EVERLON & CO TERMS AND CONDITIONS 

We These Terms and Conditions are the only terms upon which Everlon & Co Pty Ltd (ACN 151 489 691) (“Everlon”) is prepared to deal with the Customer (the “Parties”) and they shall govern any and all agreements to the entire exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document) (these “Terms”).

Each order by the Customer for the supply of Everlon’s products and services (“Product/s”) from Everlon shall be deemed to be an offer by the Customer to purchase Product/s subject to these Terms.

Please read these Terms carefully as they apply to your use of our web pages and website (“Website”) and the service offered by Everlon on the Website (“Service”). By using the Website and the Service the Customer agrees to be bound by these Terms. Everlon may revise these Terms from time to time by updating this posting. The revised terms will take effect when they are posted. Should you acquire Product/s using the Website the Terms posted on the date of acquisition will apply in relation to that transaction.

1. REGISTRATION

1.1 The Customer may be required to register with Everlon in order to access the Website or to make use of the Service. Where the Customer is required to register:

1.1.1 the Customer must provide Everlon with accurate, complete and updated registration information;

1.1.2 the Customer must safeguard any user name and password which Everlon provides to the Customer;

1.1.3 the Customer authorises Everlon to assume that any person using the Website or Service with the Customer’s user name and/or password is either the Customer or is authorised to act for the Customer;

1.1.4 where the Customer’s user name and/or password is specific to the Customer, the Customer must not allow anyone else to use the Customer’s username and/or password without Everlon’s prior written consent;

1.1.5 the Customer agrees to immediately notify Everlon of any unauthorised use of the Customer’s user name and/or password or any breach of security of which the Customer becomes aware;

1.1.6 the Customer may cancel their registration at any time by notifying Everlon in writing (including email);

1.1.7 Everlon reserves the right to discontinue or cancel the Customer’s registration in its sole discretion without notice if the Customer does not visit the Website or use the Service for a period of three months, if the Customer breaches any of these terms and conditions or any applicable law or if Everlon concludes that the Customer’s conduct impacts on Everlon’s name or reputation or violates Everlon’s rights or those of another party.

2. USE OF THE SITE AT CUSTOMER’S OWN RISK

2.1 The Customer uses the Website and Service at their risk. The Customer must evaluate and bear all risks associated with the use of any material or content, including reliance on the accuracy, completeness or usefulness of any material or content. In particular:

2.1.1 Everlon endeavours to provide a convenient and functional Website and Service, but Everlon does not guarantee that that the Customer’s requirements will be met or that any content will be uninterrupted, error free or that the Website or Service or the server that operates them are free of viruses or other harmful components; and

2.1.2 while Everlon may attempt to keep information on the Website or the Service current and accurate, Everlon does not make any warranties or representations about the currency and accuracy of any information on the Website or the Service.
2.2 If the Customer’s use of the Website or the Service results in the need for servicing or replacing property, material, equipment or data, Everlon will not be responsible for such costs.

3. VARIATION OF THE WEBSITE AND SERVICES

The Customer acknowledge that Everlon may, in its sole discretion and without notice, vary, modify or discontinue, temporarily or permanently, any or all of the Website, the Service or any available Products and the Customer agrees that Everlon is not liable to the Customer or any third party for such variation, modification or discontinuance.

4. LINKS AND ADVERTISEMENTS

Everlon has not reviewed all of the sites linked to the Website and are not responsible for the content or accuracy of any off-site pages or any other sites linked to the Website (including without limitation sites linked through advertisements). The inclusion of any link does not imply that Everlon endorses the linked site, and the Customer uses the links at their own risk. The Customer’s correspondence or dealings with, or participation in promotions of, advertisers on the Website are solely between the Customer and such advertisers.

5. PRIVACY POLICY

In using the Website and the Service, the Customer may provide personal information to Everlon in which the Customer has certain rights. By using the Website, the Customer grants Everlon consent to use the Customer’s personal information in accordance with Everlon’s privacy policy and the Customer acknowledges that Everlon’s privacy policy forms part of these Terms. Please click on this link to view our privacy policy https://www.everlon.com.au/privacy-policy/

6. ORDERS

6.1 Customers are required to place their order by faxing the details of the Product/s they wish to order to Everlon on (02) 9646 3887, emailing the details of the Product/s they wish to order to info@everlon.com.au or by completing the details required on the online bronze plaque and ceramic photo ordering software (EB Plaque Wizard) which the Customers can download from our website www.everlon.com.au(Note: all dimensions are in [millimetres]).

