General Terms & Conditions
#general-terms-and-conditions1. Agreement
1.1. These Terms and Conditions apply to each Agreement formed between Blackbox and the Customer when method of accepting Quote.
1.2. To the extent of any inconsistency, an Element with higher priority will supersede an Element with lower priority.
1.3. All communication, correspondence and other documents passing between the parties (other than the Elements), including all terms and conditions the Customer provides to Blackbox, are void and unenforceable.
1.4. If for any reason clause 1.3 is found to be illegal, invalid or unenforceable, to the extent of any inconsistency all communication, correspondence and other documents passing between the Customer and Blackbox (other than the Elements), including all terms and conditions the Customer provides to Blackbox, are superseded by the Quote, the Special Conditions and these Terms and Conditions.
1.5. If the Quote includes the hiring of Equipment, the Hire Terms and Conditions form part of the Agreement.
1.6. If the Quote includes the Monitoring Services, the Monitoring Terms and Conditions form part of the Agreement.
1.7. If the Quote includes a Production, the Production Terms and Conditions form part of the Agreement.
2. Quote
2.1. From time to time, Blackbox may in its sole discretion provide one or more Quotes to a Customer.
2.2. The Customer must provide Blackbox with notice accepting the Quote by the Deadline.
2.3. If the Customer does not accept the Quote by the Deadline, Blackbox may in its sole discretion elect to reject the Customer's acceptance by providing the Customer notice within 10 Business Days of Blackbox's rejection.
2.4. Nothing in this Agreement requires Blackbox to provide one or more Quotes to any person.
3. Payment
3.1. The Customer must pay:
(a) all Invoices within 45 Business Days of the date of the Invoice;
(b) all other amounts payable by the Customer to Blackbox under this Agreement within 2 Business Days of the due date;
(c) by electronic transfer to the account advised by Blackbox from time to time; and
(d) without setoff, withholding or other deduction..
3.2. If the Customer alleges the Invoice has an error, within 5 Business Days of receiving the invoice the Customer must give Blackbox notice describing the invoice and error.
3.3. If the Customer does not provide notice of an alleged error in an invoice within the time permitted under clause 3.2, the Customer will be deemed to have accepted that invoice as complete and accurate in all respects.
4. Termination
4.1. A party may terminate this Agreement:
(a) at any time by providing the other party 60 Business Days' notice; and
(b) otherwise as permitted by these Terms and Conditions.
5. Default
5.1. A party will be in default under this Agreement if it:
(a) breaches a term or condition of this Agreement that cannot be remedied within 5 Business Days; and
(b) breaches a term or condition of this Agreement that can be remedied within 5 Business Days and fails to remedy that breach within 5 Business Days of receipt of notice from the non-breaching party requiring the breaching party to remedy the breach.
5.2. The Customer will be in default under this Agreement if it:
(a) fails to pay all Invoices and other monies payable under this Agreement by the due date;
(b) ceases to carry on its business;
(c) if the Customer is a corporation - is insolvent (as defined in the Corporations Law), has a liquidator or administrator appointed over the Customer or any of its assets, or commences winding up (voluntary or involuntary); and
(d) if the Customer is a natural person -commits an act of bankruptcy (as defined in the Bankruptcy Law), appoints an administrator over any of their assets, or dies or is incapacitated for more than 14 days in any 60day period.
5.3. If Blackbox is in default, the Customer may elect to:
(a) affirm or terminate this Agreement; and/or
(b) sue Blackbox for damages and/or compensation.
5.4. If the Customer is in default, Blackbox may in its sole discretion elect to:
(a) suspend:
(i) the Customer's use of the Equipment or Website; (ii) the delivery, repair or replacement of Equipment; (iii) Training; (iv) Monitoring; or
(v) Production;
(b) seek urgent injunctive relief;
(c) affirm or terminate this Agreement; and/or
(d) sue the Customer for damages and/or compensation.
5.5. If Blackbox suspends anything under clause 5.4(a):
(a) the Customer will still incur and must pay all monies that would have been payable by the Customer to Blackbox had Blackbox not suspended anything; and
(b) Blackbox must promptly lift the suspension upon the Customer remedying (to the satisfaction of Blackbox) the breach the cause of the default.
5.6. Without limiting clause 5.5, if Blackbox suspends the use of Equipment under clause 5.4(a) Blackbox may collect the Equipment from the Site (as if the Term had ended) and, if it does, upon the suspension lifting must promptly redeliver the Equipment to the Site.
