1. Supply of Services

1.1. Supply Subject to the Client paying the Fees in accordance with clause 3, Holocron Cyber must use its best endeavours to provide the Services (if relevant, at the Site).

1.2. Client’s requirements

(a) The Client must:

(i) give Holocron Cyber access to the Client’s premises and the Site to enable Holocron Cyber to provide the Services.

(ii) give Holocron Cyber all information and assistance necessary to enable Holocron Cyber to provide the Services.

(iii) follow the directions of Holocron Cyber in connection with the provision of the Services.

(iv) promptly perform any Client Responsibilities; and

(v) cooperate with Holocron Cyber and act reasonably in connection with these terms and receipt of the Services.

(b) The Client acknowledges and agrees that if the Client does not comply with clause (a) then Holocron Cyber is only obliged to endeavour to supply the Services to the Client.

2. Warranties

2.1. Client capacity warranties

The Client represents and warrants that:

(a) the Client has full power and authority to enter into and perform its obligations under these terms.

(b) the execution, delivery, and performance by the Client of these terms does not and will not violate:

(i) its constitution or other constituent documents; or

(ii) any encumbrance or document which is binding upon it or any Related Body Corporate or any assets of it or any assets of a Related Body Corporate.

2.2. Client material warranties

The Client represents and warrants, and it is a condition of these terms, that:

(a) the Client has the right and authority to provide Holocron Cyber with the rights described in clause 5.3;

(b) the Client Material and any other material provided to Holocron Cyber by the Client under these terms will not infringe the Intellectual Property Rights or other rights of any third party. (c) the exercise of the rights described in clause 5.3 by Holocron Cyber will not infringe the Intellectual Property Rights or other rights of any third party; and

(d) all information provided by the Client or on the Client’s behalf to Holocron Cyber is accurate and is not, whether by omission of information or otherwise, misleading.

2.3. Sensitive nature of the Services

The Client warrants that it is aware of the nature of the Services and in particular that the Services may include:

(a) deliberate attempts to penetrate the Client’s security systems, which may be provided by a third party.

(b) red teaming (including, but not limited to, deliberately masquerading as a hostile attacker with the intention of detecting vulnerabilities).

(c) deliberately allowing unauthorised access to your network for the purpose of analysing threat vectors and origination.

(d) acts that may be considered unethical; or

(e) acts that may put the Client in breach of its agreements including, but not limited to, its third-party supplier’s terms of supply,

and the Client further acknowledges that Holocron Cyber cannot be compelled by the Client to explain or reveal its methods of undertaking the Services.

2.4. Repeating warranties

The representations made and warranties given in clause 2 are regarded as repeated each day during the Term with respect to the facts and circumstances then subsisting.

3. Fees

3.1. Fees

(a) The Client must pay the Fees to Holocron Cyber.

(b) If there is a dispute about whether a Fee or other amount contemplated by these terms is payable or available, the Client must not withhold the amount in dispute.

3.2. Invoices

(a) Holocron Cyber must invoice the Client from time to time for the Fees. (b) The Client must pay an invoice issued under clause (a) within 14 days after the date of issue of the invoice.

3.3. Deferral of performance

If the Client fails to pay the Fees in accordance with these terms, without limiting any other remedies available to Holocron Cyber, Holocron Cyber may defer performance of all Services until the outstanding Fees are paid.

4. Term and termination

4.1. Term

These terms apply to the Services and continue until:

(a) the Services have been completed; or

(b) earlier terminated in accordance with clause 4.

4.2. Termination for breach

(a) If:

(i) the Client commits a breach of these terms; or

(ii) an Insolvency Event occurs in relation to the Client,

then Holocron Cyber may terminate the performance of the Services by notice to the Client in which case these terms will terminate on the date specified in that notice or, if no date is specified, immediately.

(b) If Holocron Cyber:

(i) commits a material breach of a fundamental term of these terms that has a material and adverse effect on the Client; and

(ii) fails to remedy that breach within 60 days of receiving notice from the Client requiring that Holocron Cyber remedy that breach,

then the Client may terminate the Services by notice to Holocron Cyber in which case these terms will terminate immediately.

4.3. Termination for convenience

Holocron Cyber or the Client may terminate the Services at any time by providing no less than 30 days’ notice to the respective party in which case these terms will terminate on the date specified in that notice.

