Consulting, Advisory and Professional Services

1.

Overview

1. Thryvv.io agrees to provide the Services to the Customer in accordance with this Agreement.
   
   
2. This Agreement includes these standard terms and the details set out in a Proposal, Strategy or Statement of Work.
   
   
3. In the event of any express inconsistency, the provisions in the Proposal, Strategy or Statement of Work will prevail over these standard terms.

2.

Term

1. This Agreement commences on the Commencement Date and continues until the expiry of the Initial Term, unless terminated earlier in accordance with clause 3.4 or renewed.
   
   
2. Monthly engagements will automatically renew on a month to month basis once the Initial Term has expired.
   
   
3. For other engagements, prior to the expiry of the Initial Term, the Customer will have the option to extend the Agreement for the Renewal Term by providing Thryvv.io with no less than 14 days' written notice prior to the expiry of the Initial Term. Term extensions may attract additional fees. We will review and make a determination on term extension requests on a case by case basis. Term extensions are provided at our complete discretion.

3.

Scope of Work, Timeframes and Termination

3.1 Objectives

1. We will provide you with professional services in compliance with APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code).
   
   
2. We will provide the scope of work output within the specified timeframe or within a reasonable period considering the context of the services.
   
   
3. Unless otherwise specified in this TE or letter of engagement, audit and assurance or review are not included in this engagement.

3.2 The Services

1. The Services are specified in a Proposal, Strategy, Engagement Letter, Pro-Forma Invoice, Invoice, Statement of Work or other communication from us.
   
   
2. Thryvv.io will provide the Services in a professional manner with due care and skill and in accordance with good industry practice.
   
   
3. You understand that the nature of our services can be complex and rest largely outside of our control, and as such we cannot make any warranties or guarantees as to the success of the Services. Any representation made by us is done so on an predicted outcome, and is based on:
   
   
4. 1. our knowledge of the circumstances at the time, noting that we may not have undertaken a thorough review or audit of the information at hand.
      
      
   2. information provided by you;
      
      
   3. our best attempts to predict how a third party (i.e. insolvency practitioner or investor) will view the matter.
      
      
5. In providing the Services, Thryvv.io will comply with all Laws, including Privacy Laws.
   
   
6. Additional services may be provided under this Agreement where the parties agree to and sign a written addendum that specifies the additional services and states that those additional services are being provided pursuant to this Agreement.

3.3 Timeframes

1. We will supply the Services and deliver the Deliverables to meet any timeframes set out in a Proposal or Statement of Work. If not provided, the timeframes are for a terms reasonable for the scope of work or aligned to the strategy in place.
   
   
2. You accept that various elements of our engagement which may be material to the Services and Scope of Work may be out of our control.
   
   
3. We do not accept liability where timeframes are not met because information is not provided in a reasonable time by the client.
   
   
4. If we require you to provide anything to Thryvv.io or to do anything so that Thryvv.io can provide the Services, then the Customer’s obligations to do so are set out in a Proposal or Statement of Work and the Customer must fulfil these obligations within a reasonable time period. The Customer cannot make any claim against Thryvv.io, including for failure to meet any timeframes, if the Customer does not fulfil these obligations.

3.4 Termination

1. Either party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if:
2. 1. the other party experiences an Insolvency Event; or
   2. the other party breaches any material provision of this Agreement which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within 21 days after receiving written notice from the terminating party requiring it to do so.
      
      
3. The Customer may terminate this Agreement on 30 days' written notice for any reason and without cause. If the Customer does so, the Customer must pay Thryvv.io for all work done by Thryvv.io up until the end of that 30-day period.
   
   
4. Where the client has not supplied the information we require to undertake the Scope of Work, and the engagement has extended beyond 6 months, the engagement automatically terminates. Thryvv.io may opt to extend the engagement on a case by case basis at its sole discretion. Thryvv.io will not issue refunds of any payments made if the engagement terminated under this clause.
   