6.2 The specifications/descriptions etc. of any custom orders must be clearly set out in the order placed by the Customer by email, fax or on the EB Plaque Wizard at all times.

6.3 When placing an order by email, fax or through the EB Plaque Wizard or any other approved method, the Customer confirms and acknowledges that it has carefully checked the order and is satisfied with the order.

6.4 When the Customer completes its order on the EB Plaque Wizard, or when the Customer confirms the order by email or fax, the Customer will be deemed to be in acceptance of the offer made by the Customer to purchase the Product/s.

6.5 Following the receipt of confirmation of the order from the Customer by email or fax or by the EB Plaque Wizard, should the Customer require any changes, further charges will apply.

7. PRICES

7.1 Prices are as quoted by Everlon in writing to the Customer or determined by the EB Plaque Wizard on the date when the Customer places the order.

7.2 Any price quoted by Everlon or determined by the EB Plaque Wizard will be valid for a period of 30 days from the date quoted by Everlon or determined by the EB Plaque Wizard. The Customer acknowledges that the prices quoted or determined after the 30 day period referred to above may be subject to change without any prior notice to the Customer.

7.3 All prices quoted are in AUD, unless expressly specified otherwise.

8. GOODS AND SERVICES TAX

8.1 GST is not included in the quoted price.

8.2 Where GST is imposed on Everlon in respect of the supply of Product/s then the Customer must pay Everlon the amount of such GST in addition to the quoted price.

8.3 Everlon must provide a tax invoice showing the amount of GST payable.

9. TERMS OF PAYMENT

9.1 Where the Customers have completed the Customer Registration Form and if Everlon consents, the price inclusive of GST must be paid in full within fourteen (14) days of invoice otherwise the price inclusive of GST must be paid in full at the time the Product/s are delivered to or collected by the Customer pursuant to clause 11.1 of these Terms.

9.2 Payments must be made strictly net, without any deduction or discount other than as stated in these Terms or in the relevant invoice or statement by bank transfer to a bank account nominated by Everlon, by cheque or by VISA or Master card (which will be subject to additional charges). Customers who do not have but wish to have accounts with Everlon are advised to apply to Everlon’s head office for details.

9.3 In the absence of any specific written direction to the contrary, payments will be credited against the oldest outstanding account of the Customer with Everlon to the most recent.

9.4 The Customer cannot set-off from any payment, any counter-claims that the Customer may have against Everlon.

9.5 The absence of minor parts that does not seriously affect the use of the Product/s does not entitle the Customer to a reduction or a delay of payment.

9.6 Interest is payable on all overdue accounts calculated on a daily basis at the rate of interest equivalent to the National Australia Bank’s indicator rate as at the final date of payment plus 2% until full payment is received by Everlon.

9.7 If the Customer fails to comply with clause 9.1 Everlon may treat such failure as a fundamental breach of these Terms and treat these Terms as repudiated.

9.8 Any expenses, costs or disbursements incurred by Everlon in recovering outstanding monies including agency fees and solicitors cost shall be paid by the customer.

10. CANCELLATIONS AND RETURNS

10.1 The Customer shall at no time cancel the whole or part of any order placed without Everlon’s prior written approval.

10.2 The Customer shall be entitled to return Product/s to Everlon on delivery to or collection by the Customer without Everlon’s prior written approval if the packaging of the Product is damaged.

10.3 If the Product/s delivered to the Customer are damaged, the Customer must notify Everlon in writing and with photographic evidence of the damage to the Product/s within 7 days of delivery to or collection by the Customer and if Everlon consents to the return of the Product/s in writing, the Customer must return the Product/s to Everlon within 7 days of obtaining such written consent from Everlon at the Customer’s expense.

10.4 In circumstances not covered by clauses 10.2 or 10., Everlon may elect in its absolute discretion to take back Product/s in saleable condition on such terms as Everlon considers to be reasonable that are communicated in writing to the Customer.

10.5 The Customer shall in all cases pay to Everlon a restocking fee of 10% of the gross invoice value of all returns.

10.6 Notwithstanding any other provisions of these Terms the Customer shall not return Product/s without first providing to Everlon an original invoice as proof of purchase.

