TERMS & CONDITIONS
Schedule to Terms & Conditions of entry
Blobfish carries on a business of building promotional partnerships between businesses who wish to promote products and services, and third parties who are capable of providing a unique platform for the delivery of promotional activities.
The Supplier carries on a business of media, advertising, marketing, PR, product distribution or sampling.
Blobfish wishes to engage the Supplier to deliver the Promotional Activities and the Supplier has agreed to the engagement on the terms of this Agreement.
Guarantor has agreed to be party to this Agreement for the purposes guaranteeing certain obligations of Supplier.
The parties agree as follows:
1.1 The Supplier will deliver the Promotional Activities detailed in the Campaign Schedule in accordance with the terms of this Agreement.
1.2 The appointment of Supplier as a supplier under this Agreement is non-exclusive and does not restrict Blobfish’s right to contract with other persons to deliver or supply services similar to the Supplier’s Promotional Activity.
2.1 This Agreement starts on the Commencement Date and will remain in force for the Term, unless terminated earlier or extended in accordance with this Agreement.
2.2 The parties may agree to extend the Term. Any extension must be agreed by the parties in writing not less than 30 days before the expiry of the then current term.
3 Delivery of Promotional Activities
3.1 Supplier must:
3.1.1 undertake the Promotional Activities in accordance with this Agreement, the Campaign Schedule and any reasonable direction given to it by Blobfish;
3.1.2 regularly monitor the progress of the Promotional Activities and keep Blobfish informed (and otherwise provide updates on request of Blobfish) of its progress;
3.1.3 immediately repair and/or remedy any defect that may arise in the delivery of the Promotional Activities, at its cost [(by way of example, Supplier must ensure that any wrapping applied to watercraft used to deliver the Promotional Activities remains affixed, and in its intended position, to the watercraft at all times)].
3.2 Supplier is responsible for obtaining (at its own cost) any authorisations, permits and licences which may be required in order for it to deliver the Promotional Activities in accordance with the Campaign Schedule.
3.3 Supplier may, at its election, enter into a separate engagement with a Third Party Promoter(s) (Third Party Engagement) for the purposes of obtaining Promotional Materials to be used by Supplier to satisfy its obligations under this Agreement, including delivery of the Promotional Activities. Supplier acknowledges and agrees that it enters into any Third Party Engagement entirely at its own risk and that Blobfish will not at any time be liable in any way for Suppliers dealings with any Third Party Promoter (including in connection with a Third Party Engagement).
4 General terms
4.1 At all times during the term of this agreement, Supplier must:
4.1.1 hold all authorisations, permits and licences required under any law to deliver the Promotional Activities;
4.1.2 comply with the requirements of all laws of any kind applying to the delivery of the Promotional Activities; and
4.1.3 comply with all directions from Blobfish to ensure minimal interference with Blobfish’s operations.
4.2 Supplier must immediately notify Blobfish in writing if it believes at any time that it is unlikely to be able to deliver any Promotional Activity by the date specified for delivery in the Campaign Schedule (or otherwise as agreed by the parties in writing). The notice must contain detailed reasons for the anticipated delay and Supplier’s best estimate of the expected delay. Notification will not relieve Supplier from any of its obligations under this Agreement.
4.3 If Supplier provides Blobfish with a notice under clause 4.2, or if any delay otherwise occurs in relation to the delivery of Promotional Activities, Blobfish may, in addition to any other rights it has under this Agreement, grant Supplier an extension of time to deliver the Promotional Activities the subject of the delay or cancel the supply of such Promotional Activities.
4.4To avoid doubt, where Blobfish elects to cancel the supply of any part of the Promotional Activities in accordance with clause 4.3 then:
4.4.1 any fees payable by Blobfish to Supplier under this Agreement will be adjusted at the discretion of Blobfish to reflect this change; and
4.4.2 any amounts paid by Blobfish to Supplier, which Blobfish considers reflect a pre-payment for Promotional Activities which have not been delivered by Supplier at the date which Blobfish elects to cancel the supply become immediately payable by Supplier (or the Guarantor, at the election of Blobfish) to Blobfish on demand.
