agree to treat all information and ideas communicated to it by the other confidentially and agree not to divulge it to any third party, without the other party’s written consent. The parties will not copy any such information supplied, and will either return it or destroy it (together with any copies thereof) on request of the other party.
    • Exceptions to clause 14.1 will be disclosures to legal advisers, disclosures required by law, and disclosures necessary for the proper performance of the Services.
    • Where Equal Access has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of Equal Access. Under no circumstances may such designs, drawings and documents be used without the express written approval of Equal Access.
    • The Client warrants that all designs, specifications or instructions given to Equal Access will not cause Equal Access to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Equal Access against any action taken by a third party against Equal Access in respect of any such infringement.
    • The Client agrees that Equal Access may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Equal Access has created for the Client.
  • Default and Consequences of Default
    • Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Equal Access’ sole discretion such interest shall compound monthly at such a rate) aer as well as before any judgment.
    • If the Client owes Equal Access any money the Client shall indemnify Equal Access from and against all costs and disbursements incurred by Equal Access in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Equal Access’ contract default fee, and bank dishonour fees).
    • Further to any other rights or remedies Equal Access may have under this contract, if a Client has made payment to Equal Access, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Equal Access under this clause 15 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this contract.
    • Without prejudice to Equal Access’ other remedies at law Equal Access shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Equal Access shall, whether or not due for payment, become immediately payable if:
      • any money payable to Equal Access becomes overdue, or in Equal Access’ opinion the Client will be unable to make a payment when it falls due;
      • the Client has exceeded any applicable credit limit provided by Equal Access;
      • the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
  • Cancellation
    • Without prejudice to any other remedies Equal Access may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Equal Access may suspend or terminate the supply of Goods to the Client. Equal Access will not be liable to the Client for any loss or damage the Client suffers because Equal Access has exercised its rights under this clause.
    • Equal Access may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Equal Access shall repay to the Client any money paid by the Client for the Goods. Equal Access shall not be liable for any loss or damage whatsoever arising from such cancellation.
    • In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by Equal Access as a direct result of the cancellation (including, but not limited to, any loss of profits).
    • Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
  • Privacy Act 1988
    • The Client agrees for Equal Access to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by Equal Access.
    • The Client agrees that Equal Access may exchange information about the Client with those credit providers and with related body corporates for the following purposes:
      • to assess an application by the Client; and/or
      • to notify other credit providers of a default by the Client; and/or
      • to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
      • to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.
    • The Client consents to Equal Access being given a consumer credit report to collect overdue payment on commercial credit.
    • The Client agrees that personal credit information provided may be used and retained by Equal Access for the following purposes (and for other agreed purposes or required by):
      • the provision of Goods; and/or
      • analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or
      • processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
      • enabling the collection of amounts outstanding in relation to the Goods.
    • Equal Access may give information about the Client to a CRB for the following purposes:
      • to obtain a consumer credit report;
      • allow the CRB to create or maintain a credit information file about the Client including credit history.
    • The information given to the CRB may include:
      • personal information as outlined in 17.1 above;
      • name of the credit provider and that Equal Access is a current credit provider to the Client;
      • whether the credit provider is a licensee;
      • type of consumer credit;
      • details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
      • advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and Equal Access has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);
      • information that, in the opinion of Equal Access, the Client has committed a serious credit infringement;
      • advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fiy dollars ($150).
    • The Client shall have the right to request (by e-mail) from Equal Access:
      • a copy of the information about the Client retained by Equal Access and the right to request that Equal Access correct any incorrect information; and
      • that Equal Access does not disclose any personal information about the Client for the purpose of direct marketing.
    • Equal Access will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this contract or is required to be maintained and/or stored in accordance with the law.
    • The Client can make a privacy complaint by contacting Equal Access via e-mail. Equal Access will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.
  • Liability Limitations
    • Except as is specified in clause 12, the liability limitations of Equal Access, it partners, associates, and employees shall exclude any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Equal Access of these terms and conditions.
    • The maximum liability of Equal Access under this agreement shall at no time exceed the amount of Professional Indemnity insurance cover carried by Equal Access.
    • The Client agrees to indemnify Equal Access, (including its partners, associates or employees) and any other person who may be sought to be made liable in excess of the limit of liability described in clause 18.1 in respect of any activity arising from, or connected with this agreement in respect of any claim of whatsoever kind, that may be made by any person and any costs and expenses that may be incurred by Equal Access.
    • The liability of Equal Access to the Client shall expire twelve (12) months from the issue of the last invoice relevant to the particular project, unless in the meantime the Client has made a claim in writing to Equal Access, specifying a negligent act, omission or statement said to have caused alleged loss or damage sustained or sustainable.
  • Service of Notices
    • Any written notice given under this contract shall be deemed to have been given and received:
      • by handing the notice to the other party, in person;
      • by leaving it at the address of the other party as stated in this contract;
      • by sending it by registered post to the address of the other party as stated in this contract;
      • if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of confirmation of the transmission;
      • if sent by email to the other party’s last known email address.
    • Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
  • Trusts
    • If the Client at any time upon or subsequent to entering in to the contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not Equal Access may have notice of the Trust, the Client covenants with Equal Access as follows:
      • the contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
      • the Client has full and complete power and authority under the Trust to enter into the contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity.
      • the Client will not without consent in writing of Equal Access (Equal Access will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events;
        • the removal, replacement or retirement of the Client as trustee of the Trust;
        • any alteration to or variation of the terms of the Trust;
        • any advancement or distribution of capital of the Trust; or
        • any resettlement of the trust property
  • General
    • The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    • These terms and conditions and any contract to which they apply shall be governed by the laws of Victoria, the state in which Equal Access has its principal place of business, and are subject to the jurisdiction of the Melbourne Courts in Victoria.
    • Equal Access may licence and/or assign all or any part of its rights and/or obligations under this contract without the Client’s consent.
    • The Client cannot licence or assign without the written approval of Equal Access.
    • Equal Access may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of Equal Access’ sub-contractors without the authority of Equal Access.
    • The Client agrees that Equal Access may amend these terms and conditions by notifying the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for Equal Access to provide Goods to the Client.
    • Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
    • Both parties warrant that they have the power to enter into this contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this contract creates binding and valid legal obligations on them.