10.7 Subject to clauses 10.3 and 10.4, the Customer shall not return any Product/s which have been custom made, custom cut, custom processed or custom acquired.

11. DELIVERY OR COLLECTION

11.1 Everlon shall supply the Product/s to the Customer. Unless otherwise agreed in writing between the parties, the Products shall be collected by the Customer at Everlon’s Warehouse located at Unit 7, 1-3 Nicholas Street, Lidcombe NSW 2141 Australia or delivered by Everlon to the Customer’s nominated premises as specified in the Customer Registration Form.

11.2 If the Customer opts to have the Product/s delivered to the Customer’s nominated premises, the Customer shall pay Everlon the Delivery Fee (the amount of which will be provided by Everlon following a request by the Customer) upon delivery of the Product/s to the Customer’s nominated premises.

11.3 The Customer shall be responsible for providing all appropriate instructions, documents, licences or authorisations in a timely manner to enable Everlon to deliver the Product/s.

11.4 If for any reason the Customer does not or is not able to accept delivery of the Product/s when Everlon’s courier are attempting to deliver or if the Customer does not collect the Product/s within 30 days, then Everlon may store the Product/s and the Customer shall pay Everlon 10% of total invoice for every month it holds the Product/s in storage for the Customer. In circumstances where Everlon needs to deliver the Product/s again a further Deliver Fee may be payable by the Customer. In the event that such Product/s has not been collected by the Customer within six months from receipt of notification from Everlon, Everlon may dispose of such Product/s at the Customer’s expense.

12. PROPERTY

12.1 Until Everlon receives payment in full of all monies owed to Everlon by the Customer in respect of the Product/s:

12.1.1 property in Product/s shall not pass to the Customer and Everlon reserves the right to take possession and dispose of Product/s as it sees fit at any time until full payment is received;

12.1.2 the Customer agrees that Everlon’s rights under clause 12.1.1 is a security interest within the meaning of the Personal Property Securities Act 2009 (Cth) (“PPSA”) (“ROT”);

12.1.3 the Customer grants permission to Everlon to enter any property which it owns or otherwise occupies to recover the Product/s with such force as is necessary;

12.1.4 the Customer agrees that a certificate purporting to be signed by an officer of Everlon identifying Product/s as unpaid for shall be conclusive evidence that the Product/s have not been paid for and of Everlon’s title to those Product/s;

12.1.5 the Customer agrees that sections 95, 130, 132, 135 and 143 of the PPSA will have no application to these Terms between Everlon and the Customer in respect of these Terms and the Customer waives its rights under section 157 of the PPSA to receive a notice under that section; and

12.1.6 the Customer grants consent to Everlon to register the ROT as a security interest for the benefit of Everlon.

13. PRODUCT/S AT CUSTOMER’S RISK

13.1 The Product/s are entirely at the risk of the Customer from the moment of despatch to the Customer or collection by the Customer even though property in and title to the Product/s have not passed to the Customer.

13.2 The Customer must, at its own expense, maintain the Product/s and insure them for the benefit of Everlon for their full replacement value against theft, destruction, fire, water and other risks, as from the moment of despatch or collection by the Customer from Everlon premises to the Customer’s point of delivery and until property of and title to the Product/s have passed to the Customer.

13.3 The Customer must take all reasonable measures to ensure that Everlon’s title to the Product/s is in no way prejudiced. If the Product/s are lost, destroyed or damaged, any insurance proceeds relating to the Product/s in respect of such event that are received by the Customer, must be paid to Everlon immediately on receipt.

14. WARRANTY

14.1 Everlon warrants that at the time of delivery or collection by the Customer, the Product/s supplied shall be substantially in accordance with the specification, drawings that they have ordered/designed and other documents expressly incorporated into these Terms. Notwithstanding the generality of the foregoing, Everlon makes no warranty that all or any of the Product/s will be suitable to enable the Customer to achieve any particular purpose even when such purpose has been notified to Everlon and the Customer acknowledges that due to the finishing techniques and the customisation process, the appearance of the Product/s may vary from the picture or visual displayed when placing their order on the EB Plaque Wizard or sent to the Customer by email or provided to them in hard copy or in any other form.

14.2 Everlon makes no warranty that all or any of the Product/s will not infringe the rights of any third party.

14.3 Everlon makes no warranty for the use made of all or any of the Product/s by the Customer. Further, Everlon makes no warranty for any use of the Product/s by any third party who has obtained such Product/s directly or indirectly from the Customer and the Customer hereby indemnifies Everlon from and against any claims against Everlon arising from or relating to any use of the Product/s.