4.5 During the Term of this Agreement, Supplier must not undertake any work for any other person which may adversely affect its ability to perform its obligations under this Agreement. Supplier warrants that at the date of this Agreement no such circumstance exists or is reasonably foreseeable in relation to the performance of its obligations under this Agreement.
4.6 Supplier must immediately notify Blobfish of any matter which does, or which has the potential at any time to, have an adverse effect on Supplier’s ability to perform its obligations under this Agreement. If any such matter arises during the term of this agreement, Supplier must:
4.6.1 notify Blobfish immediately of the matter and its plan for avoiding or managing any adverse effect, or potential effect, on Blobfish; and
4.6.2 take any action(s) required (at its own cost) to avoid or manage the adverse effect or potential adverse effect, including any action that Blobfish may reasonably require to ensure that the matter is avoided or managed in a manner satisfactory to Blobfish.
[5.1 In exchange for Supplier delivering the Promotional Activities in accordance with this Agreement, Blobfish will pay Supplier the Total Investment in accordance with the Campaign Schedule, unless otherwise agreed by Blobfish in writing.]
[5.2 Supplier may submit an invoice to Blobfish not less than 10 business days following the corresponding payment milestone date stated in the Campaign Schedule, and Blobfish will pay all correctly rendered invoices within 30 days of the date which the invoice is received by Blobfish.]
5.3 Blobfish may withhold payment of any amount that it disputes in good faith until the dispute has been resolved.
5.4 Supplier is solely responsible for and must pay all fees, charges and costs incurred in its delivery of the Promotional Activities, including authorisations, permits and licences referred to in clause 3.2 and any labour costs (and entitlements) and/or costs arising in connection with a Third Party Engagement or other third party supply costs. This clause will not apply to the extent that any payment is expressly stated in this Agreement as being Blobfish’s responsibility, or if Blobfish agrees in writing to be responsible for any payment.
5.5 Payments made by Blobfish to Supplier are not wages or salary.
6 Intellectual property
6.1 Nothing in this Agreement assigns or transfers any ownership of any pre-existing Intellectual Property Rights of a party to the other party.
6.2 Supplier must not infringe the Intellectual Property Rights of any party, including but not limited to Blobfish and/or a Third Party Promoter in connection with its delivery of the Promotional Activities. Supplier and Guarantor each severally and continually indemnifies Blobfish against any loss that Blobfish incurs or suffers (directly or indirectly), as a result of a breach of this clause.
7.1 Supplier must:
7.1.1 comply with all Privacy Laws; and
7.1.2 only use and disclose and otherwise deal with any Personal Information it obtains in connection with this Agreement for the purposes, and in accordance with this Agreement.
7.2 Supplier agrees to:
7.2.1 treat Personal Information as if it was an entity bound by the Privacy Laws;
7.2.2 not to do any act or omission, or engage in any practice, that would breach a Privacy Law;
7.2.3 not to do any act or omission, or engage in any practice, which if done or engaged in, would cause Blobfish to breach a Privacy Law;
7.2.4 not to transfer any Personal Information received in connection with this Agreement outside Australia, or allow any person who is located outside Australia to access any such Personal Information, without Blobfish’s prior written consent; and
7.2.5 immediately notify Blobfish if Supplier becomes aware of a breach or possible breach of any Privacy Law in relation to any Personal Information received in connection with this Agreement or the obligations contained in, or referred to in, this clause 7, by Supplier or any of its personnel.
7.3 Supplier warrants:
7.3.1 that any Personal Information that it discloses to Blobfish under this Agreement has been collected in accordance with Privacy Law; and
7.3.2 it is authorised to collect the Personal Information and use the Personal Information for the purposes of this Agreement.
8 Announcements and Confidential Information
[8.1 A party must not make any public announcement or representation to any media representative about this Agreement or anything in relation to it without the written consent of the other party.]
8.2 Each party must not use, copy, disclose, reproduce or make public the Confidential Information.
8.3 If a party becomes aware of a breach of this obligation, that party will immediately notify the other party and take all necessary steps to protect and maintain the Confidential Information.
