Terms & Conditions

Modus Transport and Traffic Engineering – Terms and conditions

It is agreed as follows:

Introduction

The Fee Proposal, together with these terms and conditions constitute the legally binding agreement between:

Modus Traffic Engineering Pty Ltd ACN 668 863 269 trading as Modus Transport and Traffic Engineering of Level 26, 360 Collins Street, Melbourne, VIC 3000 (“Modus“); and

The Client named in the Fee Proposal

Upon the Client’s acceptance of the Fee Proposal, both parties agree to be bound by this legally binding Contract.

1. Definitions

1.1 Affiliate means a Related Entity (as that term is defined in the Corporations Act 2001 (Cth).

1.2 Client means the person or entity named in the Fee Proposal as such.

1.3 Change of Control means a change in the ownership or control (either directly or indirectly) of more than 50% of the voting share capital of the relevant undertaking or the ability to direct casting of more than 50% of the votes exercisable at general meetings of the relevant undertaking.

1.4 Contract means the agreement between Modus and the Client for the provision of the Services, comprising the Fee Proposal and these terms and conditions.

1.5 Disbursements mean any disbursement, out-of-pocket expenses/costs or outgoings necessarily incurred or paid by Modus for the provision of the Services or performance of this Contract, including:

(a) travel, accommodation and similar expenses;

(b) parking, tolls, vehicle costs (including mileage / fuel), any site access or induction costs;

(c) survey and traffic-count costs, specialist consultant or subcontractor charges, data acquisition and licence costs, title, planning, cadastral and mapping searches, authority fees, certification fees;

(d) printing and courier charges; or

(e) any fees or charges (howsoever described) paid to a third party, including any: local council or shire; government agency, authority or department; utility provider (including gas, electricity, internet, telecommunications, or water); or, certification provider.

1.6 Fee means the fees to be paid by the Client to Modus for the Services.

1.7 Fee Proposal means Modus’ written offer or quote to provide the Services.

1.8 Includes: the meaning of any general language is not restricted by any accompanying example, the words “includes”, “include”, “including”, “for example” or “such as” are not words of limitation and will be deemed to be followed by the words “without limitation”.

1.9 Insolvent means any of the following occurring to a person, the person:

(a) is bankrupt;

(b) is cancelled (in the case of associations), dead (in the case of a natural person), deregistered, dissolved (in the case of a partnership or joint venture), placed into bankruptcy, liquidation or receivership, vests (in the case of a trust) or wound-up;

(d) is otherwise unable to pay or suspends paying its debt; and

without limiting the foregoing, includes any equivalent or similar concept, process, proceeding or outcome, howsoever described, anywhere in Australia or the world

1.10 Interest rate means the rate prescribed in the Penalty Interest Rates Act 1958 (Vic).

1.11 Project means the project which the Client has engaged Modus to provide the Services described in the Fee Proposal.

1.12 Related Entity has the same meaning as that term is defined in the Corporations Act 2001.

1.13 Services means the engineering consultancy services to be provided by Modus to the Client as detailed in the Fee Proposal, including in the section entitled ‘Scope of Work’.

1.14 Variation means a change to the Services or Project detailed in the Fee Proposal, including due to accelerations, additions, assumptions, Client Information, deliverables, dependencies, milestones, site issues or timeframes.

2. Engagement to provide Services

2.1 Modus is not obligated to commence providing the Services until it has received a duly completed, signed and dated written acceptance of the Fee Proposal from the Client and any pre-payments / deposits / initial instalments outlined in the Fee Proposal.

2.2 The Client engages Modus to provide the Services, and Modus will provide the Services.

2.3 Modus will carry out the Services:

(a) In a proper, lawful and professional manner;

(b) by qualified or appropriately supervised personnel of its choosing; and

(c) will comply with any standard/s specified in the Fee Proposal or the relevant then current mandatory standard/s of the Standards Australia applicable to the Services (if any).

2.4 The personnel mentioned in the Fee Proposal may be changed by Modus from time to time.

2.5 The Client may only rely on the final report or deliverable provided by Modus. All draft or interim work must not be relied upon and is provided solely for Modus’ internal working purposes.

2.6 All deliverables will be provided in un-editable formats (such as PDF). Source files, such as Microsoft Word, Excel, PowerPoint, Adobe Illustrator, CAD files, etc will not be provided.