   
5. The Customer may not suspend work on the Services without Thryvv.io’s written consent.
   
   
6. Thryvv.io is under no obligation to provide a refund for any payments made in advance in the event of a termination.

4.

Our Promise

1. We will perform procedures (guided by the APES suite of standards) required that are directly related to the engagement consistent with our fundamental principles of integrity, objectivity, professional competence and due care, confidentiality, professional behaviour, and identifying, avoiding and dealing with conflicts of interests (Fundamental Principles).
   
   
2. We will seek to understand your requirements and provide you services confidentially and professionally.  Any information pertaining to your affairs, whether it be provided by you, or through a Trusted Adviser Insight via the CDR, will be utilised and stored in an appropriate manner to maintain our professional standards and obligations.  Further information on privacy is noted at section 10 of this letter.
   
   
3. We will document sufficient and appropriate records of the procedures performed for the TE, which may be subject to the CPA Australia Best Practice Program assessment under APES 320 Quality Control for Firms.

5.

Our Obligations

1. We are obliged to consider whether our clients create any threats to compliance with our Fundamental Principles and where we cannot reduce the risk to an acceptable level we are obliged to cease the TE under the Code (section 320) to decline or cease the client engagement.
   
   
2. We have a duty to act in your best interests, unless this duty is inconsistent with our duty to act in the public interest.
   
   
3. We are responsible for maintaining records for a period of 5 years unless otherwise required by legislation.
   
   
4. During the course of our engagement, if we identify or suspect that Non-Compliance with Laws or Regulations (NOCLAR) has occurred or may occur, which may have a direct effect on material amounts or disclosures in the financial statements or compliance and may be fundamental to your ability to continue its business or to avoid material penalty, we may:
   
   
5. 1. discuss the matter with the appropriate level of management, those charged with governance or the internal auditor, as appropriate
      
      
   2. communicate the non-compliance or suspected non-compliance with your external auditor, unless prohibited by law or regulation
      
      
   3. disclose the matter to an appropriate authority even when there is no legal or regulatory requirement to do so; and/or
      
      
   4. withdraw from the engagement and the professional relationship where permitted by law or regulation
      
      
6. Where appropriate we will inform you of our intention to disclose the matter to an appropriate authority before disclosing the matter. However, if we have reason to believe that the actual or intended conduct would constitute an imminent breach of a law or regulation that would cause substantial harm to the general public, we may immediately disclose the matter to an appropriate authority in order to prevent or mitigate the consequences of such imminent breach of law or regulation

6.

Your obligations

1. You are responsible for full disclosure of all relevant information.
   
   
2. You are responsible for your own record keeping relating to your affairs.
    
3. You provide us with all relevant records relating to your affairs.
   
   
4. You are responsible for the reliability, accuracy and completeness of the particulars and information provided to us.
   
   
5. You are responsible for retaining paperwork for as long as legally required.

7.

Fees, Payments and GST and Security

7.1 Fees and Payment

1. The Customer must pay the Fees set out in each invoice within the terms specified, in accordance with this clause.
   
   
2. Where an upfront payment is quoted as part of a strategy, our engagement does not commence until the payment is made in full.
   
   
3. Thryvv.io may only issue invoices to the Customer in accordance with the terms of this Agreement and in accordance with any timeframes for invoicing or payment set out in a Proposal or Statement of Work.
   
   
4. The parties have no right of set-off against each other.
   
   
5. The Customer must reimburse expenses and disbursements that are incurred by us, providing that we provide you with appropriate documentation of the disbursement.
   
   
6. We do not have the capability to manage trust monies.

7.2 GST

1. If GST is payable on a supply made under or in connection with this Agreement, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of GST payable on that supply.
   
   
2. Unless otherwise stated, all amounts referred to in this Agreement, including the Fees, are stated on a GST exclusive basis.
   
   
3. If an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST payable on that supply will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.
   
