A. StretchIQ operates the Website.

B. The Client has represented to StretchIQ its desire to subscribe to the StretchIQ and offer the Product through the Website to its patients / clients (Users) by way of their own business.

C. The Parties have entered into this document to record the terms of their Agreement.


1       Interpretation

1.1    Definitions

The following words have these meanings in this document:

Agreement means this Agreement and includes any Schedules and Annexures as amended from time to time.

Business Day means a day on which trading banks are open for general banking business and that is not a Saturday, Sunday or public holiday in the place where a thing is to be done.

Client means the individual or company that subscribes to the StretchIQ.com website.

Confidential Information means information of every kind contained in or concerning:

(a)     the past, present or future business operations or affairs of the disclosing party;

(b)     the possibilities, procedures, operations, practices, studies, feasibilities, evaluations, processes, organisation and procedures of the disclosing party directly or indirectly touching or concerning the disclosing party’s business;

(c)     written reports, memoranda and other writing and papers or computer records or electronic data bases including any technical data files relating to the disclosing party’s business;

(d)     prices and cost information relating to the disclosing party’s business;

(e)     any intellectual or industrial property owned or otherwise available for use by the disclosing party;

(f)      the business transactions, business methods, records, forms, costings, charges, financial affairs and trade secrets of the disclosing party;

(g)     all manuals, records, computer files and software, documents and materials generated or arising directly or indirectly out of any disclosure by the disclosing party;

(h)     all other documents and things whether recorded or not and however recorded, supplied or made available by the disclosing party to the other; and

(i)      this document whether or not such information is described as confidential.

Control of a corporation includes the power (whether it is legally enforceable or not) to control, whether directly or indirectly, a composition of the board of directors of that corporation, the voting rights of the majority of the voting shares of the corporation or the management of the affairs of the corporation.

Fees means the amount payable by a Client for using the StretchIQ Website.

Insolvency Event means, with respect to an entity, the happening of the following events:

(a)     an application (other than one dismissed within five Business Days) is made to a court for an order, or an order is made, that an entity be wound up;

(b)     an application (other than one that is dismissed within five Business Days) is made to a court for an order appointing a liquidator, provisional liquidator, receiver or other administrator in respect of an entity, or one of them is appointed whether or not under an order;

(c)     a resolution is passed to appoint an insolvency administrator in respect of any entity;

(d)     an entity enters into, or resolves to enter into, a scheme of arrangement or composition with, or assignment for the benefit of, all or any class of its creditors, or it proposes a reorganisation, moratorium or other administration involving any of them;

(e)     an entity resolves to appoint an administrator to itself, wind itself up, or otherwise dissolves itself, or gives notice of intention to do so, or is otherwise wound up or dissolved;

(f)      an entity is, or states that it is, unable to pay its debs when they fall due;

(g)     an entity takes any step to obtain protection, or is granted protection, from its creditors under any applicable legislation;

(h)     any secured creditor of any entity enforces its security; and

(i)      anything having a substantially similar effect to any of the events specified in paragraphs (a) to (h) above happens under the law of any applicable jurisdiction.


Intellectual Property Right means any intellectual property right at any time protected by statute or common law in Australia or elsewhere in the world and whether registered or unregistered, including copyright, trademarks, patents, patentable inventions, registered designs and rights in circuit layouts, but excluding moral rights.

Operative Date means the date of this Agreement.

Personal Information has the meaning given to that term by the Privacy Law.

Privacy Law means:

(a)    the Privacy Act 1988 (Cth);

(b)    any legislation from time to time in force in:

(i)      the Territory; or

(ii)     any place outside the Territory, which is binding upon the relevant party, affecting privacy or personal information; and

(c)     any rules, regulations, guidelines or orders issued under the legislation referred to in paragraphs (a) and (b).

Products means those individual items specified in the Product Listing supplied by StretchIQ from time to time, specifically the StretchIQ online system of stretches and/or exercises.