2.7 The Services (and any deliverables provided by Modus) are prepared exclusively for the Client, solely in respect of the Project and the purposes expressly stated in the Fee Proposal. No other person may rely on them without Modus’ prior written consent. Modus accepts no duty, liability or responsibility to any third party who receives or relies on them. The Client indemnifies and holds Modus harmless against any claims from any such third party.

2.8 The Services (and any deliverables provided by Modus) are provided and entirely subject to the Client Information provided to Modus prior to the Services being delivered – any forecasts, traffic generation, demand modelling and future conditions involve assumptions. Actual outcomes might be the same as assumed. Modus may (at the Client’s cost) update advice when assumptions change.

3. Information supplied by the Client

3.1 The Client must provide Modus with accurate, adequate, complete, lawful, reliable, timely and verifiable instructions, information, drawings, documentation and plans about the Project (‘Client Information’) that is requested by or required for Modus to provide the Services (including answers, feedback, plans, and records).

3.2 The Client must provide Modus with reasonable access to the Client’s employees or contractors that can provide any of the above.

3.3 The Client represents and warrants on an ongoing basis that all Client Information given by it to Modus for the purposes of Modus preparing the Fee Proposal or to perform the Services is / will be accurate, adequate, complete, lawful, reliable, timely and verifiable, unless stated otherwise in writing at the time when the relevant information was supplied.

3.4 The Client represents and warrants that:

(a) it has read, understood and agrees to the Fee Proposal; and

(b) that the Fee Proposal is accurate and complete, including the Project details, scope of work, exclusions and Fees.

3.5 Any person from or on behalf of the Client that gives Modus Client Information, or communicates with Modus, is authorised to do so and is authorised to receive advice, communications and Services from on the Client’s behalf.

3.6 The Client must immediately tell Modus if any Client Information needs to change, be updated, be withdrawn or is otherwise inaccurate.

3.7 Modus may rely on Client Information without independently verifying it unless the Fee Proposal expressly includes verification, investigation, survey or due-diligence services.

3.8 Modus is not liable or responsible for the accuracy, completeness, lawfulness, timeliness or quality of the Services or any errors or omissions due to any delayed/late, inaccurate, incomplete, unreliable, unverifiable or otherwise untrue, deceptive or misleading Client Information provided by or on behalf of the Client.

4. Fee

4.1 The Fee or basis on which the Fee is to be calculated is set out in the Fee Proposal.

4.2 The Fee may be based on a lump sum, price per unit, schedule of hourly rates, or any other measure of combination of the preceding measures as agreed between the Client and Modus.

4.3 A Fee quoted is not a fixed price unless specifically stated so in the Fee Proposal and only where the scope of the relevant Services to be provided is specifically defined.

4.4 Where a Fee is stated to be “estimated”, “approximate”, “forecast”, “budgeted”, “anticipated” or similar in the Fee Proposal this does not constitute a fixed fee and is subject to change.

4.5 An estimate of the number of hours of Services involved may be provided based on Modus’ understanding of the Project at the time of estimation. Where additional time is required the Client will be notified of a revised estimate and the Fee will be varied accordingly.

4.6 Where a schedule of hourly rates is provided, these Fees will apply to hourly rate Services and to Variations.

4.7 Modus will charge the Client for the Services provided together with costs incurred by Modus (including labour costs at Modus’ rate card rates including reworks, rescheduling) as a result of any of the following:

(a) Difficult, limited, unexpected or unsafe site conditions, including access to the site or misrepresentations regarding the site or such access;

(b) delayed, inaccurate or incomplete Client Information, including misdescription of the Project or failure to provide particulars regarding the nature of the Project or Services required;

(d) any costs or charges imposed by or incurred because of requirements imposed by a third party in connection with the Services or Project, including government agencies;

(e) any changes to the law that might impact the Services or Project; or

(f) any increase in existing or the imposition of new taxes, customs, duties, tariffs or government levies.

4.8 All Disbursements will be charged to the Client (at cost) plus an administration fee in addition to the Fees (unless already itemised as being included in the Fee).

4.9 Upon Modus’ request, Client will pre-pay Modus for any expected Disbursements or pay the Disbursements directly (if possible).

4.10 Any unforeseen costs of acquiring data arising from a Variation of change of site conditions will be in addition to the original Fee and charged to the Client.

4.11 Goods and Services Tax (GST) is not included in the quoted Fees and will be added to all invoices in accordance with Government legislation at the then prevailing rate of GST.

