BMT Tax Depreciation Pty Ltd ACN 115 282 392 (BMT) is committed to protecting personal information we collect from you. BMT has implemented measures to comply with its obligations under the Privacy Act 1988 (Cth) (Act) and the Australian Privacy Principles set out in the Act.
This policy explains how we deal with your personal information.
- Why does BMT collect my personal information?
- What personal information does BMT collect?
- How does BMT collect my personal information?
- What if you don't provide BMT the personal information it requires?
- How does BMT use my information?
- Will your personal information be given to anyone else?
- Is my personal information secure?
- Internet security
Why does BMT collect my personal information?
We collect your personal information primarily to enable us to provide our Quantity Surveying, property depreciation reporting and related services (the Services) to you. BMT may also use this information to promote or market its, or its related business’, current and future products and services to you.
What personal information does BMT collect?
BMT only collects your personal information it requires to provide you the Services, or to promote or advertise BMT's current or future services. The types of information BMT collects include your name, address, personal and/or work contact details and payment details as well as information regarding property, assets and finances that are required to provide the relevant service to you.
If you ask BMT to help you determine which of the Services best suits your needs, BMT may ask you to provide it with additional personal information.
Importantly, BMT does not collect any personal information it does not need.
How does BMT collect my personal information?
Your personal information will usually be collected by BMT when you:
Request information from, or have dealings directly with BMT;
Request that we provide you with the Services;
Access or request information from or through BMT's website, including MyBMT; and
Access BMT Apps including where you enter information via the App.
In addition to collecting personal information directly from you, BMT may collect personal information about you from third parties including credit reporting agencies or your accountant.
In relation to the use of the BMT website, BMT may collect personal information through:
Third party tracking and tag manager software. These are used to install, manage and update all tracking tags and BMT uses all features available in these platforms. They may result in the collection of the following types of information:
General app usage, including button clicks, page views, general location of users
Demographics and interests of users
Number of downloads and installs by device (android and apple) and by campaign
Crashes and exception reporting.
BMT have implemented and use Display Advertising
BMT use Remarketing with Google Analytics and Bing Ads to advertise online
Third-party vendors, including Google and Bing Ads, show BMT ads on sites across the Internet
BMT and third-party vendors, including Google and Bing Ads, use first-party cookies (such as the Google Analytics cookie) and third-party cookies (such as the DoubleClick cookie) together to inform, optimise, and serve ads based on someone's past visits to our website
What if you don't provide BMT the personal information it requires?
If you can't or won't provide BMT with the personal information it reasonably requires, BMT may be unable to provide you the information or Services you wish to receive or use.
How does BMT use my information?
BMT uses your personal information to:
Provide you with the Services;
Determine which of the Services best suit your needs; and
Promote and market BMT's current and future products and services to you; and
Conduct research (including but not limited to client surveys) concerning, BMT's current and future products and services.
BMT will only use your personal information for direct marketing purposes as authorised by the Privacy Act 1988. That includes where we collected the information from you and you would reasonably expect the information to be used for direct marketing. In all other circumstances we would only use your personal information with your consent or where it is impracticable to obtain that consent. In all direct marketing correspondence sent to you we will give you the opportunity to "opt out" of receiving any further marketing correspondence.
Will your personal information be given to anyone else?
In providing you the Services, BMT may be required to disclose your personal information to:
Other BMT companies, including without limitation BMT Insurance, and
BMT's contractors and service providers performing services including (but not limited to) credit reporting, mail-house and printing services.
Other than those above, BMT will not disclose your personal information to any third party unless:
You authorise BMT to do so;
Your safety or the safety of others in the community is at risk; or
BMT is required or permitted by law.
BMT sends personal information to recipients overseas as required when providing its services to you. The countries to which personal information is sent varies depending on the circumstances.
Is my personal information secure?
BMT takes all reasonable steps to ensure your personal information it holds is protected from risks such as loss, unauthorised access or use, destruction, modification or disclosure. BMT only permits its authorised personnel to access your personal information.