14.4 Subject to Clause 14.5 below, if it is the view of Everlon or a Court of competent jurisdiction that any defect or fault exists in the Product/s within a period of twelve (12) months from delivery of or collection of the Product/s, Everlon shall at its option either (i) repair or replace the Product/s (or the defective part) or (ii) refund such proportion of the monies paid to Everlon by the Customer for the Product/s as is reasonable, provided that, if Everlon so requests, the Customer shall, at the Customer’s expense, return any Product/s or the part which is defective to Everlon.

14.5 Everlon shall only be liable for a breach of the warranty in Clause 14.1 if:

14.5.1 the Customer gives written notice of the alleged breach to Everlon within ten (10) Business Days of the time when the Customer discovers or ought to have discovered it and in any event no later than ten (10) Business Days after the expiry of the warranty period stated in Clause 14.4;

14.5.2 Everlon is given a reasonable opportunity after receiving the notice of examining any relevant Product/s and the Customer (if asked to do so by Everlon) returns them to Everlon’s place of business, at the Customer’s cost, for the examination to take place there;

14.5.3 the Customer does not make any further use of the relevant Product/s after giving such notice;

14.5.4 any markings placed on the Product/s by Everlon has not been erased or removed from the Product/s; or

14.5.5 the defect did not arise because:
i) the Customer failed to follow Everlon’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product/s or (if there are none) good trade practice; or

ii) the Customer integrates the Product/s with the Customer’s Product/s; or

iii) the Customer, alters or repairs any Product/s without the prior written consent of Everlon; or

iv) of fair wear and tear or due to misuse; and

v) there are no sums due and outstanding under these Terms at the date of any breach of the warranty which the Customer has failed to make payment of in accordance with these Terms.
14.6 Where Everlon supplies, under these Terms, any Product/s supplied by a third party, Everlon does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Customer the benefit of any warranty, guarantee or indemnity given by the party supplying the Product/s to Everlon.
14.7 The Customer accepts that the express benefits of the warranty granted under this condition 14 shall be the Customer’s sole remedy for any breach of warranty expressed or implied whether statutory or otherwise in respect of the supply of Product/s under these Terms.

14.8 Notwithstanding any other provision in these Terms, the Customer acknowledges that the colour of the Product/s will fade over time.

15. DESPATCH

15.1 From time to time Everlon will make information relating to availability, despatch and delivery dates. Availability, despatch and delivery dates are estimates only. Everlon will not be liable for any loss suffered by the Customer where the Product/s are not delivered or ready to be collected in accordance with availability, despatch or delivery dates.

15.2 The Customer is solely responsible for providing adequate directions to enable Everlon, its agents or contractors to effect despatch to the Customer’s nominated premises.

15.3 Where Everlon, its agents, representatives, directors, officers, employees, sub-contractors or consultants (“Related Parties”) is required to enter the Customer’s nominated premises, the Customer agrees that, unless Everlon or its Related Parties do not comply with written instructions provided by the Customer to Everlon in relation to their presence on the Customer’s nominated premises:

15.3.1 Everlon will not be liable for any loss, damage or injury caused by such entry; and

15.3.2 the Customer will indemnify and keep Everlon indemnified against any claims made by any third party against Everlon arising from such entry.
15.4 The Customer acknowledges and agrees estimated availability and despatch dates are based on information supplied by manufacturers and suppliers and may be subject to delays associated with the import of the Product/s.

15.5 Everlon may at any time extend the time for despatch of the Product/s, provided that the extension does not exceed the reasonable amount of time allowed for such despatch.

15.6 The Customer agrees that Everlon’s despatch records will be:

15.6.1 proof of despatch of the Product/s in good order and of the quality and quantity specified in the order/quotation; and

15.6.2 evidence of receipt by the Customer notwithstanding the absence of any representative of the Customer at the point of delivery.

16. DESPATCH AND DELIVERY BY INSTALMENTS

16.1 Everlon reserves the right to make available for collection, despatch or deliver the Product/s in whole or by instalments, as well as to make available for collection, despatch or deliver prior to the date for such availability, despatch or delivery, and in such event, the Customer must not refuse to collect or take delivery of the Product/s.

16.2 Where the Product/s are made available, despatched or delivered by instalments, each instalment is regarded as a separate contract.