4.12 This clause survives the suspension, expiry or termination of this Contract.

5. Payment terms

5.1 Modus will regularly provide the Client with an invoice for Services rendered, including work-in-progress, and the Client must pay Modus’ invoice within fourteen (14) days of the date of the invoice, without set-off, counter claim, deduction or withholdings.

5.2 Invoices and payments may be by way of deposit, instalments, lump-sums, milestones or retainer and issued at such times or frequency as indicated in the Fee Proposal or otherwise determined by Modus. To the maximum extent permitted by law, all payments are non-cancellable and non-refundable, including if Client terminates this Agreement without cause or Modus terminates with cause.

5.3 Without limiting Modus’ rights or remedies, if the Client fails to pay any monies in accordance with this Contract, Modus may do one or more of the following:

(a) Charge the Client interest at the Interest Rate calculated daily, and compounding every 30 days, on the balance outstanding until the outstanding amount is paid in full; or

(b) suspend, delay or cease to provide the Services to the Client; or

(c) charge the Client, and the Client indemnifies Modus, for any: (i) fees or charges Modus incur in respect of any of your dishonoured or returned payments; and (ii) debt recovery or legal fees, on a full indemnity basis, related to the recovery or collection of any unpaid monies from the Client, including monies owed under this clause 5.

(d) exercise a lien over any Client Information in Modus’ possession.

5.4 If the Client disputes an invoice, the items disputed shall be submitted in writing to Modus within 14 days of receiving the invoice.

5.5 Without limiting Modus’ rights or remedies, the Client must pay Modus all reasonable costs, damages or loss Modus incurs or suffers as a result of its suspension or refusal to continue to provide the Services, including any costs related to the demobilisation, remobilisation, redeployment, rescheduling of Modus personnel, lost revenue or lost profit, and committed third party costs that Modus is unable to cancel.

6. Site access

6.1 The Client must, at its cost, provide to or procure for Modus timely, complete and safe access to all Project related sites as reasonably necessary for Modus to carry out inspections and provide the Services.

6.2 The Client is solely responsible for the site, including: overall site control; site safety management; identifying, managing and rectifying hazards, risks or safety issues (howsoever described); notifying Modus and its personnel of known hazards, risks or safety issues; safe access to and escort through the site; asbestos, contamination and hazardous materials; underground or concealed services / utilities – unless locating them is expressly included as a Service.

6.3 Modus may leave or refuse to access a site if it has any reasonable concerns.

6.4 The Client must ensure all required Project, site or corporate inductions are made available to Modus in a reasonable time prior to any required site access, to allow safe and compliant access to sites. The timing of the Project, site or corporate inductions will need to complement the timeframes in the Fee Proposal and avoid unnecessary delays to that timeframe.

6.5 If inductions have been allowed for in the Fee Proposal, then no additional fees will apply. If inductions have not been allowed for or assumed not to be required, but in fact are required, then they will be invoiced at the hourly rates agreed in the Fee Proposal.

6.6 If site access is delayed or incomplete then this will impact Modus’ ability to provide the Services and may incur additional costs. Modus will not be liable or responsible for such matters, and Client is liable for any additional costs or Fees.

7. Fee Proposal and limitations

7.1 The Fee Proposal represents the total Services to be supplied by Modus and any responsibility and liability associated with supply of the Services is limited to the tasks and scope included in the Fee Proposal.

7.2 Modus’ expertise may extend into areas outside the Fee Proposal, and the Client must not rely on that expertise if it is not specified in the Fee Proposal.

7.3 References in the Contract to services or expertise outside the Fee Proposal do not imply that such additional services are included.

7.4 Modus does not warrant or guarantee that any approval, authority acceptance, certification, or permit (howsoever described) or commercial or financial outcome or Project outcome will be delivered or obtained.

7.5 Modus is not responsible for any action or consequences of any action by the Client or others that may be related to Modus’ expertise in areas outside the Fee Proposal.

8. Client’s rights to request additional services

8.1 Modus is only obligated to provide the Services described in the Fee Proposal for the Fees set out in the Fee Proposal.

8.2 The Client may request a change in writing and submit it to Modus for consideration.

8.3 Modus will advise the Client if it agrees to carry out the additional services, the consequential variation of the Fee and any extension of time that may apply.

8.4 Unless a new and separate Fee Proposal is entered into, this Contract will apply to any agreed additional services.

9. Variations

9.1 It may be necessary for a Variation to occur, including due to the requirements of the Client or a third party, a change in Client Information, changes in law, regulation or standards, site access or conditions, or any other circumstance not contemplated in the Fee Proposal or outside the control of the parties.