The Internet is not a secure environment.
BMT takes reasonable steps to ensure the information you send BMT is, to the extent reasonably possible, secure and protected from risks such as loss, unauthorised access or use, destruction, modification or disclosure.
The BMT website may contain links to other websites. BMT is not responsible for the privacy practices of those other websites. BMT makes no warranty as to the accuracy or content of those linked sites, or that such links will remain current or be maintained.
Customer Service Policy
This policy applies to all transactions conducted on www.bmtqs.com.au for any of the following companies
BMT Tax Depreciation
Shipping & Delivery Policy
We deliver all of our completed reports electronically via email within 24 hours of payment being cleared. For all printed copies, BMT use the normal service provided by Australia Post and our fee includes shipping and delivery costs. We ship our reports within Australia and Overseas as required.
BMT Tax Depreciation wants to ensure that you can make payments with complete confidence online. When making payments on www.bmtqs.com.au your financial details including your credit card number is passed through a secure server using the latest 128-bit SSL (Secure Socket Layer) encryption technology. SSL encryption is the industry standard and helps protect your personal details online. If you have any questions regarding any of our policies, please contact our privacy officer at email@example.com.
Rights of access and correction
You have a right to access the personal information BMT has collected from you. You may request details of your personal information by contacting BMT's Privacy Officer on 1300 728 726 or at firstname.lastname@example.org.
The accuracy of your personal information is important to us. BMT will take reasonable steps to ensure your personal information is accurate, complete and up-to-date. If you believe that any personal information BMT holds about you is not accurate, complete or up-to-date, please contact BMT's Privacy Officer on 1300 728 726 or email@example.com.
Need more information or want to make a complaint?
Postal address The Privacy Officer
BMT Tax Depreciation
PO BOX N314 Grosvenor Place
Sydney NSW 1220.
Phone 1300 728 726
Fax 1300 728 721
Terms of engagement
BMT Tax Depreciation Pty Ltd - Terms of Engagement
- 1.0 Definitions and Interpretation
- 2.0 This Agreement to prevail
- 3.0 Appointment and Scope of Work
- 4.0 Fees
- 5.0 Terms of payment
- 6.0 Time
- 7.0 Site and other facilities
- 8.0 Intellectual property
- 9.0 Termination
1.0 Definitions and Interpretation
1.1 In this document, unless the context indicates a contrary intention:
“Agreement” means these Terms of Engagement and includes the Quotation, the Schedule of Fees and the Schedule of Services.
“Authority” means a Commonwealth, State, Territory, or local government body or agency with jurisdiction.
“BMT” means BMT Tax Depreciation Pty Limited ACN 115 282 392.
“BMT Material” means any:
material created by BMT and its Personnel in connection with this Agreement; and
material developed independently of this Agreement and/or that existed prior to the commencement of this Agreement, that is owned by or licensed to BMT, and is:
- necessary to use or obtain the benefit of the Services; or
- otherwise provided to the Client under this Agreement.
“Client” means the entity which appoints BMT to perform the Services in accordance with this Agreement.
“Client Material” means any material developed independently of this Agreement and/or that existed prior to the commencement of this Agreement that is owned by or licensed to the Client (other than by BMT) and, in each case, provided to or accessed by BMT in connection with its performance of this Agreement.
“Client’s Site” means a site or part of a site other than the premises from which BMT carries on its business.
“Confidential Information” means all confidential, non-public or proprietary information, regardless of how the information is stored or delivered, exchanged between the parties or their Personnel, relating to the business, technology or other affairs of the party disclosing the information.
“Deliverable” means any report, assessment, estimate, plan, study, evaluation, recommendation, forecast or any other document or material to be provided by BMT to the Client as part of the Services under this Agreement.
“Fees” means BMT’s fees as set out in the Schedule of Fees or as otherwise agreed in connection with this Agreement.
“Force Majeure Event” means an event outside the reasonable control of BMT.