5.7. The rights and remedies described in this clause 5 are cumulative and in addition to all rights available at Law.
6. Liability
6.1. Subject to clause 6.3, the Customer releases and discharges Blackbox and holds Blackbox forever harmless from and against all demands, claims and proceedings howsoever caused which the Customer has, may have or but for this clause 6.1 would have against Blackbox, arising from or connected to:
(a) the Equipment;
(b) the Training;
(c) the Website and Data;
(d) the Production; and
(e) the Presentation.
6.2. Subject to clause 6.3, the Customer indemnifies Blackbox and will keep Blackbox indemnified from and against all loss and damage Blackbox suffers or incurs (including reasonable costs and legal costs) arising from or connected to all demands, claims and proceedings howsoever caused by the Customer (or anyone on the Customer's behalf) against Blackbox arising from or connected to the matters described in clauses 6.1(a) to 6.1(d) (inclusive).
6.3. The Customer does not release, discharge or hold Blackbox harmless or indemnify Blackbox from or against demands, claims or proceedings arising from or connected to the matters described in clauses 6.1(a) to 6.1(d) (inclusive) to the extent that:
(a) the demand, claim or proceeding arises from Blackbox's:
(i) intentionally and negligent and harmful act or omission; (ii) breach of a term of this Agreement; or
(b) Blackbox cannot exclude the liability at Law.
6.4. Subject to clause 6.5, the Customer indemnifies Blackbox and will keep Blackbox indemnified from and against all loss and damage Blackbox suffers or incurs (including administrative costs and legal costs on an indemnity basis) arising from or connected to:
(a) the Customer's breach of this Agreement;
(b) the Equipment;
(c) the Training;
(d) the Website and Data;
(e) the Production;
(f) the Presentation;
(g) Blackbox's exercise of its rights under this Agreement in respect of any breach of this Agreement by the Customer; and
(h) acts under a power of attorney granted under this Agreement.
6.5. The Customer does not indemnify Blackbox for loss and damage Blackbox suffers or incurs arising from or connected to the matters described in clauses 6.4(a) to 6.4(h) (inclusive) to the extent that the loss or damage arises from an act or omission of Blackbox.
6.6. Notwithstanding any other term of this Agreement, the Customer acknowledges and agrees:
(a) Blackbox is not liable for any loss or damage of the Customer, however caused, that is indirect loss, incidental loss, consequential loss, special loss, loss of revenue loss of profit, loss of reputation, loss of opportunity or loss that flows from demands, claims or proceedings by third parties; and
(b) the maximum compensation payable (or the value in kind transferable) by Blackbox to the Customer arising from or connected to:
(i) this Agreement: (ii) the Equipment; (iii) the Website and Data; (iv) the Production; and
(v) the Presentation, will be an amount equal to all Invoiced amounts paid by the Customer to Blackbox under this Agreement in the 12 months preceding the act or omission the cause of the compensation (excluding interest and costs arising from the Customer's default under this Agreement).
6.7. The limitations described in clause 6.6 are cumulative for all of the Customer's demands, claims and proceedings arising from or connected to this Agreement and will apply to the maximum extent permitted by Law, notwithstanding the failure of any remedy under this Agreement or at Law.
7. Assignment
7.1. The Customer cannot assign any part of its rights or obligations under this Agreement to a third party.
7.2. At any time, the Customer may assign the whole of its rights and obligations under this Agreement to a third party with the consent of Blackbox.
7.3. Blackbox may place conditions on its consent under clause 7.2, including that:
(a) the proposed assignee provide evidence to Blackbox's satisfaction of the proposed assignee's ability to discharge the Customer's obligations under this Agreement; and
(b) the Customer provide or procure security for Blackbox for the proposed assignee's performance of the Customer's obligations under this Agreement.
7.4. At any time, Blackbox may in its sole discretion assign the whole or any part of its rights or obligations under this Agreement to one or more third parties.
8. Force Majeure
8.1. If a party's performance of an obligation under this Agreement is prevented or delayed by a Force Majeure Event, that party may suspend that obligation by providing notice to the other party describing the Force Majeure Event and the suspended obligation.
8.2. A party that has suspended an obligation under clause 8.1 must promptly and diligently act to mitigate or remove the effects of the Force Majeure Event that gave rise to the suspension.