9.2 The Parties will meet, discuss and agree in writing upon the impact of the Variation and the associated change to the Fee. Modus is not obligated to commence the Variation work until such agreement is reached, including by verbally or via email.

9.3 Modus is entitled to extensions of time to the timeframes in the Fee Proposal or otherwise communicated between the parties where Variations occur.

9.4 Modus may, without liability, suspend, delay or cease providing existing Services to the extent that a proposed and not agreed upon Variation impacts those Services.

9.5 Despite the foregoing, if urgent work is reasonably required to avoid safety risk, injury, death, financial or property loss, delay or abortive work and it is impracticable to obtain prior Client approval, Modus may (but is not obliged) to undertake such work as an urgent Variation and notify the Client as soon as practicable thereafter.

10. Confidentiality

10.1 Confidential Information means:

(a) All data or information, including any administration, business, customer, family, financial, health, marketing, operational, personal, pricing, strategy or technical data or information in any form or media, whether in writing or oral, or whether marked as confidential or not,

(b) related to a party or its Affiliates (Disclosers),

(d) to or received by or on behalf of the other party or its Affiliates (Recipients),

but does not include information that:

(e) is already known to the public other than as a result of a breach of confidentiality; or

(f) already known by, or rightly received, or independently developed, by the Recipient free of any obligation of confidentiality.

10.2 If the parties have executed a confidentiality deed or NDA (howsoever described) then it will continue in full force and effect except to the extent it is inconsistent with this Contract.

10.3 The terms of this Contract, the relationship of the Parties and any Confidential Information disclosed by or about a Discloser, will at all times remain strictly confidential, except:

(a) to the extent required by Law;

(b) to perform or enforce the terms of this Agreement;

(d) in consequence of any potential assignment of this agreement or a party’s business, assets, debt or equity or that of its Related Entity; or

(e) in consequence of any potential issuance of debt or equity by a party or its Related Entity.

10.4 Subject to this Contract, the Discloser reserves all rights in its Confidential Information and no rights are granted to the Recipient or are to be implied from this Contract.

10.5 Without limiting any other remedies, a Discloser has the right to specific performance of the obligations under this clause 10 or to obtain an immediate injunction preventing further breach of this clause 10.

10.6 Provided that a Recipient continues to comply with its obligations under this clause 10, that person may retain any Confidential Information, including Confidential Information that:

(a) is included in any board papers of that party;

(b) that party is required by law to retain; or

(c) that party is required to retain to comply with any legitimate accounting, account management, audit, recording keeping, or tax purposes.

10.7 Despite the foregoing, Modus may publicise or promote the fact that the Client is a customer and that Modus worked on the Project – this includes using the Client’s or Project’s name, brand, or logos.

10.8 This clause 10 will remain in effect and survive the termination of this Agreement for a period of six years following termination.

11. Liability and warranty

11.1 To the maximum extent permitted by law, each party will not be liable for any indirect or consequential loss, damage, costs or expenses suffered by the other party (including incidental, liquidated, punitive, or special damages, loss of revenue or profit (other than the Fees or Disbursements), loss of business opportunity, goodwill or reputation, delay costs) – whether incurred or suffered directly or indirectly by the other party.

11.2 Each party’s aggregate liability will be limited to an amount not exceeding two times (2x) the Fees paid by the Client.

11.3 The limitations above do not apply in respect of any obligation to pay money, including Fees, Disbursements or GST.

11.4 If legislation implies into this Contract any term, condition or warranty which cannot be excluded (including any consumer guarantee under Division 1 of Part 3-2 of the Australian Consumer Law – other than a guarantee under sections 51, 52 or 53 of the Australian Consumer Law) (“Non-Excludable Warranty”), then to the extent permitted by law the liability of Modus for any breach of Non-Excludable Warranty will be limited, at Modus’ option, to one or more of the following:

(a) The supply of equivalent services; or

(b) the payment of the cost of replacement of the Services or the acquiring equivalent service.

11.5 All references to the Australian Consumer Law in this clause means the Australian Consumer Law as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) as adopted throughout Australia.

11.6 The Client indemnifies and holds Modus harmless against any liability, loss, damage or costs (including legal costs on a full indemnity basis) incurred or suffered by Modus in relation to:

(a) any actions, allegations, claims, disputes, proceedings or suits that are made, threatened or commenced against Modus by any third-party in connection with the Services, the Project or this Contract; or

(b) the Client’s acts, defaults or omissions.