“GST” has the meaning given under GST Law.
“GST Law” means the A New Tax System (Goods and Services) Act 1999 (Cth).
“Insolvency Event” for a party, means:
in the case of a corporation:
- the party is liquidated, whether compulsorily or voluntarily (other than for the purpose of amalgamation or reconstruction whilst solvent);
- the party enters into any arrangement with creditors;
- the party becomes subject to external administration within the meaning of Chapter 5 of the Corporations Act 2001 (Cth) including having a receiver or administrator appointed over all or any part of its assets; or
- anything analogous or having a substantially similar effect to the events specified in (1) to (3) above occurs in relation to the party in any jurisdiction, or
in the case of an individual:
- the party commits an act of bankruptcy within the meaning of the Bankruptcy Act 1966 (Cth);
- the party enters into any arrangement with creditors; or
- anything analogous or having a substantially similar effect to the events specified in (1) and (2) above occurs in relation to the party;
“Intellectual Property Rights” means all intellectual property rights, including current and future registered and unregistered rights in respect of trade marks, trade names, trade secrets, domain names, logos, get-up, patents, inventions, discoveries, design rights, copyrights, confidential information, circuit layout rights, all similar rights in any part of the world (including know-how) including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations, and all other intellectual property as defined in Article 2 of the convention establishing the World Intellectual Property Organisation 1967.
“Personnel” means a party’s officers, employees, agents and contractors.
“Quotation” means BMT’s written or verbal proposal to provide the Services to the Client in accordance with this Agreement.
“Schedule of Fees” means the fee proposal outlined in the Quotation.
“Schedule of Services” means the services outlined in the Quotation.
“Services” means the tax depreciation services set out in the Schedule of Services and any other services to be provided by BMT to the Client under this Agreement, as agreed between the parties.
“Work” means the Services to be provided by BMT under this Agreement.
1.2 In this document, unless the context indicates a contrary intention:
headings are for convenience only and do not affect interpretation;
a reference to a person includes a natural person, corporation, partnership, and any other organisation or legal entity;
the word “include” in all its grammatical forms is not a word of limitation;
a word that is derived from a defined word has a corresponding meaning;
the singular includes the plural and vice versa; and
a reference to “dollars” or “$” is to Australian currency.
2.0 This Agreement to prevail
2.1 The terms and conditions of this Agreement prevail over any other terms and conditions (including those of the Client, if any) and can only be varied by written agreement between parties.
2.2 Any request by the Client for the provision of the Services by BMT which purports to include terms not expressly included in this Agreement is of no effect and the Client’s request is deemed to be an offer on the basis of this Agreement.
3.0 Appointment and Scope of Work
3.1 This Agreement becomes binding on the Client when BMT is in receipt of a duly signed acceptance from the Client or instruction to proceed has been given verbally or in writing by the client.
3.2 By instructing to proceed verbally or by signing a Quotation acceptance, the Client is requesting that BMT perform the Services in accordance with this Agreement and the Client is taken to have agreed to the terms and conditions of this Agreement.
3.3 Upon receipt of the instructions referred to in clause 3.2, BMT will provide the Services in accordance with this Agreement.
3.4 The parties will comply with the Australian Standard AS4121 code of ethics and procedures for the selection of consultants and the National Code of Conduct for the Construction Industry as current as at the date of this Agreement, to the extent that they are applicable and consistent with this Agreement.
3.5 The Client is responsible for ensuring that BMT receives all materials, documents, instructions and other information required in a timely manner that are necessary to enable BMT to perform the Services in accordance with this Agreement.
3.6 Unless otherwise agreed between the parties, the Client must provide a reasonable number of copies of all documents to BMT for the supply of the Services under this Agreement, free of charge to BMT. Unless otherwise agreed in writing, all documents must be supplied in digital format.
3.7 BMT is not responsible for any delay and will be entitled to charge for any additional Fees incurred due to the Client’s failure to comply with clauses 3.5 and 3.6 above.