8.3. An suspension under clause 9.1 will immediately lift upon the ending or removal of the Force Majeure Event that gave rise to the suspension.
8.4. If an obligation has been suspended under clause 8.1 for more than 1 month, a party may immediately terminate this Agreement by providing notice to the other party.
9. Alterations
9.1. Subject to clause 9.2, an addition, removal, alteration or replacement of any term of this Agreement will take effect 20 Business Days after Blackbox provides the Customer with notice.
9.2. Subject to clause 9.3, if the addition, removal, alteration or replacement of any term of this Agreement would require the Customer to pay more monies or incur more costs than the Customer would have prior to the change, that term will apply only to Equipment, Monitoring and Productions quoted after the addition, removal, alteration or replacement.
9.3. For the purposes of clause 9.2, the Customer will be deemed to not pay more monies or incur more costs if the increase in monies or costs is less than 5% of the monies or costs payable by the Customer under this Agreement on the date this Agreement is formed.
9.4. Nothing in this Agreement obligates Blackbox to add, remove, alter or replace any term of this Agreement or to refrain from doing any of those things.
10. Confidential Information
10.1. Subject to clause 10.2, each party will not:
(a) disclose the Confidential Information of the other party to any person;
(b) copy the Confidential Information of the other party; or
(c) use or exploit the Confidential Information of the other party.
10.2. A party may disclose the Confidential Information of the other party only:
(a) if that Confidential Information is in the public domain for any reason other than a breach of an obligation of confidentiality to the other party;
(b) if required by Law;
(c) to its professional advisors, provided the advisors have a duty of confidentiality to that party;
(d) to prosecute proceedings to enforce a right under this Agreement or remedy a breach of this Agreement; or
(e) as required to discharge obligations under this Agreement.
10.3. A party may use or exploit the Confidential Information of the other party only if that use or exploitation:
(a) is necessary for the party to discharge its obligations under this Agreement; and
(b) will not and is not likely to cause any loss, damage or harm to Blackbox or Blackbox's business, products, operations, reputation, staff or relationships.
10.4. If a party may disclose, use or exploit Confidential Information of the other party under clause 10.2 or 10.3, it must disclose, use or exploit only the minimum amount of Confidential Information required to achieve the permitted purpose.
10.5. Each party will at its own cost:
(a) restrict its Staff's access to the Confidential Information of the other party to those persons who:
(i) must know the Confidential Information to discharge its obligations under this Agreement; and (ii) it has advised of the Confidential Information's confidential nature and the restrictions imposed under this clause 10; and
(b) secure and deal with its Confidential Information, and all Confidential Information of the other party in its possession or control, in accordance with all applicable Laws and current industry best practice.
10.6. At the request of the other party (which may be made from time to time), a party will procure an executed deed from one or more of its Staff requiring that person to comply with the obligations under this clause 10.
10.7. If a party is required by Law to disclose Confidential Information of the other party, it will notify the other party of the compulsion as soon as possible before making the disclosure and will at the other party's expense sign all documents and do all things reasonably requested by the other party to oppose the requirement.
10.8. Notwithstanding the terms of this clause 10 and subject to clause 10.9, Blackbox may use aggregate information and metadata to measure general Equipment and Website usage patterns and characteristics of its user base and may include such aggregate information about its audience in promotional materials or reports to third parties.
10.9. Aggregate information and metadata used under clause 10.8 will not reference names, phone numbers, email addresses, or other personally identifiable information and it is not traceable to a specific recipient or user email address.
10.10. The Customer expressly consents to receiving electronic messages from Blackbox and its agents for the purposes of the Spam Act 2003 (Cth).
10.11. At any time, the Customer may withdraw its consent under clause 10.10 by providing Blackbox notice.
10.12. Each party will comply with all Law regarding privacy and personal information. A copy of Blackbox's privacy policy will be provided upon request.
11. Disputes
11.1. A party will not commence proceedings regarding this Agreement and its subject matter in any court or tribunal except in accordance with this clause 11.
11.2. In the event of a Dispute, a party may provide the other party notice describing the Dispute and a proposed solution.
11.3. If the recipient does not agree to the proposed solution, within 3 Business Days of receipt of notice under clause 11.2 the recipient must provide the other party notice proposing the recipient's own solution.
11.4. Upon provision of notice under clause 11.3, the parties must use their reasonable endeavours to communicate and attempt to resolve the Dispute in good faith.