16.3 Any failure on the part of Everlon to make available, despatch or deliver any instalment within any specified time does not entitle the Customer to repudiate these Terms in respect of the balance of the Product/s that have not been delivered.

16.4 The Customer is solely responsible for payment of additional freight for partial instalments.

17. INSPECTION

Unless the Customer has inspected the Product/s and given written notice to Everlon within seven (7) days after collection or delivery that the Product/s are defective do not comply with the relevant specifications or descriptions, or that the Product/s are faulty or damaged, the Product/s are deemed to have been accepted in good order and condition and compliant with those specifications and description.

18. INSTALLATION AND USE

18.1 The Customer is solely responsible for the:

18.1.1 installation of the Product/s; and

18.1.2 use and maintenance of the Product/s.
18.2 On request by the Customer, Everlon will provide the Customer with general care instructions for the Products.

19. LIMITATION OF LIABILITY

19.1 The following provisions set out the entire and maximum financial liability of Everlon (including its Related Parties) to the Customer in respect of:

19.1.1 any breach of these Terms; and

19.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with these Terms.
19.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

19.3 Nothing in these Terms shall exclude or limit the liability of Everlon for;

19.3.1 fraud committed by Everlon (including fraudulent misrepresentation); or

19.3.2 any other matter which it would be illegal, or in breach of any statutory provision, for Everlon to exclude or attempt to exclude its liability for.
19.4 Subject to Clause 19.3, Everlon’s aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the amount paid by the Customer relating to the Product/s ordered by the Customer.

19.5 Subject to Clause 19.3, Everlon shall not be liable to the Customer for: (i) any, indirect, special or consequential loss, damage, costs, expenses or other claims whatsoever; or (ii) any economic loss (including loss of profit, loss of business, depletion of goodwill or like loss); or (iii) any loss, damage or liability to the extent caused by the negligence, wilful misconduct or other fault of the Customer, its employees, agents or contractors or a breach by the Customer of these Terms; in each case howsoever caused, including without limitation negligence or breach of statutory duty or misrepresentation, arising out of or in connection with these Terms.

20. COMMERCIAL CONFIDENTIALITY

20.1 Without prejudice to the rights of either Party arising elsewhere in these Terms, all trade secrets, and all other information of a confidential or proprietary nature including but not limited to any and all technical information, data, drawings, process information and know-how and embracing reports, designs and any information concerning products, customers, business accounts, financial or contractual arrangements or other dealings, transactions or affairs, reports, recommendations, and in whatever form whether in writing, given orally or contained in an electronic format, and which is either marked as confidential (or with some similar legend) or otherwise designated as confidential by Everlon (“Proprietary Information”) exchanged between the Customer and Everlon or to which the Customer has access as a consequence of accessing the Website shall be treated as commercially confidential in accordance with this clause 20.

20.2 The Customer shall not use, disclose or knowingly permit to be disclosed to any person (except those employees, agents or sub-contractors who need to know the information for the purposes of these Terms) any Proprietary Information of Everlon without the prior written consent of Everlon and the Customer shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as binds the Customer.

20.3 The obligations of confidentiality owed by the Customer to Everlon as set out in this Clause shall remain in force despite the completion (or earlier determination) of these Terms but shall not apply to information which:

20.3.1 is in or enters the public domain (otherwise than by a breach of the Customer’s confidentiality obligations under these Terms);

20.3.2 is known without restriction to the Customer at the time of disclosure without breach of any obligation of confidentiality;

20.3.3 becomes known to the Customer without restriction from an independent source having the right to convey it; and

20.3.4 is shown to the reasonable satisfaction of Everlon to have been generated independently by the Customer.
20.4 Nothing herein shall prevent the disclosure of information by the Customer to the extent required by applicable law or by the regulations of any stock exchange or regulatory authority to which the Customer is subject or pursuant to any order of Court or other competent authority or tribunal, provided that:

20.4.1 the Customer first gives Everlon, where possible, the opportunity to make the necessary disclosure;

20.4.2 where the Customer is required to make the disclosure itself, the disclosure made is the minimum required and is made under maximum possible constraints of confidentiality; and

20.4.3 Everlon is provided with full information on the disclosure made.
20.5 The Customer acknowledge that damages would not be an adequate remedy for any breach of this Clause and that (without prejudice to any other rights or remedies that the Everlon may be entitled to as a matter of law), Everlon will be entitled to the remedies of injunction, specific performance, and other equitable relief to enforce the provisions of this Clause and no proof of special damages shall be necessary for the enforcement of the provisions of this Clause 15.