3.8 Any oral or written instructions, materials, documents or other information given by the Client's Personnel, representative or lead consultant to BMT will be deemed to have been given by the Client.
3.9 The Client may issue further directions and request variations to the Services in writing to BMT from time to time. BMT may accept any such reasonable directions or variations and the Client must pay BMT in accordance with Clause 4.0 for any directions accepted or variations agreed by BMT.
4.1 Unless otherwise provided under this Agreement, the Client must pay BMT the Fees for the Services.
4.2 Unless otherwise agreed between the parties, if the scope of the Work is varied by the Client in a manner which requires additional Services to be performed by BMT (including as a result of or in connection with a delay which is beyond the reasonable control of BMT), the Client must pay BMT for the additional Services.
4.3 Unless otherwise agreed between the parties, if the scope of the Work is varied by the Client in a manner which reduces the Services required, the Client must pay BMT for all Services performed under this Agreement in accordance with the Quotation (which may include revisions to accommodate the scope of the required Services).
4.4 In the event of termination of this Agreement prior to the completion of the Work (except under Clause 9.1), the Client must pay BMT for all the Services performed under this Agreement to the date of termination and any applicable termination fees (as notified by BMT to the Client at the relevant time). BMT reserves the right to enforce or waive the agreed upon fee under any circumstance following the Client terminating this Agreement.
4.5 If BMT requests that the Client provide security for BMT’s Fees under this Agreement, the Client must provide security for the requested amount in the form of an unconditional bank guarantee, director's personal guarantee or other form of security nominated by BMT in the Schedule of Fees.
5.0 Terms of payment
5.1 BMT’s Fees and expenses will be invoiced on completion of the report or as otherwise specified by BMT.
5.2 Unless otherwise agreed and notwithstanding Clause 5.3, Fees less than $1000 and Fees for residential reports require payment in full before BMT will release the report.
5.3 The Client must pay all invoices for the Fees and expenses within 14 days from receipt of such invoice.
5.4 Without prejudice to any other right or remedy available to BMT, BMT may charge the Client interest on any Fees and expenses remaining unpaid after the due date at an interest rate of 1% per month or the highest rate allowed by law, whichever is lesser and such interest will accrue daily from the due date until the date of payment.
5.5 BMT may withhold the performance of any Services if the Client fails to pay all Fees owing under this Agreement in accordance with Clause 5.3.
5.6 BMT may engage a debt collection agency or other third party service provider to recover any overdue payments under Clause 5.3. Client must pay BMT for expenses incurred in collecting amounts overdue to BMT, including legal and other third party costs.
5.7 The Client must not withhold any amount of the Fees or expenses under an invoice issued by BMT by reason of any dispute that exists between the Client and BMT or by reason of any set-off or counter- claim by the Client.
5.8 All payments will be processed on receipt of the Client’s authorized credit card information for the agreed Fee.
6.1 BMT will use its best endeavours to perform the Work in accordance with agreed times, but any such agreed times are estimates only and BMT will not be liable for any claim for late performance.
6.2 The Client must pay BMT for any reasonable costs incurred by BMT arising from or in connection with any delay in the provision of the Services that is beyond the reasonable control of BMT.
7.0 Site and other facilities
7.1 If BMT is required to attend a Client’s Site to perform any part or all of the Services, the Client must ensure all parts of the Client’s Site comply with all laws and the requirements of any relevant Authority from time to time, including those relating to occupational health and safety.
8.0 Intellectual property
8.1 Ownership of all Intellectual Property Rights in respect of BMT Material is vested in, or vests on creation in, BMT.
8.2 Without limiting clause 8.1, unless otherwise expressly set out in this Agreement, nothing in this Agreement transfers ownership in, or otherwise grants any rights in or to, any Intellectual Property Rights of a party.
8.3 The Client must not provide any BMT Material to any third party for use in any prospectus, sales or promotional material or for any other purpose without the prior written consent of BMT.