StretchIQ means UltimatebodyIQ Pty Limited (ACN 153 268 403) trading as StretchIQ and includes any agent of StretchIQ.

StretchIQ Employees means employees subject to an employment contract with StretchIQ and entitled to receive a wage or salary from StretchIQ.

Subscription means the payment made to StretchIQ.com to access website, on either a monthly or annual basis, and provide access for it’s users to the Products.

Term means the period commencing from the time the Client subscribes to StretchIQ and concluding at such time as when the Client’s subscription expires.

Territory means Australia.

User means a person that is issued with access to Product or Products by a client from the StretchIQ Website.

User Information means any information collected by the Client from any User, including any Personal Information relating to any User.

Website means www.stretchiq.com and is the website of StretchIQ made available for a Client and/or User to obtain the Products.

2       appointment

2.1    Subject to the Client complying with the terms and conditions of this agreement, StretchIQ appoints the Client as a non-exclusive distributor of Stretch IQ’s Products during the Term.

2.2    The Client accepts the appointment.

2.3    The Client is entitled to describe itself as StretchIQ’s “Authorised Distributor” for the Products but shall not hold itself out as StretchIQ’s Agent or employee for any purpose or make any warranty or representation on behalf of StretchIQ.

2.4    The Client acknowledges that a User may purchase Products from StretchIQ directly from the StretchIQ.com website.

3       general obligations of CLIENT

3.1    The Client must:

(a)     market the Products, trading under its own business name to Users;

(b)     ensure that any notices relating to the Intellectual Property Rights of StretchIQ appearing on or in the Products are not altered or removed;

(c)     promptly inform StretchIQ of any matter which may affect or assist the promotion and marketing of the Products including any problems which may be reported by Users in accessing or using the Website;

(d)     provide all assistance, co-operation and information requested by StretchIQ from time to time in relation to the Products, Users and any other matters relating to the marketing of the Products;

(e)     promptly inform StretchIQ of any complaints about the Products received from Users and provide such further information as StretchIQ may require;

(f)      comply with all laws in force in the State of New South Wales relating to the promotion, marketing or sale of the Products;

(g)     maintain at its own expense the premises from which it conducts its business in an appearance and condition which benefits the reputation of the Products; and

(h)     promptly pay to StretchIQ any money owing to StretchIQ and secure any approval, authority or permit required from any authority for any payment.

3.2    The Client must not:

(a)     make any false, misleading or deceptive statement to any person about the Products or StretchIQ;

(b)     represent itself as the agent of StretchIQ; nor

(c)     incur any liability, enter into any contract or assume any obligation on behalf of StretchIQ.


4.1    StretchIQ will at all times during the Term act towards the Client dutifully and in good faith.

4.2    StretchIQ will:

(a)     comply with all the applicable laws and regulations relating to the nature of the Product; and

(b)     ensure that appropriate security measures are developed, implemented and maintained by it to protect the Website against unauthorised access or use.


5.1    Upon payment of a subscription fee by the Client to StretchIQ and a User account being established, StretchIQ will generate an automated personalised login (“the Login”) for the User to enable them to access the Website and the Products.


6.1    Subject to clause 6.2, the subscription price list (Fees) for access to the StretchIQ.com website and products as at the Operative Date is as published on the StretchIQ Website and is exclusive of GST.

6.2    The Fees may change from time to time at the discretion of StretchIQ.

7       payment PROCEDURE AND RULES

7.1    All subscription fees are to be paid by credit card in advance of access to the StretchIQ website and products being granted.

7.2    If a Client does not maintain an active subscription

then the following will apply:

(a)     The Client will no longer be able to access the StretchIQ.com website, products and User accounts; and

(b)     The Client’s users will no longer be able to access the StretchIQ.com website and products.