11.5. If the parties have not resolved a dispute within 10 Business Days of provision of notice under clause 11.3, a party may commence proceedings regarding this Agreement and its subject matter in any court or tribunal.
11.6. Nothing in this clause 11 prohibits a party from seeking urgent injunctive relief.
12. Relationship
12.1. In the performance of their respective obligations under this Agreement, the parties are independent contractors and are not agent and principal of each other, joint venturers or partners, franchisor and franchisee or acting on behalf of each other.
12.2. If any term of this Agreement would cause the parties to have any relationship other than as independent contractors, that term will be read down only to the extent that the parties are only independent contractors and if it cannot be read down will be severed from this Agreement without prejudice to the remaining terms and replaced with a new term that most closely matches the commercial and economic effect of the severed term whilst not causing the parties to have any relationship other than as independent contractors.
13. Notice
13.1. Notice provided under this Agreement must be in writing.
13.2. A party may provide notice under this Agreement by:
(a) delivering the notice to the last advised address of the recipient;
(b) mailing the notice by pre-paid post to the last advised address of the recipient; or
(c) emailing the notice to the last advised address of the recipient.
13.3. Subject to clause 13.4, notice provided under this Agreement will be deemed received:
(a) if delivered, at the time of delivery;
(b) if posted, 4 Business Days after posting; and
(c) if emailed, at the time of sending (provided that the sender does not receive notification that the email was not transmitted to or received by the receiver).
13.4. If notice provided under this Agreement is received after 5:00pm on a Business Day, the notice will be deemed received at 8:30am on the next Business Day.
14. GST
14.1. Except where the contrary intention appears, expressions used in this clause 14 have the meanings given to them in the GST Act.
14.2. If a party makes a taxable supply in connection with this Agreement for a consideration which represents its value, then the recipient of the taxable supply must also pay, at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply.
14.3. A party's right to payment under this clause 14 is subject to a valid tax invoice being delivered to the recipient of the taxable supply.
14.4. To the extent that one party is required to reimburse another party for costs incurred by the other party, those costs do not include any amount in respect of GST for which the other party is entitled to claim an input tax credit.
14.5. To the extent that any consideration payable to a party under this agreement is determined by reference to a cost incurred by that party, the GST exclusive amount of that cost must be used.
14.6. Unless explicitly stated otherwise, all quotes, prices, fees and amounts described in this Agreement or that Blackbox communicates to the Customer are exclusive of GST.
15. General
15.1. Amendment. No variation of this Agreement will be effective unless in writing and signed by all parties.
15.2. Discretion. Unless an act, standard or decision is within a party's sole discretion, a party must act reasonably when exercising its discretion under this Agreement.
15.3. Entire Agreement. This Agreement comprises the entire agreement between the parties regarding its subject matter and supersedes all prior communication, representations, agreements and arrangements.
15.4. Joint and Several Liability. If a party comprises more than one person, the rights, powers and remedies herein must be exercised jointly and the covenants and obligations herein apply to each of them jointly and severally.
15.5. Jurisdiction. This Agreement is governed by the laws of Queensland and each party submits to the non-exclusive jurisdiction of the tribunals and courts of Queensland.
15.6. Limitation of Liability. If this Agreement excludes a warranty that by Law Blackbox cannot exclude, then to the maximum extent permitted by Law Blackbox's liability will be limited to repair or replacement of the goods or services to which the warranty applies, or payment of the cost of replacing those goods or services.
15.7. No Consequential Loss. Blackbox will not be liable to the Customer for any loss of profit, loss of reputation, loss of opportunity or other consequential loss arising from or connected to this Agreement and its subject matter.
15.8. No Merger. None of the terms of this Agreement, nor any act, matter or thing done under or by virtue of, or in connection with, this Agreement (including termination) will operate as a merger of any of the rights and remedies of Blackbox in or under this Agreement or otherwise and all such rights and remedies will continue in full force and effect.
15.9. Perfection. Each party will sign all documents and do all things required to perfect and give full effect to this Agreement and the rights and obligations herein.
15.10. Prejudice. The Customer will not do or permit anyone to do any act or omission that may prejudice any right of Blackbox against any third party (including a right of recovery).
15.11. Reliance. The Customer warrants that it:
(a) has not been induced to enter into this Agreement by any alleged statement, representation, warranty or condition made by any person;
(b) has read and understood this Agreement; has had the opportunity to obtain independent financial and legal advice about its terms; and
(c) has entered into this Agreement in reliance solely upon its own research and inquiry.