8.4 Subject to clause 8.3, if BMT supplies BMT Materials to the Client as part of the Services, then BMT grants to the Client a non-exclusive, world-wide, perpetual, transferrable, irrevocable, royalty-free licence to use and reproduce the BMT Material, but only as required to enable the Client to receive the full benefit of the Services or Deliverables, to exercise its rights under this Agreement or otherwise, in each case, in connection with the business of the Client.
8.5 If the Client supplies any Client Material to BMT then the Client grants BMT a non-transferable, non-exclusive, royalty-free licence to use the Client Material during the term of this Agreement, solely for the purpose of BMT performing its obligations under this Agreement.
8.6 The Client warrants that the receipt and use of any Client Material will not infringe any person’s rights (including Intellectual Property Rights).
9.1 The Client may terminate this Agreement by 30 days written notice to BMT, if BMT is in material breach of this Agreement that is capable of remedy and BMT has not commenced action to remedy the breach within 30 days after receipt of a written notice from the Client specifying the breach and requiring it to be remedied.
9.2 Without prejudice to any other rights or remedies BMT may have against the Client, BMT may terminate this Agreement immediately by written notice to the Client if:
- it has not received proper instructions from the Client;
- the Client is in material breach of this Agreement that is incapable of remedy;
- the Client is in material breach of this Agreement that is capable of remedy and the Client has not remedied the breach within 7 days of BMT issuing a notice to the Client specifying the breach and requiring it to be remedied;
- if the Client regularly commits breaches of the same provision of this Agreement, whether or not they are remedied, or commits a significant number of breaches which are not remedied and collectively constitute a material breach;
- if any matter relating to the Client or any of its subsidiaries becomes subject of an investigation under any law relating to companies; or
- if an Insolvency Event occurs in respect of the Client.
9.3 If this Agreement is terminated for any reason except under Clause 9.1, the Client must pay BMT in accordance with Clause 4.4 and reimburse BMT for any reasonable costs BMT incurs in contemplation of completing the Services under this Agreement.
9.4 BMT does not breach this Agreement and is not liable to the Client for a delay or failure to perform an obligation to the extent that it results from a Force Majeure Event, provided BMT has taken steps to remove, overcome, minimise or limit the effects of the Force Majeure Event and provides the Client notice of the Force Majeure Event as soon as reasonably practicable. If the Force Majeure Event continues for a period of 30 consecutive days, BMT may immediately terminate this Agreement by giving written notice to Client, and the Client:
must pay BMT in accordance with Clause 4.4; and
releases BMT from all claims in connection with or arising out of the partial or total non- performance of the Services under this Agreement.
10.0 Limitation of liability
10.1 Except as otherwise provided in this Agreement, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the provision of the Services or to this Agreement are excluded to the fullest extent permitted by law.
10.2 Without limiting the generality of Clause 10.1, and except where this Agreement provides otherwise, BMT’s total liability for all claims, losses, damages or expenses (each a “Claim”), under or in connection with or incidental to this Agreement, including the performance or non-performance of BMT’s obligations under this Agreement or anything incidental to it, whether by way of indemnity, and whether in contract, statute, tort (for negligence or otherwise) or any other cause of action will be limited to the total Fees paid by the Client for the Services provided by BMT to the Client under this Agreement immediately preceding the date on which the Claim arose.
10.3 Where any law implies in this Agreement any term, condition or warranty (“Implied Term”) and that law voids or prohibits provisions in a contract excluding or modifying the Implied Term, the Implied Term will be deemed to be included in this Agreement but the liability of BMT for any breach of the Implied Term will be limited, at the option of BMT, to any one or more of the following:
the supply of the Services again; or
the payment of the costs of having the Services supplied again.
10.4 The Client must not commence proceedings against any of BMT’s Personnel in respect of the facts, matters or circumstances giving rise to any Claim referred to in Clause 10.2 and this Clause 10.4 may be pleaded in bar to any such proceedings.