11.7 Nothing in this Agreement is intended to exclude, restrict or contract out of any proportionate liability legislation applicable to the claim.

11.8 This clause survives the suspension, expiry or termination of this Contract.

12. Copyright

12.1 Modus owns all rights, title, interest and intellectual property in all documents, deliverables or materials (howsoever described) created, developed or provided to the Client by Modus in connection with this Agreement or the performance of the Services, including any pre-existing intellectual property or future copyright pursuant to section 197 of the Copyright Act 1968 (Cth) (Developed IP).

12.2 Modus does not transfer or assign any intellectual property to the Client.

12.3 Provided that the Client has paid all the Fees in full, Modus grants the Client a royalty-free, non-transferable, non-sublicensable, limited licence to use Developed IP solely for the purposes of the Project.

12.4 This clause survives the suspension, expiry or termination of this Contract.

13. Insurances

13.1 The Client must maintain for at least the duration of the Project a public liability insurance policy for at least $20 million, or such lesser amount that is reasonably appropriate for the scale and risk of the Project, with a reputable insurer and must provide Modus with a copy of its certificate of currency on request.

13.2 Modus must maintain Public and Products liability for at least $20 million for any one claim and Professional Indemnity Insurance liability for at least $10 million for any one claim, with a $20 million aggregate limit with a reputable insurer and must provide the Client with a copy of its certificate of currency on request. Despite the foregoing, the levels of insurance may be increased or decreased at Modus’ election.

13.3 All such policies of insurance must be kept current for the duration of the provision of the Services or this Agreement.

14. Withdrawal of Services and termination of the contract

14.1 If a party fails to perform any of its material obligations under the Contract (including clauses 4, 5, 12, and 17.1) and fails to remedy that failure within 28 days of the other party’s request, then the other party may immediately terminate this Contract by written notice to the other party.

14.2 A party may immediately terminate this Contract by written notice, if the other party becomes Insolvent.

14.3 Client may terminate this Contract for convenience provided that the Client pays all Fees for Services to the date of termination, all Disbursements to date and committed and non-cancellable costs plus a demobilisation fee to be advised by Modus.

14.4 Modus may immediately terminate this Contract if:

(a) It is unsafe to provide the Services;

(b) it has suspended the Services, pursuant to this Contract, for more than 28 days; or

(c) it reasonably believes in good faith that to continue providing the Services to the Client or in connection with the Project may damage Modus’ professional reputation or goodwill.

14.5 Upon termination of this Contract:

(a) by Modus (other than due to Force Majeure), Modus will be entitled to invoice the Client for the entirety of its Fees plus any Disbursements;

(b) by the Client, Modus will be entitled to invoice the Client for its Fees in respect of Services provided to the date of termination plus any Disbursements; and

14.6 Clauses specified to survive suspension, expiry or termination or by their nature are required to survive suspension, expiry or termination will continue to apply. Including any clauses which provide for rights, interests, duties, claims, undertakings and obligations subsequent to suspension, expiration or termination of this Agreement.

15. Force Majeure

15.1 Neither party will be liable for any delay or failure to perform its obligation under this Contract, including the provision of Services, resulting from circumstances beyond its reasonable control, including war, terrorism, riot, insurrection, strike, trade dispute, fire, earthquake, flood, storm or other natural disaster; damage to personnel, material, equipment or other property; shortage of any materials or labour; pandemics or epidemics; government sanctions or restrictions; unavailability of power, the internet or telecommunications; or, cyber attacks (“Force Majeure Events”).

15.2 The affected party must notify the other party within a reasonable period of time and attempt to mitigate the impact of the Force Majeure Event.

15.3 Any delay or lost time will be added to the relevant timeframes for the Project.

15.4 The payment of money is never excused under this clause.

15.5 If a Force Majeure Event lasts more than 60 days and the Services cannot fully be provided then either party may terminate this Contract. If the Project timeframe is less than three months then the above period is reduced to 30 days.

16. Dispute Resolution

If there is a dispute in connection with this Agreement:

16.1 The parties must first attempt to settle it by genuine and good faith negotiations within fourteen (14) days of the giving of a notice of dispute by a party (the Aggrieved Party).