   
4. In providing an invoice, a party shall provide proper tax invoices if GST is applicable to the Fees.
   
   
5. Terms which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) shall have that meaning in this Agreement.

7.3 Security

1. The Client hereby charges in favour of us, sums owing or to become owing by the Client to us as well as all Secured Monies:
   
   
2. 1. any and all real or personal property of any form; and
      
      
   2. the proceeds of any litigation or dispute which the firm conducts on the Client’s behalf under this or any other retainer.
      
      
3. In the event on non-payment of our fees or any other amounts owing to us, w e may appoint a receiver over any of the Client’s property charged under this clause including real or personal property in any manner consistent with any laws.
   
   
4. We may, by written notice to the Client, assign to transfer any of its rights under this clause, to any other party.
   
   
5. Any person who signs this document on behalf of the Client:
   
   
6. 1. also agrees that they are personally responsible and liable as if they are the Client under this agreement for all monies that become owed to us pursuant to this document; 
      
      
   2. charges their real and personal property in favour of us, sums or to become owing by the Client pursuant to this agreement. of any form; and
      
      
   3. authorises us to appoint a receiver over any of their property charged under this clause including real or personal property.
      
      
7. As security of payment of all fees, disbursements, interests, costs or and any other amounts payable under our Client Agreement (Secured Monies) and Engagement Letter, the Client grants Us a Security Interest (as defined in the Personal Property Securities Act 2009 (Cth) (PPSA) in all of the Client’s present and after- acquired property (Collateral).
   
   
8. The Client agrees that We may register a Security Interest on the Personal Property Securities Register and the Client must do all things reasonably required to facilitate such registration.
   
   
9. The Client waives their right to receive any verification statement confirming registration of the security under section 157 of the PPSA.
   
   
10. If the Client defaults in payment or breaches the Agreement, We may enforce our security interest by exercising any rights available to a secured party under the PPSA or general law.
    
    
11. To the fullest extent permitted by law, sections 95, 96, 117, 118, 120, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142, and 143 of the PPSA do not apply to this Client Agreement or Engagement Letter.
    
    
12. The Client must promptly sign any further documents and take any further steps reasonably required by the Us to perfect, protect, or enforce the security interest.
    
    
13. The obligations in this clause survive termination of this Client Agreement and Engagement Letter until all amounts owing to the Law Firm, and the Secured Monies, are fully paid.
    
    
14. The Client and signing parties agree and acknowledge that this clause provides reasonable security for Our fees and agree to provide same. They acknowledge that they have the right and have had the opportunity to obtain advice in relation to the operation of this clause.

8.

Third Party Involvement

1. We may from time to time engage third party specialist professionals and other public practitioners, where warranted to obtain the advice you need or to assist us to provide our service to you.  These may include cloud service providers and outsourced service providers.
   
   
2. We will seek your consent if third party involvement is likely to exceed the fixed price (if applicable).

9.

Use of Artificial Intelligence (AI)

1. Thryvv.io may utilise artificial intelligence (AI) tools to assist with the transcription of meetings, generation of summaries, and related record-keeping activities for the purpose of improving efficiency and maintaining a positive client experience.
   
   
2. The use of AI tools forms part of our standard business processes, and we are not required to provide separate notice to clients when such tools are used.
   
   
3. AI-generated materials are produced automatically and are not independently reviewed or verified for accuracy or completeness. Accordingly, they should not be relied upon as a definitive record of any meeting, discussion, or advice provided. In the event of any inconsistency, Thyrvv.io’s written communications or formal advice shall prevail.

10.

Ownership of materials and Intellectual Property

1. You own all original materials given to us. 
   
   
2. Unless explicitly stated to the contrary in a Proposal or Statement of Work, we own all materials produced by us that resulted from our skill and attention to the extent that the materials produced by us incorporate any original materials you give to us. This includes Intellectual Property Rights in any documentation, reports, computer code, characters, artwork, logos and branding, and the look & feel of the Deliverables.
   