10.5 Despite any other provision in this Agreement, BMT will not be liable for any consequential, indirect or special loss, such as loss of profits or revenue, loss of business opportunity, loss of production or loss of goodwill, suffered by the Client whether arising under or in connection with or incidental to this Agreement, including the performance or non-performance of its obligations under this Agreement or anything incidental to it, and whether by way of indemnity, by statute (to the extent that it is possible to limit such liability), in tort (for negligence or otherwise), or on any other basis in law or in equity.
10.6 The provision to BMT of any documents or information evidencing or relating to any relationship, arrangement, contract or understanding between the Client and any third party is for information purposes only and does not affect, and must not be used to interpret the scope of BMT’s engagement to perform the Services under this Agreement.
10.7 BMT does not assume any responsibility to any third party or undertake to discharge any duty or responsibility of the Client to any third party by performing the Services or providing any Deliverables to the Client.
10.8 BMT assumes no responsibility in respect of, and is not liable for any error, omission, discrepancy or defect in any materials, documents, information or instructions provided by the Client or the Client’s Personnel to BMT under Clause 3.5 or otherwise in connection with this Agreement.
10.9 The Client indemnifies BMT from and against any and all Claims directly or indirectly arising from or in connection with:
any breach of this Agreement by the Client; or
any fraudulent, unlawful, negligent or wilful act or omission by the Client or the Client’s Personnel.
10.10 Notwithstanding anything to the contrary in this Agreement, the Client acknowledges and agrees that any tax depreciation estimates provided as part of the Services are estimates and for reference purposes only, and BMT is not liable for any discrepancies from any assessment by a regulator.
11.1 A party (“the Recipient”) must not disclose any Confidential Information of the other party (“the Discloser”) to any person except:
with the prior written consent of the Discloser, but only to the extent that such consent is given;
to its Personnel or professional advisers (to the extent they need to know the Confidential Information), but only if those persons have agreed to keep the Confidential Information confidential in a manner that is consistent with the terms of this Agreement;
for the purposes of exercising or enforcing its rights under this Agreement; or
to the extent required by applicable law, any Authority or any relevant stock exchange, but only to the minimum extent required to satisfy the law, Authority or rules of the stock exchange.
11.2 The Recipient must keep such Confidential Information confidential and take all steps reasonably required to safeguard the confidentiality of the Confidential Information. If the Recipient discloses information under clause 11.1, they must take all reasonable steps to ensure that the persons receiving the Confidential Information from the Recipient are aware it is the Discloser’s Confidential Information and that the relevant persons do not disclose the Confidential Information except in the circumstances permitted in clause 11.1.
11.3 This Clause 11.0 does not apply to information which:
is or becomes public knowledge other than by a breach of this Agreement;
the Recipient already knows or possesses at the time the other party discloses the information to it (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality);
the Recipient independently developed without reference to the Confidential Information of the Discloser; or
the Recipient acquires from a third party entitled to disclose that information on a non-confidential basis.
11.4 BMT does not sell, rent or lease its customer lists to third parties. BMT may, from time to time, contact the Client about a particular BMT service that may be of interest to the Client. In all cases, the Client’s unique personally identifiable information (e-mail, name, address, telephone number) is not transferred a third party except in accordance with this clause. If the Client does not wish to receive this information, the Client is able to unsubscribe at any time.
12.0 Dispute or difference
12.1 A party must not commence any court or arbitration proceedings relating to a dispute under or in relation to this Agreement unless it complies with this Clause 12.0, except where the party seeks urgent injunctive or declaratory relief.
12.2 A party claiming that a dispute has arisen under or in relation to this Agreement must give written notice to the other party specifying the nature of the dispute.
12.3 A dispute must, in the first instance, be referred to mediation within 30 days after notice is received by a party under Clause 12.2. The mediator will be selected by agreement between the parties who will bear the costs of the mediation equally. In the event that the parties cannot agree on a mediator, the parties must request that a mediator be nominated by the Chapter President of the Australian Institute of Quantity Surveyors in the State or Territory where the Services are being performed.