20.6 Where the Customer is a Federal Government Agency, a State Government Agency, a representative of the Commonwealth of Australia or any other agency, body or institution that is subject to Commonwealth or State procurement and auditing rules, the obligations of confidentiality owed by the Customer to Everlon as set out in this Clause shall not apply to information which:

20.6.1 is disclosed by the Customer to its personnel or its advisers in order to enable the effective management or auditing of procurement related activities as require by Federal or State Law or Regulations;

20.6.2 is disclosed by the Customer to the responsible Minister or in response to a request by a House or a Committee of the Parliament of the Commonwealth or State Government of Australia (or its Legislative Assembly);

20.6.3 is disclosed to the Commonwealth Ombudsman or for a purpose in relation to the protection of the public revenue;

20.6.4 Part 3 (Notifiable Contracts) of the Government Procurement Act 2001 applies; or

20.6.5 is otherwise required by Federal or State procurement law.

21. CREDIT LIMIT

The grant of any credit facility or nomination of any credit limit is an indication only of Everlon’s intention at the time. Everlon may vary and/or withdraw any credit facility at any time at its discretion and without any liability to the Customer or any other party.

22. FORCE MAJEURE

22.1 Everlon shall not be liable for any failure to perform, or any delay in performing, its obligations if the failure or delay is due directly or indirectly to any cause beyond the reasonable control of Everlon (Force Majeure Event), which shall include but not be limited to the following:

22.1.1 any act of God, terrorism, fire, flood, explosion, accident, endemic, war, governmental actions, strikes, civil disturbance, strike or lock-out, or emergency; or

22.1.2 any major plant or equipment failure, strikes or lockouts which results in closure of a facility of Everlon or its suppliers or sub-contractors.
22.2 In the event of failure or delay arising from a Force Majeure Event, Everlon will provide full details to the Customer and shall take all reasonable steps to mitigate the effect of the delay. Except for clause 20 performance of these Terms shall be suspended for such time as the delay continues.

22.3 Either Party may terminate these Terms upon written notice to the other Party and if the Force Majeure Event lasts more than one hundred and eighty (180) days or renders the continuation or completion of these Terms impossible. In such event the Parties shall, subject to the provisions of clause 20 be released from all obligations under these Terms and the Customer shall pay to Everlon within seven (7) days all outstanding payments invoiced by Everlon under these Terms at the date of termination.

23. CREDIT INFORMATION

The Customer irrevocably authorises Everlon and its servants and agents to make such enquiries from time to time as Everlon may deem necessary to obtain information and/or to investigate the creditworthiness of the Customer including enquiries with persons nominated as trade references, bankers of the Customer, any other credit provider, any credit reporting agency, any land titles office, the Australian Securities Investment Commission, Insolvency and Trustee Service Australia and/or any similar body and/or related information service (“the Sources”) and including personal credit and consumer credit information and any property, business and/or solvency information. The Customer by this Clause irrevocably authorises the Sources to disclose anything about the Customer which is in the Sources’ possession and the Customer agrees that Everlon may disclose any information it has about the Customer to any interested person (subject only to any obligations Everlon may have under the Privacy Act 1988 (Cth)).

24. NOTICE

The Customer agrees that it shall be deemed to have notice of any change to these Terms and be bound by any subsequent versions of these Terms as they appear on the Website whether or not the Customer has actual notice thereof.

25. MISCELLANEOUS

25.1 Failure by either Party to enforce, at any time or for any period, any one or more of the terms or conditions of these Terms shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of these Terms.

25.2 These Terms constitutes the entire agreement between the parties in connection with its subject matter and neither Party has relied on any representation or promise except as expressly set out in these Terms.

25.3 If any provision of these terms and conditions is held by any competent authority to be illegal, void, voidable, invalid, unenforceable or unreasonable in whole or in part it shall, to the extent of such illegality, invalidity, voidness, violability, unenforceability or unreasonableness be deemed severable and the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected.

26. GOVERNING LAW AND JURISDICTION

26.1 These Terms shall be governed by and construed in accordance with the laws of New South Wales.

26.2 Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them.

26.3 Each party waives any right it has to object to an action being brought in those courts including by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.