8       product changes

8.1    StretchIQ reserves the right to change the Product Listing from time to time.

9       delivery of products

9.1    When StretchIQ delivers the Products to the User, the User is subject to StretchIQ’s Website terms and conditions.

10     PRODUCT suspension and WITHDRAWAL

10.1  If directed by StretchIQ in writing, the Client must suspend or cease the marketing and sale of any Products, as StretchIQ may require.

10.2  StretchIQ may only direct the Client as set out in clause 10.1 if:

(a)     StretchIQ believes that any of the Products are defective or infringe the Intellectual Property Rights of any person;

(b)     StretchIQ or the Client is or may be the subject of any legislative or regulatory requirement affecting the Sale of Products; or

(c)     there is anything else which may have a detrimental effect upon the goodwill or reputation of StretchIQ or in the Products which, in Stretch IQ's opinion, is grounds for suspending or withdrawing the Products from Sale.

10.3  If the Client becomes aware of any circumstances as described in clause 10.2, or any other circumstance, which may be grounds for any suspension or withdrawal, the Client must immediately notify StretchIQ in writing.

10.4  If StretchIQ issues a direction under clause 10.1 and the direction relates to the Products distributed by the Client then, if the direction is:

(a)     to cease issue, selling or otherwise marketing those Products; or

(b)     to suspend the issue, sale or other marketing of those Products and the suspension continues for a period in excess of 14 days; and

(c)     the Client and StretchIQ are not otherwise able to agree upon other Products or other arrangements between them so as to permit an ongoing arrangement satisfactory to both parties within thirty (30) days of the direction being given, then either party may, by notice to the other, terminate this agreement.

10.5  If a direction given under clause 10.1 relates to a suspension of sale or other distribution and StretchIQ notifies the Client of the cessation of the suspension within the period referred to in clause 10.4(b), then the Client must resume distribution of the relevant Products immediately.


11.1  StretchIQ will conduct promotional exercises and promotions, and promote the product to Users at its absolute discretion from time to time.

11.2  At its absolute discretion, StretchIQ may supply to the Client marketing materials and other relevant promotional materials relating to the Product.

11.3  The Client will give to Users or prospective Users any advertising or point-of-sale materials provided by StretchIQ to the Client for distribution to Users.

11.4  The Client will engage in a consultative process with StretchIQ to effectively market the Product, however it is acknowledged that the ultimate marketing decisions will be at the discretion of the Client.


12.1  StretchIQ shall from time to time supply to the Client such catalogues, brochures and up to date information concerning the Product as StretchIQ may consider appropriate or as the Client may reasonably require in order to assist the Client in the issue of the Products in the Territory, and StretchIQ shall endeavour to answer as soon as practicable any technical enquiries concerning the Products.

12.2  StretchIQ will keep the Client informed of any information, which may come into its possession which is likely to be relevant in relation to the marketing of the Product in the Territory.

12.3  At the absolute discretion of StretchIQ and the Client will establish market strategies in consultation with each other.

13     collection of INFORMATION

13.1  The Client must provide the User Information to StretchIQ as required by StretchIQ from time to time.

13.2  The Client must, and must procure that its employees, agents and contractors, act in accordance with the Privacy Law in dealing with any Personal Information of any Users.

13.3  The Client must not, and must procure that its employees, agents and contractors do not, use any User Information for any purpose other than fulfilling the Client's obligations under this Agreement.

13.4  The Client must co-operate with StretchIQ to resolve any complaint made under any Privacy Law and in relation to any request for access to Personal Information.


14.1  Warranty

(a)     StretchIQ supplies the Products at the Client’s own risk.  In particular, and without limitation StretchIQ does not warrant that the Products are current, accurate or complete and gives no warranty as to the fitness of the Products for the Client’s requirements.

(b)     The Client acknowledges and agrees that, in entering into this Agreement, he/she/ it has not relied on any representations made by StretchIQ (or its officers, employees or agents).  In particular, and without limitation, the Client has not relied on any descriptions, illustrations or specifications contained in any document (including any website, catalogues or publicity material produced by StretchIQ).