   
3. We may exercise a lien of your documents in our possession in the event of a dispute, which will be handled in accordance with our firm’s dispute resolution process.
   
   
4. Subject to the payment of all outstanding professional fees and disbursements owing to us, we will provide you with materials produced by us for you in the event you engage the services of another practitioner and the materials are required by your new practitioner.

11.

Privacy

1. Our collection use and disclosure of your personal information (PI) may be subject to the Privacy Act 1988 (Cth) and accordingly we will only collect PI about you that relates to the TE.  We may disclose PI about you for the primary purpose of this TE or to third parties by express consent or as required by law.  This PI may be stored overseas in secure cloud based servers (if applicable).  If you would like to access any PI we might hold about you contact us.
   
   
2. We may collect PI about you, your representatives, your clients and others when we provide services to you.  If we do, you agree to work with us to ensure that we both meet our respective obligations under the Privacy Act 1988 (Cth).  Your obligations may include ensuring your privacy policy and contracts include a reference to your collection practices, how you will use the PI and that you may disclose the PI to an agent for public accounting services. 
   
   
3. Where an outsourced service requires the disclosure of PI to an overseas recipient, we take care to ensure that other third parties outside Australia to whom we disclose PI are subject to contractual obligations relating to privacy and the handling of your personal information and can only use the information for the purposes stipulated by us.
   
   
4. We must comply with all reasonable directions of the Customer regarding privacy and security. If there are extra costs to Thryvv.io in doing so, Thryvv.io will notify the Customer and the Customer must pay such extra costs.
   

12.

Confidentiality

1. We have an ethical duty of confidentiality, which means we must not share or disclose your details of this TE to anyone, except as otherwise specified in this clause, without your consent unless required to by law.
   
   
2. Each party agrees to keep strictly confidential, and not to disclose, the Confidential Information of the other party.
   
   
3. Each party agrees to use the Confidential Information of the other party solely to carry out its obligations or receive the benefits of this Agreement.
   
   
4. Notwithstanding the foregoing, a party may disclose Confidential Information of the other party:
   
   
5. 1. to its legal advisors, accountants, auditors on a confidential need-to-know basis;
      
      
   2. to its employees and contractors on a confidential need-to-know basis;
      
      
   3. in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement; or
      
      
   4. to the extent required by Law or pursuant to a binding order of a government agency or court.
      
      
6. The Customer must not disclose the terms of this Agreement to anyone other than to the Customer’s legal advisors, accountants and auditors on a confidential basis.
   

13.

Professional Standards Scheme & Limitation of Liability

1. We participate in the CA Australia Professional Standards Scheme (Scheme), which facilitates the improvement of professional standards to protect consumers and may limit our liability to you in a cause of action.  
   
   
2. The Scheme applies to professional accounting services including accounting, bookkeeping, taxation, auditing and assurance, insolvency and corporate reconstruction, management accounting, management consulting, forensic accounting, valuation services.
   
   
3. Neither party will be liable to the other whether in contract, tort (including negligence) or otherwise in connection with the Agreement, for loss or damage to the extent that the other party (or the other party’s Personnel) contributed to the loss or damage.
   
   
4. Subject to this clause, to the extent permitted by Law, neither party will be liable to the other party for any Consequential Loss suffered or incurred by the other party whether in contract, tort (including negligence) or otherwise in connection with the Agreement.
   
   
5. Subject to this clause, to the extent permitted by Law, the maximum liability of Thryvv.io to the Customer, whether in contract, tort (including negligence) or otherwise in connection with the Agreement (including under an indemnity), is limited to amount specified in a Proposal or Statement of Work, and if no amount is specified in a Proposal or Statement of Work, then is limited to $50,000.
   
   
6. Subject to this clause, to the extent permitted by Law, the maximum liability of the Customer to Thryvv.io, whether in contract, tort (including negligence) or otherwise in connection with the Agreement, is limited to twice the Fees specified in a Proposal or Statement of Work.
   