12.4 If the dispute or any part of it is not resolved within 30 days of the mediation conference, the dispute or any part of it (as the case may be) must be immediately referred to arbitration in accordance with, and subject to, the Institute of Arbitrators Australia Expedited Rules for the Conduct of Commercial Arbitration.
13.1 The Client must not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of BMT, which will not be unreasonably withheld.
13.2 BMT may assign its rights or sub-contract its obligations under this Agreement to a third party on notice to the Client.
14.1 Any notice to be given under this Agreement may be given in writing addressed to the party at the address specified at the commencement of this Agreement or at its last known business address or, if the party is a company, at its registered office.
14.2 Any such notice will be deemed to have been received by the recipient on the third Business Day after the date of posting.
15.0 Applicable law and jurisdiction
15.1 The law governing this Agreement will be the law of the State or Territory in which the Services are performed by BMT and the parties submit to the non-exclusive jurisdiction of the courts in that State or Territory.
16.1 All Fees exclude government taxes introduced or levied after the date of this Agreement. New government taxes and charges will be added to invoice amounts.
16.2 All Fees exclude GST, unless otherwise stated.
16.3 Despite any other provision in this Agreement:
if a party (“supplier”) makes a supply under or in connection with this Agreement on which GST is imposed (not being a supply that is specifically described in this Agreement as "GST inclusive") then, subject to a correctly rendered invoice being issued, the consideration payable or to be provided for that supply under this Agreement but for the application of this clause (“GST Exclusive Consideration”) is increased by, and the recipient of the supply (“recipient”) must also pay to the supplier, an amount equal to the value of the GST Exclusive Consideration (without deduction or set-off) by the then current GST rate, at the same time as the GST Exclusive Consideration is payable or to be provided; and
if one party is required to indemnify, reimburse or contribute to any cost, expense or loss suffered or incurred by the other party, the indemnity, reimbursement or contribution payable does not include any amount for which the other party (or an entity grouped with the other party for GST purposes) is entitled to an input tax credit, but will be increased in accordance with paragraph (a) above if the amount payable is consideration for a taxable supply.
17.1 This Agreement constitutes the sole and entire agreement between the parties with regard to its subject matter and supersede any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of this Agreement, whether orally or in writing. A warranty, representation, guarantee or other term or condition of any nature not contained or recorded in this Agreement is of no force or effect.
17.2 The rights, duties and remedies granted or imposed under the provisions of this Agreement operate to the extent not excluded by law. Notwithstanding the foregoing,
A word or provision must be read down if:
this Agreement is void, voidable, or unenforceable if it is not read down;
this Agreement will not be void, voidable or unenforceable if it is read down; and
the provision is capable of being read down.
A word or provision must be severed if:
despite the operation of clause 17.2(a), the provision is void, voidable or unenforceable if it is not severed; and
this Agreement will be void, voidable or unenforceable if it is not severed.
The remainder of this Agreement has full effect even if clauses 17.2(b)(1) or 17.2(b)(2) apply.
17.3 A right or remedy created by this Agreement cannot be waived except in writing signed by the party entitled to that right. Delay by a party in exercising a right or remedy does not constitute a waiver of that right or remedy, nor does a waiver (either wholly or in part) by a party of a right operate as a subsequent waiver of the same right or of any other right of that party.
17.4 Nothing in this Agreement constitutes or will be deemed to constitute a partnership between the parties or the appointment of one party as the agent of the other, or the employment of one party by the other. Other than as expressly provided in this Agreement, no party has the authority or power to bind the other or to contract in the name of, and create a liability against, the other in any way or for any purpose.
17.5 Clauses 1.0, 2.0, 8.0, 10.0, 11.0, 12.0, 15.0 and 17.0 survive termination or expiry of this Agreement, as does any other clause that, by its nature, is intended to survive such termination or expiry.