(c)     The Client acknowledges and agrees that the User will be subject to the Terms and Conditions set out on the Website with regard to the use of the Products.

14.2  Exclusion of Liability

(a)     Except for warranties expressly made in this Agreement, all conditions, warranties, undertakings or representations express or implied and whether arising by statute, general law or otherwise are, to the extent permitted by law, expressly excluded and the terms of this Agreement and the terms of the Website are the only terms and conditions applying.  Where the law implies a warranty, StretchIQ expressly limits its liability under any such warranty to the re-supply of any Products supplied under this Agreement.

(b)     Subject to clause 14.2(a), under no circumstances is StretchIQ (or its officers, employees or agents) liable to the Client for any direct, indirect or consequential loss or damage, howsoever caused, sustained by the Client in connection with this Agreement or the Products (including without limitation, sustained by the Client as a result of negligence, except when sustained as a result of negligence or wilful misconduct of StretchIQ (or its officers, employees and agents).

14.3  Indemnity

(a)     The Client will at all times indemnify and keep indemnified StretchIQ (and its officers, employees and agents) from and against any loss or liability (including reasonable legal costs and expenses) incurred by any of those indemnified arising from any claim, demand, suit, action, or proceeding (including a claim for a breach of a person’s Intellectual Property Rights or moral rights) by any person against any of those indemnified where the loss or liability arose out of, in connection with, or in respect of the Products or any breach of this Agreement by the Client.

(b)     This indemnity will be granted irrespective of whether legal proceedings are instituted and the means, manner or nature of any settlement, compromise or determination.  StretchIQ may recover a payment from the Client under this indemnity before it makes the payment in respect of which the indemnity is given.

14.4  Refunds and Consumer Guarantees

Any amounts paid by the Client to Stretch IQ are non-refundable to the extent permitted by law.  This clause is not intended to exclude or limit any rights which the Client may have under the Competition and Consumer Act 2010 (Cth) or equivalent State or Territory Laws.


15.1  Both parties must keep proper books of account and records showing clearly all transactions to which this agreement relates for a period of seven years after the relevant transaction occurred or longer if required by any law in the State of New South Wales.

16     confidentiality

16.1  Each party shall treat Confidential Information disclosed to it by the other party as confidential and to this end (but without limiting the generality of the obligation hereunder) each party shall:

(a)     initiate a system for the safe custody of the Confidential Information and for the control of making copies of it and for their safe custody;

(b)     instruct each and every employee who will be required to use the Confidential Information to the effect that it is to be treated as confidential and kept in safe custody, and

(c)     allow each party to inspect the premises and method of administration of these provisions by the other at any reasonable time.

The obligation of confidentiality under this clause shall continue for the term of this document and after it unless it is agreed by both parties that any such Confidential Information is in the public domain or is otherwise sufficiently public as to negate this obligation.

16.2  The confidentiality obligations in this clause do not apply in the recipient is compelled to disclose the Confidential Information by law.

17     terms and termination

17.1  This Agreement commences upon the activation of the Client’s subscription with StretchIQ and ceases upon the expiry of that subscription.

17.2  A Party may terminate this Agreement with immediate effect by giving notice to the other Party if:

(a)    any money payable to it under this Agreement is in arrears and such other Party fails to pay the same within thirty (30) days;

(b)    such other Party breaches any material term of this Agreement not capable of remedy;

(c)     such other Party breaches any material term of this Agreement capable of remedy and fails to remedy the breach within thirty (30) days after receiving notice requiring it to do so;

(d)    such other Party repeatedly breaches any term of this Agreement and fails to demonstrate, within sixty (60) days after receiving notice requiring it to do so, to the first Party’s reasonable satisfaction, that similar breaches will not occur;

(e)    any event referred to in Clause 19 becomes applicable to such other Party (whether or not notified).