15.12. Severability. If a term of this Agreement is illegal, invalid or unenforceable, that term will be read down only to the extent that it is no longer illegal, invalid or unenforceable and if it cannot be read down will be severed from this Agreement without prejudice to the remaining terms and replaced with a new term that most closely matches the commercial and economic effect of the severed term whilst being legal, valid and enforceable.
15.13. Failure to Act. No delay or failure to exercise or seek any right, power or remedy will prejudice that right, power or remedy, nor will it constitute a waiver of that right, power or remedy.
15.14. Waiver. A waiver of any right, power or remedy under this Agreement must be explicit and in writing and will not prejudice the exercise or seeking of that right, power or remedy at any other time or in any other circumstances.
16. Definitions
16.1. In this Agreement:
Agreement means an agreement between Blackbox and the Customer for one or more of Blackbox's:
(a) hiring of Equipment;
(b) making the Website available;
(c) liaising with the Customer and Monitor regarding the Monitoring Agreement; and
(d) carrying out a Production and providing a Presentation.
Bankruptcy Law means the Bankruptcy Act 1966 (Cth).
Blackbox means name as trustee for Blackbox Australia Unit Trust ABN 19 969 154 575 and (where appropriate) its Staff.
Business Day means all days excluding Saturdays, Sundays and public holidays in Brisbane, Queensland.
Collateral means the proposed monies, property or other security described in the Quote.
Completion Date means the proposed completion date described in the Quote. Confidential Information means information of any kind, recorded or transmitted by any method, regarding the party's structure, operations, finances and intentions (including information regarding customers, clients, officers, employees, contractors, agents, assets, liabilities, income, expenses, projections, plans, marketing, advertising, goods, services, methods, procedures, know-how, disputes and litigation) that is not public knowledge or that is marked confidential or that by its nature is confidential.
Corporations Law means the Corporations Act 2001 (Cth).
Customer means the person who provides Blackbox notice of accepting a Quote and to whom Blackbox is hiring Equipment and providing access to the Website, with whom Blackbox is liaising regarding Monitoring and/or for whom Blackbox is carrying out the Production and providing the Presentation.
Data means video, audio and photographic information (including metadata) of the Site and activities on the Site recorded by Equipment.
Deadline means the deadline for the Customer to respond to the Quote and, if no deadline is described, the Deadline will be the date 1 month after the date of the Quote.
Default Rate means the low doc commercial lending rate of the Blackbox's bank plus 2%.
Dispute means a dispute or disagreement between the parties regarding this Agreement and its subject matter excluding:
(a) disputes or disagreements regarding payment of amounts payable by the Customer under this Agreement; and
(b) breaches of this Agreement that cannot be remedied within 5 Business Days.
Elements means (in descending order of priority):
(c) the Quote;
(d) the Special Conditions;
(e) the Equipment Terms and Conditions, Monitoring Terms and Conditions and Production Terms and Conditions (as appropriate); and
(f) the General Terms and Conditions.
End Date means the proposed end date described in the Quote.
EOT means an extension of time.
Equipment means the equipment (including Controllers, cameras, solar panels, mobile equipment, accessories and parts) described in the Quote that Blackbox proposes to hire to the Customer.
Equipment Fees means the proposed fees and costs of hiring the Equipment described in the Quote. Equipment Insurance means a policy of insurance:
(a) for the full replacement of the Equipment;
(b) with a reputable underwriter;
(c) naming Blackbox as an interested party. Executed Monitoring Agreement means a Monitoring Agreement executed by the Customer and the Monitor.
Fees means (as the context requires):
(a) Equipment Fees;
(b) Production Fees; or
(c) any combination of the above that is described in a Quote or payable by the Customer under this Agreement. Force Majeure Event means war, vandalism, sabotage, terrorism, epidemics, quarantines, fires, explosions, earthquakes, floods, strikes, labour disputes, shortages or delays in obtaining suitable material, labour or transportation, interruption of utility services, statutory obligation, order or direction or instruction or request or notice of a regulator or emergency services organization or any other competent authority, acts of any government unit or agency thereof and acts and omissions of the other party. General Terms and Conditions means the terms and conditions set out in clauses 1 to 18 (inclusive).
Government Body means:
(a) the federal government or a state or local government;
(b) an entity created by or operating under a government described in clause (a); and
(c) an entity brought into existence under legislation.