4.4. Waiver and acknowledgment

(a) The Client expressly waives any rights it may have to terminate the Services other than as contemplated by clause (b).

(b) The Client acknowledges that Holocron Cyber may terminate the Services under clause 4 without considering the impact of the termination on the Client.

4.5. After termination or expiry

On termination or expiry of these terms:

(a) Holocron Cyber is entitled to payment for Services performed up to the date of termination or expiry.

(b) accrued rights or remedies of a party are not affected; and

(c) the Client must deliver to Holocron Cyber, any of Holocron Cyber’s Confidential Information or other property in its care, custody, or control.

4.6. Survival Termination or expiry of these terms will not affect clauses 2, 4.5, 5.3, 6, 7, 8, 9, 11 and 13.6 or any provision of these terms which is expressly or by implication intended to come into force or continue on or after the termination or expiry.

5. Intellectual property

5.1. Holocron Cyber Material

(a) The Client must only use the Holocron Cyber Material in accordance with any directions given by Holocron Cyber.

(b) The Client is responsible for the safe keeping and maintenance of any Holocron Cyber Material provided to the Client.

5.2. No assignment

Holocron Cyber Material remains the property of Holocron Cyber and nothing in these terms grants the Client any Intellectual Property Rights in the Holocron Cyber Material or other Intellectual Property Rights of Holocron Cyber.

5.3. Licence of Client Material

(a) The Client grants to Holocron Cyber a non-exclusive, irrevocable, global licence to exercise the Intellectual Property Rights in any Client Material in connection with Holocron Cyber providing Services to the Client. (b) The licence granted under clause (a) includes the right to sublicense.

5.4. No use of Holocron Cyber’s marks

The Client must not, and must ensure that its officers, employees, agents, and subcontractors do not, use the trademarks or logos of Holocron Cyber except with the prior consent of Holocron Cyber and as expressly provided in these terms.

6. Confidential Information and privacy

6.1. Obligations of confidence

Each party agrees to keep confidential, and not to use or disclose, other than as permitted by these terms, any Confidential Information of the other party provided to or obtained by that party before or after entry into these terms.

6.2. Exclusions The obligations of confidence in clause 6.1 do not apply to Confidential Information:

(a) that is required to be disclosed by applicable law, or under compulsion of law by a court or Government Agency or by the rules of any relevant stock exchange or regulator, as long as the disclosing party:

(i) discloses the minimum amount of Confidential Information required to satisfy the law or rules; and

(ii) before disclosing any information, gives a reasonable amount of notice to the other party and takes all reasonable steps (whether required by the other party or not) to maintain such Confidential Information in confidence.

(b) that is in the public domain otherwise than as a result of a breach of these terms or other obligation of confidence; or

(c) that is already known by, or rightfully received, or independently developed, by the recipient of that Confidential Information free of any obligation of confidence.

6.3. Restriction on disclosure

(a) Each party may use and disclose Confidential Information of the other party only:

(i) with the prior written consent of the other party; or

(ii) to that party’s directors, agents, professional advisors, employees, contractors, and permitted sub-contractors solely for the exercise of rights or the performance of obligations under these terms. (b) If either party discloses Confidential Information under clause (a), that party must ensure that such information is kept confidential by the person to whom it is disclosed and is only used for the purposes of performing the Services under these terms.

6.4. Injunctive relief

Each party acknowledges that:

(a) the other party may suffer financial and other loss and damage if any unauthorised act occurs in relation to Confidential Information of the other party, and those monetary damages would be an insufficient remedy; and

(b) in addition to any other remedy available at law or in equity, the other party is entitled to injunctive relief to prevent a breach of, and to compel specific performance of clause 6.

6.5. Privacy

The Client must:

(a) comply with all Privacy Laws in relation to Personal Information as if it were an entity regulated under those Privacy Laws; and

(b) assist the Holocron Cyber to comply with that party’s obligations under any Privacy Law as they relate to Personal Information.

7. Limitation of liability

7.1. Limitation (a) Subject to clauses 7.2 and 7.4, any liability of Holocron Cyber for any loss or damage, however caused (including by the negligence of Holocron Cyber), suffered by the Client in connection with the Services and these terms is limited to $100. (b) The limitation set out in clause 7.1 is an aggregate limit for all claims, whenever made. (c) Subject to clause 7.4, any claim by the Client against Holocron Cyber for loss or damage however caused (including by the negligence of Holocron Cyber), suffered by the Client in connection with the Services and these terms must be made within 12 months of the Client becoming entitled to make the claim and any claim not made within that period is absolutely barred.