17.3  Termination of this Agreement does not affect any accrued rights or remedies of either Party.

17.4  Clauses 13, 14, 15, 16, 19 and 20 survive termination of this agreement, without limiting the effect of any other clauses which, by their nature, are intended to survive termination.


18.1  A Party must notify the other Party immediately if:

(a)    it disposes of the whole or any part of its assets, operations or business other than in the normal course of business (other than a voluntary liquidation for the purpose of amalgamation or reconstruction if the new company assumes all of such Party’s obligations under this Agreement);

(b)    it makes an assignment for the benefit of creditors or holds any meeting of creditors, proposes to enter into or has proposed to it entering into any arrangement or composition with its creditors (including any deed of company arrangement as described in the Chapter 5 of the Corporations Act 2001);

(c)     it ceases to be able to pay its debts as and when they become due;

(d)    any step is taken by a mortgagee or other creditor to enter into possession of or dispose of the whole or any part of it’s assets or business;

(e)    it ceases or threatens to cease to carry on business, or becomes insolvent within the meaning of Section 95A of the Corporations Act 2001; or suffers any analogous event;

(f)     any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an encumbrancer, an administrator or other like person for the whole or any part of such Party’s assets or business, or application is made or a resolution is passed or attempted to be passed for it to be put into liquidation or provisional liquidation;

(g)    any step is taken against it by any government, government body or regulator for any unlawful reduction in its assets or the funds under its control; or

(h)    a resolution is passed for the voluntary or compulsory liquidation of, or if a receiver is appointed over all or part of its business.

19     CONSEQUENCES OF termination

19.1  On the termination of this agreement:

(a)     all distribution rights granted to the Client by StretchIQ will cease immediately;

(b)     The Client must immediately cease to offer the Products to users for sale or other marketing;

(c)     The Client must refrain from advertising that its business is in any way connected to StretchIQ;

(d)     The Client must immediately return to StretchIQ, or comply with any directions given by StretchIQ as to the disposal of, all documents and materials bearing the Trade Marks and all Product advertising and point‑of‑sale materials in its possession or control.

19.2  The costs incurred by the Client in complying with Clause 19.1 shall, where termination is by the Client following a material breach by StretchIQ, be to the account of StretchIQ and in any other case for the account of the Client.


20.1  All Intellectual Property Rights in the Products and in any document or thing provided by StretchIQ to the Client are the sole and absolute property of StretchIQ or of any third party licensor. Nothing in this agreement grants to the Client any interest in any of these Intellectual Property Rights.

20.2  StretchIQ grants to the Client a non-exclusive licence during the Term to use the Trade Marks in the Territory to promote, market and sell the Products to Users provided that:

(a)     StretchIQ gives prior written approval for all advertising and other materials bearing the Trade Marks and any campaign or promotion in which the Trade Marks are proposed to be used; and

(b)     The Client complies with all guidelines or directions given by StretchIQ from time to time relating to the use of the Trade Marks.

20.3  The Client must not register or use as part of its corporate, business or trading name the whole or any part of any Trade Marks or any corporate, business or trading name of Stretch IQ.

21     GST

21.1  GST Law means the A New Tax System (Goods and Services) Act 1999 (Cth) and any other law dealing with the imposition or administration of a goods and services tax in Australia. Terms used in this clause which are defined in the GST Law have the meaning given in that law.

21.2  Each party warrants to the other that it is registered for GST. Each party must notify the other if it ceases to be registered for GST.

21.3  Amounts payable under this agreement do not include GST unless otherwise stated.

21.4  If any payment made or other consideration given by a party (Payer) in connection with this agreement does not include GST and is the consideration for a taxable supply for which the party who makes the supply is liable for GST (GST Supplier), the Payer must, at the same time as the consideration is given, pay to the GST Supplier an additional amount equal to the amount of the consideration multiplied by the rate of GST under the GST Law.