Government Charge means all taxes, duties, tolls, levies, fees, costs, expenses and like charges paid or payable by Blackbox to a Government Body arising from the hiring of Equipment under this Agreement (including interest and penalties).
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth). Hire Terms and Conditions means the terms and conditions set out in clauses 19 to 35 (inclusive).
Instalment Amounts means the instalment amounts described in the Quote that comprise the Production Fee.
Instalment Dates means the dates described in the Quote for the payment of Instalment Amounts. Intellectual Property means right, title or interest created by or recognised under Law (at any time on and from the date of this Agreement) in property of the mind or propriety knowledge, including patents, trade marks, registered designs, geographical indications, copyright, trade secrets, circuit layouts.
Invoice means an invoice prepared in accordance with this Agreement for Blackbox's provision of goods and services to the Customer under this Agreement.
Law means all legislation, subordinate legislation, common law and equity applicable to each party and to the subject matter of this Agreement including Equipment, Training, Monitoring, Production, Presentation and Fees.
License means a perpetual, compensation-free, non-transferable license to do the things described in clause 49.5.
Monitor means the proposed entity to provide Monitoring to the Customer.
Monitoring means the real-time monitoring of Data and provision of security services as set out in the Monitoring Agreement. Monitoring Agreement means the agreement between the Customer and the Monitor for the provision of Monitoring. Monitoring Terms and Conditions means the terms and conditions set out in clauses 36 to 42 (inclusive).
PPSA means the Personal Property Security Act 2009 (Cth).
Presentation means the complete audio and visual presentation prepared by Blackbox using the Footage.
Price List means notice provided by Blackbox to the Customer describing the rates for the hiring of Equipment.
Production means the filming, photography, post-production, editing and related services described in the Quote that Blackbox proposes to carry out.
Production Fees means the proposed fees and costs of the Production described in the Quote. Production Terms and Conditions means the terms and conditions set out in clauses 43 to 49 (inclusive).
Qualifying Cause means:
(a) a Force Majeure Event; or
(b) a Variation.
Quote means notice provided by Blackbox to the Customer describing the proposed Deadline, Collateral, Special Conditions, Equipment, Equipment Fees, Equipment Insurance, Start Date, End Date, Term, Website access, Monitor, Production, Presentation, Production Fees, Completion Date, Instalment Amounts and Instalment Dates.
Site means the location where the Customer will use and store the Equipment or where Blackbox will carry out the Production.
Special Conditions means any terms or conditions in writing and labelled as special conditions that are either:
(a) provided by Blackbox to the Customer together with the Quote; or
(b) provided by the Customer to Blackbox, signed by Blackbox and returned to the Customer.
Staff means the directors, employees, contractors and agents of a party (or any one of them).
Stand Down means a temporary suspension of the use of Equipment.
Stand Down Rate means an amount equal to 50% of the Equipment Fee for that Equipment.
Start Date means the proposed start date described in the Quote.
Term means the period of time commencing on the Start Date and ending on the End Date.
Training means training by Blackbox's officer, employee, contractor or agent regarding the use and maintenance of Equipment.
Transport Fee means the reasonable costs of Blackbox delivering Equipment to the Customer (including unloading and setup) and collecting Equipment from the Customer (including breakdown and loading).
17. Interpretation
17.1. In this Agreement, unless the context requires otherwise:
(a) grammatical forms of defined words or phrases have corresponding meanings;
(b) words importing the singular include the plural and vice versa;
(c) reference to a clause or annexure is to a clause of or annexure to this Agreement;
(d) reference to a document is to that document as amended, novated, supplemented, varied or replaced from time to time and includes any annexures, schedule and appendices to that document, except to the extent prohibited by that document;
(e) reference to legislation or a legislative provision includes any statutory modification, substitution or re-enactment and any subordinate legislation issued under that legislation or provision;
(f) reference to a party includes that party's Staff and executors, administrators, substitutes, successors and permitted assignees;
(g) reference to a person includes a natural person, partnership, corporate entity, association, governmental or local authority or agency or other entity;
(h) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it or because that party seeks to rely on any part of the Agreement; and
(i) no clause of this Agreement is limited or restricted by the term "including" or the use of examples.
Variation means an addition, subtraction or variation to the Production or Presentation.
Website means the website made available by Blackbox for the viewing and retrieval of Data.