8.4 This document does not prohibit the disclosure of Confidential Information by a party in the following circumstances:
8.4.1 the other party has consented to the disclosure of the relevant Confidential Information;
8.4.2 the disclosure is specifically contemplated and permitted by this document;
8.4.3 the disclosure of Confidential Information is to an employee, subcontractor, agent or representative who has an express need to know for the purposes of this Agreement and the party disclosing the Confidential Information ensures that the relevant employee, subcontractor, agent or representative complies with the terms of this clause 8;
8.4.4 the disclosure is to a professional adviser in order for it to provide advice in relation to matters arising under or in connection with this document and the party disclosing the Confidential Information ensures that the professional adviser complies with the terms of this clause 8 (to the extent practicable);
8.4.5 the disclosure is required by a court or governmental or administrative authority; and/or
8.4.6 the disclosure is required by applicable law or regulation.
8.5 The party receiving the Confidential Information must immediately notify the other party of any potential, suspected or actual unauthorised use, copying or disclosure of the Confidential Information.
8.6 All obligations of confidence set out in this Agreement continue in full force and effect after the end of the Term.
9.1 Each party represents and warrants to the other on a continuing basis that:
9.1.1 it has full corporate power to enter into and give effect to this agreement and to complete the transactions contemplated by this Agreement;
9.1.2 it has taken all necessary action to authorise the execution, delivery and performance of this Agreement;
9.1.3 at the date of this Agreement, the execution, delivery and performance of this Agreement by it does not contravene any contractual, legal or other obligations that apply to it; and
9.1.4 on execution of this Agreement, its obligations under this Agreement will be valid, binding and enforceable.
9.2 Supplier represents and warrants to Blobfish on a continuing basis that:
9.2.1 by delivering the Promotional Activities it will not be in breach of any applicable laws;
9.2.2 it holds all licences, permits, consents and authorisations required under any law in relation to the delivery of the Promotional Activities and will continue to do so at all times during the Term of this Agreement;
9.2.3 by delivering the Promotional Activities it will not be in breach of, or otherwise infringe, the rights of any person, including any Intellectual Property Rights;
9.2.4 all information, representations, warranties and undertakings made or given by it to Blobfish in relation to its delivery of the Promotional Activities before the date of this agreement, whether in any quotation, tender, correspondence, negotiations or otherwise, are true, complete and accurate in all respects.
10 Liability and indemnity
10.1 Without limiting any other indemnities in this Agreement, Supplier will be liable for and continually indemnifies Blobfish and its officers, employees, representatives and agents against all damages, losses, liabilities and expenses suffered or incurred by any of those indemnified as a result of a breach of this Agreement by Supplier. Without limiting the above, this includes any loss caused by:
10.1.1 any infringement by Supplier of the Intellectual Property Rights of any third party;
10.1.2 a breach of any laws, including Privacy Laws;
10.1.3 a breach of the obligations of confidence set out in this Agreement;
10.1.4 a breach of any of the representations and warranties in clause 9; and/or
10.1.5 any negligent or wrongful acts or intentional misconduct of Supplier.
10.2 In no event will Blobfish be liable for any damages, losses, liabilities, and expenses suffered or incurred by the Supplier as a result of Supplier failing to delivery the Promotional Activities (or otherwise comply with its obligations under this Agreement) as a result of (whether directly or indirectly) the conduct or omission of any Third Party Promoter, including but not limited to the failure of a Third Party Promoter to perform its obligations under a Third Party Engagement.
10.3 The Guarantor must indemnify Blobfish from and against any loss or liability suffered or incurred by Blobfish, its directors and/or employees resulting (directly or indirectly) from any failure by Supplier to comply with any of its obligations under this Agreement.