   
7. Any reference to exclusions of limitations of liability in this clause do not apply to liability in relation to:
   
   
8. 1. personal injury, including sickness and death;
      
      
   2. loss of, or damage to, tangible property;
      
      
   3. an infringement of Intellectual Property Rights;
      
      
   4. fraudulent act or omission; or
      
      
   5. any breach of any obligation under this agreement.
      
      
9. A party who suffers loss or damage must use reasonable steps to mitigate its loss. The other party will not be responsible for any loss, damage or expenses to the extent that the injured party could have avoided or reduced the amount of the loss, damage or expense, by taking reasonable steps to mitigate its loss.
   
   
10. Thryvv.io’s liability under this Agreement will be reduced proportionally to the extent to which any loss was caused or contributed to by any negligence or other wrongful act or omission of the Customer or its employees or agents.
    
    
11. Notwithstanding any other clause of this Agreement and to the extent permitted by Law, Thryvv.io excludes liability to Customer whether in contract, tort (including negligence) or otherwise in connection with the Agreement (including under an indemnity) for:
    
    
12. 1. the way the Customer and its Personnel use any software provided by Thryvv.io;
       
       
    2. personal injury, death or property damage arising from or related to the use, failed use, misuse, non-operation or incorrect operation by the Customer of any software provided by Thryvv.io; or
       
       
    3. claims made by third parties against the Customer for, relating to or because of the use, failed use, misuse, non-operation or incorrect operation by the Customer of any software provided by Thryvv.io.

14. 

Force Majeure

1. Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed (in whole or in part) due to any Force Majeure Event, this Agreement will continue and remain in effect but the Affected Party will not be in breach of this Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations.
   
   
2. The Affected Party must promptly after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.

15.

Dispute Resolution

1. If a dispute arises out of or in relation to this Agreement, either party may notify the other in writing in which case a nominated representative of each affected party must promptly attempt in good faith to resolve the dispute. If the parties are unable to resolve the dispute within seven days of the written notification referred to in this clause, each party must promptly refer the dispute for resolution to one of the Managing Director, Chief Executive or Chief Operating Officer (Senior Executive) of that party.
   
   
2. If the parties are unable to resolve the dispute within 21 days following referral to the Senior Executive of the relevant parties, then either party may use such lawful dispute resolution procedures or seek such legal and equitable remedies as it considers necessary or appropriate in its sole discretion.
   
   
3. Nothing in this clause, shall prevent a party from seeking urgent injunctive relief before an appropriate court.

16.

Notices

1. Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:
2. 1. must be in writing and signed by the sender or a person duly authorised by the sender;
      
      
   2. must be addressed and delivered to the intended recipient by prepaid post or by hand or email to the address or email address of the representative of the party as specified in a Proposal or Statement of Work, or as last notified by the intended recipient to the sender; and
      
      
   3. will be conclusively taken to be duly given or made when delivered, received or left at the above email address, or address. If delivery or receipt occurs on a day that is not a business day in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next business day in that place.

17.

Other and General

1. This letter will be effective for future years unless we advise you of its amendment or replacement, or the engagement is terminated.
   
   
2. This Agreement contains the entire agreement between the parties with respect to its subject matter.
   
   
3. This Agreement may only be amended only by another written agreement executed by all the parties.
   
   
4. No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
   
   
5. The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement.
   
   
6. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
   
   
7. Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
   
   
8. This Agreement and, to the extent permitted by law, all related matters including non-contractual matters, is governed by the laws of Queensland. In relation to such matters each party irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction in Queensland and waives any right to object to the venue on any ground.
   
   
9. This Agreement may be executed in any number of counterparts. All counterparts will be taken to constitute one agreement.
   
   
10. To the extent allowable, reasonable clauses in this Agreement survive termination or expiry of this Agreement.

18. 