21.5  Any reference in this agreement to a cost or expense to be reimbursed by one party to another (Payee) includes any GST payable in connection with a taxable supply to which that cost or expense relates, less the amount of any input tax credit that the Payee or, if the Payee is a member of a GST group, the representative member of the GST group is entitled to claim.


22.1  A party is not liable for any loss or damage arising from any failure to perform its obligations under this agreement where the failure is wholly or substantially due to a force majeure event, which is any cause beyond the control of that party, including strikes, industrial action, war, sabotage, terrorist activity, national emergency, blockades, governmental action, inaction or request or any act of God, provided that the party seeking to rely on the benefit of this clause:

(a)     as soon as reasonably practical, notifies the other party of the extent to which it is unable to perform its obligations; and

(b)     uses its best endeavours to minimise or manage the adverse effects of the force majeure and perform its obligations under this agreement as quickly as possible.

22.2  Where the force majeure event prevents a party from performing a material obligation under this agreement for a period in excess of thirty (30) days, then the other party may by notice terminate this agreement, which will be effective immediately, unless otherwise stated in the notice.


23.1  Unless a party has complied with clauses 23.2, 23.3 and 23.4 of this agreement, that party may not commence court proceedings or arbitration relating to any dispute arising from this document except where that party seeks urgent interlocutory relief, in which case that party need not comply with this clause before seeking the relief.

23.2  A party claiming that a dispute has arisen in connection with this agreement must give notice to the other party designating, as its representative in negotiations relating to the dispute, a person with authority to settle the dispute and the other party must promptly give notice to the other party each designating, as its representative in negotiations relating to the dispute, a person with the same authority.

23.3  The designated persons (each a Representative) must, within 10 days of the last designation required by clause 23.2 and following whatever investigations each deems appropriate, use reasonable commercial endeavours to resolve the dispute.

23.4  If the dispute is not resolved within that 10 day period (or within any further period as the Representatives may agree in writing) the parties must within a further 10 days (or within such further period as the Representatives may agree in writing) use reasonable commercial endeavours to agree on a process for resolving the whole or any part of the dispute through means other than litigation or arbitration, such as further negotiations, mediation, conciliation, independent expert determination or appraisal, or mini-trial. The Representatives must also use reasonable commercial endeavours to agree on:

(a)     the procedure and timetable for any exchange of documents and other information relating to the dispute;

(b)     procedural rules and a timetable for the conduct of the selected mode of proceeding;

(c)     a procedure for selection and compensation of any neutral person who may be employed by the parties in dispute; and

(d)     whether the parties should seek the assistance of a dispute resolution organisation.

23.5  The purpose of any exchange of information or documents or the making of any offer of settlement under this clause is to attempt to settle the dispute between the parties. No party may use any information or documents obtained through the dispute resolution process established by this clause for any purpose other than an attempt to settle the dispute between the parties.

23.6  After the expiration of the time established by or agreed under clause 23.6 for agreement on a dispute resolution process, a party which has complied with the provisions of clauses 23.2, 23.3 and 23.4 may by notice terminate the dispute resolution process provided for in those subclauses and may then refer the dispute to arbitration or commence proceedings relating to the dispute.


24.1  Except as expressly provided, nothing in this Agreement:

(a)     constitutes a partnership between the parties; or

(b)     makes a party an agent of the other party for any purpose.

24.2  Neither party can in any way or for any purpose:

(a)     bind the other party; or

(b)     undertake or accept any obligation or benefit on behalf of or in the name of the other party.

24.3  If a party's performance of an obligation is dependent upon the other party, that other party must do all things reasonably within its power to assist the other in the performance of that obligation.

25     NOTICES

25.1  A party notifying or giving notice under this agreement must notify:

(a)    in writing;

(b)    addressed to the address of the recipient; and

(c)     hand delivered or sent by pre-paid post to that address or sent by facsimile transmission.