11.1 Blobfish may terminate this Agreement at any time by 30 days’ written notice to Supplier.
11.2 Blobfish may immediately terminate this Agreement by written notice to Supplier if any of the following occurs:
11.2.1 Supplier is in breach of its obligations under this Agreement and does not remedy the breach (to the extent that it can be remedied) for 10 days after receiving a written notice from Blobfish specifying the breach and requiring it to be remedied;
11.2.2 Supplier is in breach of an essential term of this Agreement or commits a breach of this Agreement which cannot be remedied;
11.2.3 Supplier commits multiple or recurring breaches of this document, whether or not remedied;
11.2.4 Supplier is the subject of an Insolvency Event;
11.2.5 Supplier ceases, or indicates that it is about to cease, carrying on its business;
11.2.6 a crime is committed by Supplier’s directors, shareholders, employees, agents or subcontractors which Blobfish reasonably considers may have the potential to adversely affect Blobfish’s reputation; and/or
11.2.7 Supplier gives notice to Blobfish of the type described in clause 4.2.
11.3 Supplier may immediately terminate this Agreement by written notice to Blobfish if any of the following occurs:
11.3.1 Blobfish is in breach of its obligations under this Agreement and does not remedy the breach (to the extent that it can be remedied) for 10 days after receiving a written notice from Supplier specifying the breach and requiring it to be remedied; or
11.3.2 Blobfish is the subject of an Insolvency Event.
11.4 Any termination of this Agreement does not affect accrued rights arising from any breach of this document occurring before the termination.
12 Obligations at end of Agreement
12.1 If this Agreement ends or is terminated:
12.1.1 Blobfish may, by written notice to Supplier given within 15 business days of the date on which this Agreement ends or is terminated, cancel any Promotional Activities that have not been delivered at the date this Agreement ends or is terminated; and
12.1.2 require Supplier to fulfil all current (and due) deliverables for Promotional Activities that have not been delivered as at the date on which this Agreement ends or is terminated other than any orders or requests that Blobfish has cancelled in accordance with clause 4.3.
12.2 Clause 7 (Privacy), Clause 8 (Announcements and Confidential Information) and Clause 10 (Liability and indemnity) will survive the expiration or termination (for whatever reason) of this Agreement.
12.3 If this Agreement is terminated for any reason, each party retains its rights under this Agreement and at law in respect of any breach of this Agreement by the other party.
13.1 Any notice, consent, information, application or request that must or may be given or made to a party under this Agreement is only given or made if it is in writing and sent in one of the following ways:
13.1.1 delivered or posted to that party at its address set out below; and/or
13.1.2 emailed to that party at its email address set out below,
in the case of Blobfish:
Address: 43 Spring Valley Drive, Torquay, 3228, Victoria
Attention: Nicolas Cann
in the case of Supplier:
Refer to the contact details included in the Campaign Schedule.
13.2 If a party gives the other party 3 business days’ notice of a change of its address, email address, or fax number, any notice, consent, information, application or request is only given or made by that other party if it is delivered, posted, emailed, or faxed to the latest address, email
13.3 Any notice, consent, information, application or request is to be treated as given or made at the following time:
13.3.1 if it is delivered, when it is left at the relevant address;
13.3.2 if it is sent by post, 5 business days after it is posted, or in the case of express or priority postage, 2 business days after it is posted; or
13.3.3 if it is sent by email, as soon as the sender sends the email and no un-receivable email notice is sent back.
13.4 If any notice, consent, information, application or request is delivered, or an error free transmission report in relation to it is received, on a day that is not a business day, or if on a business day, after 5 pm on that day in the place of the party to whom it is sent, it is to be treated as having been given or made at the beginning of the next business day.
14.1 The Supplier agrees that it will not:
14.1.1 canvass, solicit, accept, encourage or invite, directly or indirectly, any enquiries, discussions or proposals in relation to, or which may reasonably be expected to lead to, a direct (or indirect) promotional relationship with any Media Partner; or
14.1.2 enter (or agree to enter) into any direct (or indirect) promotional agreement or relationship with any Media Partner,
without the prior written consent of Blobfish (which may be withheld in its discretion).
14.2 The restrictions in clause 14.1 apply during the Term (including any extension of the Term), and:
14.2.1 during the 12 month period following expiry of the Term, or if a court holds this period to be unreasonable or invalid for any reason, then;
14.2.2 during the 6 month period following expiry of the Term, or if a court holds this period to be unreasonable or invalid for any reason, then;
14.2.3 during the 3 month period following expiry of the Term.