Definitions and interpretation

17.1 Definitions

The following definitions apply unless the context requires otherwise.

1. Commencement Date is defined in a Proposal, Strategy or Statement of Work, when the upfront invoice is paid or when you provide us instructions.
   
   
2. Confidential Information means all non-public business or technical information, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement.
   
   
3. Confidential Information does not include information which party can demonstrate by written records was:
4. 1. already known to that party;
   2. received by that party from a third party not under a duty of confidence; or
   3. independently developed by that party by people who did not have access to the Confidential Information of the other party.
      
      
5. Consequential Loss means any indirect or consequential Loss, including any loss of profits, loss of revenue, loss of or damage to data, loss of contract value, loss of anticipated savings, loss of opportunity, and loss of reputation or goodwill.
   
   
6. Deliverables are any works, reports, materials or items that Thryvv.io is required by this Agreement to provide to Customer, including those deliverables specified in a Proposal or Statement of Work.
   
   
7. Fees means the fees and expenses set out in a Proposal or Statement of Work.
   
   
8. Force Majeure Event affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under this Agreement, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes (other than of its own staff), embargo, pandemic, or power, water and other utility shortage.
   
   
9. Initial Term means the initial term set out in a Proposal or Statement of Work.
   
   
10. An Insolvency Event occurs in respect of a person where:
11. 1. a party ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;
    2. a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend payment of all or a class of its debts;
    3. a party becomes or is (including under legislation) deemed or presumed to be insolvent;
    4. a party has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of it or the whole or any part of its assets or business;
    5. any composition or arrangement is made with any one or more classes of its creditors;
    6. except for the purpose of solvent amalgamation or reconstruction, an order, application or resolution is made, proposed or passed for its winding up, dissolution, administration or liquidation;
    7. a party enters into liquidation whether compulsorily or voluntarily; or
    8. any analogous or comparable event takes place in any jurisdiction.
       
       
12. Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyrights (including rights in computer software), trade marks, service marks, designs, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know-how and other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world, but excludes moral rights, and similar personal rights, which by law are non-assignable.
    
    
13. Law means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions and judgments, and includes any Privacy Laws.
    
    
14. Loss means any claim, loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arising, and whether present or future, fixed or unascertained, actual or contingent.
    
    
15. Personal Information has the meaning given to that term in the Privacy Act.
    
    
16. Personnel means, in respect of a person, any officer, employee, contractor, servant, agent, or other person under the person's direct or indirect control and includes any subcontractors.
    
    
17. Privacy Laws means all legislation, principles, industry codes and policies, as amended or replaced from time to time, which relate to the collection, use, disclosure, storage or granting of access rights to Personal Information, and includes the Privacy Act 1988 (Cth), the Queensland Information Privacy Act 2009 and the Spam Act 2003 (Cth).
    
    
18. Related Body Corporate has the meaning given to that term in section 9 of the Corporations Act.
    
    
19. Renewal Term means the periods for which the Term shall successively renew, as set out in a Proposal or Statement of Work.
    
    
20. Services is defined in a Proposal, Strategy or Statement of Work.
    
    
21. Term means the period from the Commencement Date until the end of the Initial Term or any applicable Renewal Term.

17.2 INTERPRETATION

1. Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.
   
   
2. 1. the singular includes the plural and conversely;
      
      
   2. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
      
      
   3. a reference to a person includes any body corporate, unincorporated body or other entity and conversely;
      
      
   4. a reference to any party to this Agreement or any other agreement or document includes the party’s successors and permitted assigns;
      
      
   5. a reference to any agreement or document (including a reference to this Agreement) is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;
      
      
   6. a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
      
      
   7. a reference to conduct includes any omissions, statement or undertaking, whether or not in writing;
      
      
   8. a reference to includes, means includes without limitation; and
      
      
   9. all references to $ are to Australian dollars, unless otherwise specified.