7.2. Consequential Loss (a) Subject to clause 7.4, Holocron Cyber is not liable for any Consequential Loss however caused (including by the negligence of Holocron Cyber), suffered or incurred by the Client in connection with the Services and these terms. (b) Consequential Loss in clause 7.2 means any one or more of the following:

(i) consequential loss.

(ii) indirect loss.

(iii) loss of revenues.

(iv) loss of reputation.

(v) loss of profits.

(vi) loss of actual or anticipated savings.

(vii) lost opportunities, including opportunities to enter into arrangements with third parties.

(viii) loss or damage in connection with claims against the Client by third parties; and

(ix) loss or corruption of data.

7.3. Seriousness or nature For clarity, and without limiting clauses 7.1 and 7.2, the parties agree that clauses 7.1 and 7.2 are to apply in connection with a breach of these terms, anticipated breach of these terms and other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct.

7.4. Australian consumer law

If the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by Holocron Cyber in connection with these terms, and Holocron Cyber’s liability for failing to comply with that guarantee cannot be excluded but may be limited, clauses 7.1, 7.2 and 8.1 do not apply to that liability and instead Holocron Cyber’s liability for such failure is limited to (at the election of Holocron Cyber), in the case of a supply of goods, Holocron Cyber replacing the goods or supplying equivalent goods or repairing the goods, or in the case of a supply of services, Holocron Cyber supplying the services again or paying the cost of having the services supplied again.

8. Indemnity

8.1. Indemnity

The Client is liable for, and indemnifies Holocron Cyber from and against, all loss or damage (including legal costs) incurred or suffered by Holocron Cyber however caused in connection with: (a) any act by Holocron Cyber of the nature described in clause 2.3.

(b) any breach of these terms by the Client.

(c) any breach of a warranty given by the Client under clause 2.

(d) any unlawful or negligent act or omission of the Client, its officers, employees, or agents.

(e) any alleged or actual infringement of a third party’s Intellectual Property Rights or other right in connection with the Client Material or the Services.

8.2. Continuing obligation

Each indemnity contained in these terms is a continuing obligation notwithstanding:

(a) any settlement of account; or

(b) the occurrence of any other thing,

and it is not necessary for Holocron Cyber to incur expense or make payment before enforcing or making a claim under an indemnity.

9. Dispute resolution

9.1. Dispute Clause 9 applies to any dispute which arises between the Client and Holocron Cyber in connection with these terms.

9.2. Dispute Notice

(a) If either the Client or Holocron Cyber considers that a Dispute has arisen, it may issue a notice to the other party, setting out reasonable particulars of the matters in dispute. (b) Subject to clause 9.5, the Client and Holocron Cyber must not commence or maintain any action or proceeding in any court, tribunal or otherwise regarding a Dispute without first giving a Dispute Notice and complying with clause 9.

9.3. First Level Discussions

The Client and Holocron Cyber must promptly hold discussions between representatives of each party after the issue of a Dispute Notice to attempt to resolve the Dispute.

9.4. Second Level Discussions

(a) If the Dispute has not been resolved within five Business Days after commencement of First Level Discussions, the Client and Holocron Cyber must attempt to resolve the Dispute by holding discussions between a senior executive of the Client and a senior executive of Holocron Cyber.

(b) If the Dispute has not been resolved within ten Business Days after commencement of Second Level Discussions, either party may pursue its rights and remedies under these terms as it sees fit.

9.5. Court proceedings Notwithstanding anything in clause 9, a party may at any time commence court proceedings in relation to a dispute or claim arising in connection with these terms where that party seeks urgent interlocutory relief.

10. Force majeure

Neither party will be:

(a) in breach of these terms as a result of; or

(b) liable for,

any failure or delay in the performance of its obligations under these terms (except for an obligation to pay money) to the extent that such failure or delay is wholly or partially caused directly or indirectly, by a Force Majeure Event.

11. Notice

11.1. Method of giving notice

A notice, consent or communication under these terms is only effective if it is:

(a) in writing in English, signed by or on behalf of the person giving it.

(b) addressed to the person to whom it is to be given.

(c) given as follows:

(i) delivered by hand to that person’s address; or

(ii) sent to that person’s address by prepaid mail or by prepaid airmail if the address is overseas.