14.3 Supplier acknowledges and agrees that:
14.3.1 the restrictions in clause 14.1 are necessary to protect the legitimate business interests of Blobfish; and
14.3.2 are fair and reasonable in all respects.
14.4 To avoid doubt, this clause 14 does not restrict the Supplier from performing any obligations under an existing contract or arrangement with a Media Partner which is in force and effect at the date of this Agreement. .
15.1 Unless this Agreement expressly provides otherwise, a party may give or withhold an approval or consent in that party’s absolute discretion and subject to any conditions determined by the party. A party is not obliged to give its reasons for giving or withholding a consent or approval or for giving a consent or approval subject to conditions.
15.2 Where this Agreement refers to a matter being to the ‘satisfaction’ of a party, this means to the satisfaction of that party in its absolute discretion.
15.3 A party must not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other party.
15.4 Except as otherwise set out in this Agreement, each party must pay its own costs and expenses in relation to preparing, negotiating, executing and completing this Agreement and any document related to this Agreement.
15.5 This Agreement contains everything the parties have agreed in relation to the subject matter it deals with. No party can rely on an earlier written document or anything said or done by or on behalf of another party before this Agreement was executed.
15.6 This Agreement is properly executed if each party executes either this document or an identical document. In the latter case, this document takes effect when the separately executed documents are exchanged between the parties.
15.7 Each party must at its own expense promptly execute all documents and do or use reasonable endeavours to cause a third party to do all things that another party from time to time may reasonably request in order to give effect to, perfect or complete this document and all transactions incidental to it.
15.8 To the extent that the consideration to be paid or provided under this Agreement is not expressed to be GST inclusive, a party must also pay the GST payable on a taxable supply made to it. The party making the taxable supply must provide a tax invoice to the other party at or before the time that the other party is required to pay the GST. Terms used in this clause have the meanings given to them in the GST Act.
15.9 This Agreement is governed by the law of Victoria. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.
15.10 This Agreement does not create a partnership, agency, fiduciary or any other relationship, except the relationship of contracting parties, between the parties. No party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of the other party. No party is liable for an act or omission of another party, except to the extent set out in this Agreement.
15.11 If a dispute arises in relation to this Agreement, neither party may commence legal proceedings without first attending mediation. Either party may give the other party a notice requiring that an attempt be made to resolve the dispute with the help of a mediator to be appointed jointly by the parties. If the parties do not agree on a mediator within 5 days after the notice is given, the mediator is to be appointed by the President of the Law Institute of Victoria. The mediation must be conducted in accordance with the Resolution Institute Rules for Mediation. Each of the parties must co-operate fully with the mediator. Each of the parties must pay an equal share of the fees and expenses the mediator is entitled to, including any costs incidental to the mediation. To avoid doubt, each party will be responsible for its own costs in connection with any submissions to the mediator (including legal fees).
15.12 Except as otherwise set out in this Agreement, any agreement, covenant, representation or warranty under this Agreement by two or more persons binds them jointly and each of them individually, and any benefit in favour of two or more persons is for the benefit of them jointly and each of them individually.
15.13 Each provision of this Agreement is individually severable. If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction it is to be treated as being severed from this document in the relevant jurisdiction, but the rest of this document will not be affected. The legality, validity and enforceability of the provision in any other jurisdiction will not be affected.
15.14 No variation to this Agreement will be of any force or effect unless it is in writing and signed by each party to this Agreement.
15.15 A waiver of any right, power or remedy under this Agreement must be in writing signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.
15.16 The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.
16 Definitions and interpretation
16.1 In this document the following definitions apply:
Australian Consumer Law means the Australian Consumer Law contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Blobfish Marks means any trade marks, service marks, trade names, business names, logos, slogans and any other identifying symbols and indicia of Blobfish ABN 33 596 923 226 or its sole proprietor, Nicolas Cann.
Campaign Schedule means the campaign execution summary included as Schedule 1 to this Agreement.