16.2 If the process in clause 16.1 does not resolve the dispute or the parties fail to meet then the Aggrieved Party may, but is not compelled to, refer the matter to mediation.

16.3 Such mediation is to be conducted by a mediator who is independent of the parties and by a person appointed by the Chair of Resolution Institute (resolution.institute), or the Chair’s designated representative.

16.4 The Resolution Institute Mediation Rules shall apply to the mediation.

16.5 The Parties may be legally represented.

16.6 The Parties must act promptly, reasonably and in good faith with a view to resolving the dispute.

16.7 The dispute resolution procedure is confidential and any written statements prepared for a party or the mediator and any discussions between the parties or with the mediator before or during the dispute resolution process, are made on a “without prejudice” basis and cannot be used in any legal proceedings.

16.8 If the dispute is resolved then the Parties will sign terms of settlement and the terms will be binding on the Parties.

16.9 It is a condition precedent to the right of either party to commence arbitration or litigation that it has first offered to submit the dispute to mediation, except if a party:

(a) seeks urgent equitable relief before an appropriate court or tribunal;

(b) institutes proceedings if adhering to this clause would mean that a limitation period for a cause of action relevant to the issues in dispute will expire;

(d) institutes debt collection proceedings.

16.10 The costs of the mediation will be borne equally by the parties to the dispute.

16.11 Each party must not appoint the Mediator as its arbitrator, advocate or adviser in any arbitral or judicial proceedings relating to the dispute or any part of it, except with the other parties’ written consent.

16.12 Resolution in a Court or Tribunal should only be considered as a last resort and failure to institute court or tribunal proceedings does not amount to a breach of this Agreement or this clause 16.

16.13 The Parties will continue to perform their respective obligations under this Agreement pending resolution of a dispute.

16.14 If a party fails to comply with or breaches this clause in respect of a particular dispute, Claim or incident then the other parties are not bound to comply with this clause in respect of that dispute, Claim or incident.

16.15 The Client will not seek to have any dispute with Modus heard as a class action.

16.16 This clause survives the suspension, expiry or termination of this Agreement.

17. Miscellaneous

17.1 The Client must not transfer, assign or otherwise grant the Contract to any third party or undergo a Change of Control without Modus’ prior written consent.

17.2 Any notice required to be given under this Contract shall be in writing and delivered by personal delivery, post or email and shall be deemed to have been received:

(a) On the date that it was delivered, if delivered personally,

(b) Five (5) business days after posting, if sent by mail, or

(i) when the sender’s mail server reports that the email has been delivered or received; or

(ii) thirty (30) minutes after the time sent (as recorded on the sender’s device)

unless within 60 minutes after sending the email the sender is sent an automated message that the email has not been delivered / bounced or the intended recipient is out of the office / no longer working for the relevant party (OOO Notification). If so, then the sender may email the relevant notice or document to (i) any person named in the OOO Notification as an alternative contact to the intended recipient, or (ii) their day-to-day / regular contact at the other party, or (iii) a manager or c-suite contact at the other party.

17.3 If any part of these terms and conditions are found void and unenforceable, it will not affect the validity of the balance of these terms and conditions, which shall remain valid and enforceable according to its terms.

17.4 The failure of a party to insist on the performance of an obligation hereunder shall not be deemed to be a waiver of such obligation or of any other obligation.

17.5 Modus may sub-contract the whole or any part of the Services, but will remain responsible for the acts or omissions of its sub-contractors.

17.6 The laws of Victoria govern these terms and conditions. The parties submit to the non-exclusive jurisdiction of the courts located in Brisbane, Queensland and Melbourne, Victoria. This clause survives suspension, expiry or termination of this Agreement.

17.7 This Contract cannot be varied or amended without the prior written agreement of both parties. Amendments to this Contract made by hand or other means are not binding and will have no force or effect.

17.8 This Contract is the entire agreement between the parties. No other agreement or terms apply, including any terms or conditions contained on the Client’s purchase order (if any), email, website or elsewhere.

17.9 The Client may (but is not compelled to) raise a purchase order (or similar document) for its own internal business purposes. If so, no terms or conditions on such purchase order will be binding on Modus. If there is any inconsistency between this Contract and a purchase order, then this Contract will take precedence.

17.10 If a party enters into this Agreement as a trustee of a trust, then that party and each of its successors as trustee of the trust will be liable under this Agreement in its own right and as trustee of the trust. Nothing releases the party from any liability in its personal capacity. The party is authorised to enter this Agreement.