25.2  A notice given in accordance with clause 25.1 will be deemed received:

(a)     if hand delivered, on the date of delivery;

(b)     if sent by pre-paid post, 10 business days after the date of posting; and

(c)     if sent by facsimile transmission, on the business day after the day the transmission is sent (as long as there exists a sender's confirmation report specifying a facsimile number of the recipient, the number of pages sent and the date of the transmission).

26     NO WAIVER

26.1  A party does not waive a right or remedy in connection with this agreement if it:

(a)     fails to exercise the right or remedy;

(b)     only partially exercises the right or remedy; or

(c)     delays in exercising the right or remedy.

26.2  A party which exercises a single right or remedy or partially exercises a right or remedy maintains its right to:

(a)     further exercise the right or remedy; or

(b)     exercise another right or remedy.

26.3  A waiver is effective only if in writing and properly signed by or on behalf of the party to be bound.

26.4  A waiver is effective only:

(a)     to the extent that the party giving it expressly states in writing;

(b)     in the specific instance in which it is given; and

(c)     for the purpose for which it is given.


Neither Party may transfer or assign this Agreement or its obligations under this Agreement, in whole or in part, without the prior written consent of the other Party (which shall not be unreasonably withheld) provided, however, that either Party, upon not less than thirty (30) days prior written notice to the other Party, may assign this Agreement in whole (but not in part) to any Affiliate of such Party.  Any purported assignment in violation this clause shall be null and void.

28     COSTS

Each party is to pay its own legal costs and disbursements of and incidental to the negotiation, preparation, completion and signing of this agreement.


29.1  This agreement is governed by the laws of New South Wales.

29.2  The parties submit to the jurisdiction of its courts.


30.1  This Agreement embodies the entire understanding between the parties.

30.2  All previous negotiations, understandings, representations, warranties, memoranda or commitments in relation to, or in any way affecting, the subject matter of this document are merged in and superseded by this document and are of no force or effect whatever and no party is liable to any other party in respect of those matters.

30.3  No oral explanation or information provided by any party to another:

(a)     affects the meaning or interpretation of this document; or

(b)     constitutes any collateral document, warranty or understanding between any of the parties.

30.4  The following apply in the interpretation of this agreement, unless the context requires otherwise.

(a)     A reference to this agreement, this deed, this document or a similar term means either the agreement set out in this document or the document itself, as the contents requires.

(b)     A reference to any Act, regulation, rule or similar instrument includes any consolidations, amendments or re-enactments of it, any replacements for it and any regulation or other statutory instrument issued under it.

(c)     A reference to the singular includes the plural and vice versa.

(d)     A reference to a gender includes a reference to each gender.

(e)     A reference to a party means a person who is named as a party to this agreement.

(f)      Person includes a firm, corporation, body corporate, unincorporated association and a governmental authority.

(g)     A reference to a party or a person includes that party or person's executors, legal personal representatives, successors, liquidators, administrators, trustees in bankruptcy and similar officers and, where permitted under this agreement, the party or person's substitutes and assigns.

(h)     An agreement on the part of, or in favour of, two or more persons binds or is for the benefit of them, and any one or more of them, both jointly and severally.

(i)      Includes means includes without limitation.

(j)      Where a word or expression has a defined meaning, its other grammatical forms have a corresponding meaning.

(k)     A reference to an act includes an omission, statement or undertaking (whether or not in writing) and the execution of a document.

(l)      A reference to a clause, schedule or annexure is a reference to a clause, schedule or annexure to this agreement.

(m)   A reference to time is to the time in place where a thing is to be done, unless specified otherwise.

(n)     A reference to dollars or $ is to Australian currency.

30.5  A heading is for reference only. It does not affect the meaning or interpretation of this agreement.

30.6  Any schedule or attachment to this agreement forms part of it. If there is any inconsistency between any clause of this agreement and any provision in any schedule or attachment, the clause of this agreement will prevail.