Commencement Date means 1 November 2022 or such other date agreed between the parties in writing.
Confidential Information means any information provided by either party to the other, or otherwise obtained by either party, whether obtained before or after execution of this document, in connection with this Agreement. It includes:
(a) all confidential business information, documents, records, financial information, reports, technical information and forecasts which relate to either party’s business;
(b) either party’s intellectual property;
(c) the terms of this Agreement; and
(d) any information created under or arising out of the provision of Promotional Activities or Promotional Material under this document.
It does not include:
(a) information which is in or becomes part of the public domain, other than through a breach of this document or an obligation of confidence owed by one party to the other; or
(b) which can be demonstrated by contemporaneous written documentation was independently acquired or developed without breaching any of the obligations set out in this document.
GST has the meaning given to that term in the GST Act.
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insolvency Event in relation to a party to this Agreement means anything that reasonably indicates that there is a significant risk that that party is or will become unable to pay its debts as they fall due. This includes:
(a) a meeting of the party’s creditors being called or held;
(b) a step being taken to wind the party up;
(c) the appointment of a controller or administrator as defined in section 9 of the Corporations Act;
(d) the party entering into any type of agreement, composition or arrangement with, or assignment for, the benefit of all or any of its creditors;
(e) the party being made subject to a deed of company arrangement; or
(f) a step being taken to have a receiver, receiver and manager, liquidator or provisional liquidator appointed to the party or any of its assets.
Intellectual Property Rights includes all copyright (and future copyright), business, company and domain names, confidential information, rights in trade mark, design, patent, semiconductor or circuit layout rights, trade, and all other rights (whether or not the subject of application or registration) anywhere in the world generally falling within the scope of this term.
Media Activities includes any promotional, marketing or business activities.
Media Partner means any third party which:
(a) has engaged Blobfish; and/or
(b) Blobfish has engaged (whether directly or indirectly),
in connection with the delivery of Media Activities.
Personal Information has the meaning given in the Privacy Act.
Practical Completion means the date on which Blobfish notifies Supplier to confirm that Supplier has satisfied all of its obligations relating to delivery of the Promotional Activities.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Law means the Privacy Act and any other applicable privacy related law that applies to either of the parties or to this Agreement.
Promotional Activities means the marketing and other business activities set out in the Campaign Schedule.
Promotional Material means any products, samples and marketing material supplied by a Third Party Promoter to the Supplier for the purposes of this Agreement.
Term means the term specified in the Campaign Schedule, commencing from the Commencement Date.
Total Investment means $120,000 plus GST being the total amount payable by Blobfish to Supplier in exchange for Supplier delivering the Promotional Activities in accordance with this Agreement.
Third Party Engagement has the meaning given in clause 3.3.
Third Party Promoter means any third party who may from, time to time elect to supply the Supplier with Promotional Material.
Third Party Promoter Marks means all trademarks, service marks, trade names, business names, logos, slogans and any other identifying symbols and indicia of a Third Party Promoter.
16.2 In the interpretation of this document, the following provisions apply unless the context otherwise requires:
16.2.1 Headings are inserted for convenience only and do not affect the interpretation of this document.
16.2.2 A reference in this document to a business day means a day other than a Saturday or Sunday on which banks are open for business generally in Melbourne.
16.2.3 If the day on which any act, matter or thing is to be done under this document is not a business day, the act, matter or thing must be done on the next business day.
16.2.4 A reference in this document to dollars or $ means Australian dollars and all amounts payable under this document are payable in Australian dollars.
16.2.5 A reference in this document to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision.
16.2.6 A reference in this document to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced.
16.2.7 A reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this document.
16.2.8 An expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency.
16.2.9 Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.
16.2.10 A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders.
16.2.11 A reference to the word ‘include’ or ‘including’ is to be construed without limitation.
16.2.12 A reference to this document includes the agreement recorded in this document.
16.2.13 Any schedules and attachments form part of this document.
16.2.14 The parties acknowledge and agree that they have had an opportunity to seek independent advice (including legal advice) in relation to this Agreement.