11.2. When is notice given? A notice, consent or communication given under clause 11.1 is given and received on the corresponding day set out in the table below. The time expressed in the table is the local time in the place of receipt.

If a notice is It is given and received on

Delivered by

hand (a) that day, if delivered by 5.00pm on a Business Day; or (b) the next Business Day, in any other case.

Sent by post (a) 3 Business days after posting, if sent within Australia: or (b) seven Business Days after posting, if sent to or from a place outside Australia.

11.3. Address for notices

(a) The Client’s address is that notified to Holocron Cyber by the Client.

(b) Holocron Cyber’s address is 18, Brandl Street, Eight Mile Plains, Qld, 4113.

12. GST

12.1. GST exclusive Except under clause (b), the consideration for a Supply made under or in connection with these terms does not include GST.

12.2. Taxable Supply

If a Supply made under or in connection with these terms is a Taxable Supply, then at or before the time any part of the consideration for the Supply is payable:

(a) the Recipient must pay the GST Act Supplier an amount equal to the total GST for the Supply, in addition to and in the same manner as the consideration otherwise payable under these terms for that Supply; and

(b) the GST Act Supplier must give the Recipient a Tax Invoice for the Supply.

12.3. Later GST change For clarity, the GST payable under clause 12.2 is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the Supply for which the GST Act Supplier is liable, however caused.

12.4. Reimbursement or indemnity

If either party has the right under these terms to be reimbursed or indemnified by another party for a cost incurred in connection with these terms, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any).

12.5. Warranty that Tax Invoice is issued regarding a Taxable Supply

Where a Tax Invoice is given by the GST Act Supplier, the GST Act Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office.

12.6. Progressive or Periodic Supplies

Where a Supply made under or in connection with these terms is a Progressive or Periodic Supply, clause 12.2 applies to each component of the Progressive or Periodic Supply as if it were a separate Supply.

13. General

13.1. Rights cumulative

Unless expressly stated otherwise in these terms, the rights and remedies under any indemnity or otherwise provided under these terms are cumulative and not exclusive of any rights or remedies provided by law or any other right or remedy.

13.2. Time of the essence

Time is not of the essence in the performance of obligations under these terms except in relation to performance of payment obligations.

13.3. Amendments

These terms may only be amended by written agreement between all parties.

13.4. Discretion

Where Holocron Cyber may exercise any right or discretion or make any decision under these terms, Holocron Cyber may do so in its absolute discretion, conditionally or unconditionally, and without being required to give reasons or act reasonably. Clause 13.4 applies unless these terms expressly requires otherwise.

13.5. Costs

(a) Each party must bear its own costs in relation to the preparation, negotiation, signing and performance of these terms.

(b) The Client must pay all stamp duty (including penalties and interest) assessed or payable in connection with these terms. (c) Subject to clause (b), the Client must pay all taxes, duties, government charges and other taxes of a similar nature (including fines, penalties, and interest) imposed or levied in Australia or overseas in connection with the performance of these terms.

13.6. Non-solicitation

During the Term and for a period of 12 months after the Term, the Client must not:

(a) entice away or attempt to entice away any:

(i) senior employee.

(ii) another employee; or

(iii) contractor,

of Holocron Cyber; or

(b) engage or employ any person for a period of six months after the person ceases to be engaged or employed:

(i) in a senior capacity; or

(ii) otherwise,

by Holocron Cyber, without the prior consent of Holocron Cyber.

13.7. Assignment and novation

(a) The Client must not assign, in whole or in part, or novate the Client’s rights and obligations under these terms without the prior consent of Holocron Cyber.

(b) Holocron Cyber may assign its interest under these terms.

(c) If required by Holocron Cyber the Client must enter into a deed of novation with Holocron Cyber and a third party nominated by Holocron Cyber on terms specified by Holocron Cyber.

13.8. Counterparts

These terms need not be formally executed to become effective, but if they are, may be executed in any number of counterparts and all counterparts together make one instrument.

13.9. Entire agreement

(a) These terms supersede all previous agreements about their subject matter and embody the entire agreement between the parties.

(b) To the extent permitted by law, any statement, representation, or promise made in any negotiation or discussion is withdrawn and has no effect except to the extent expressly set out or incorporated by reference in these terms.

(c) Each party acknowledges and agrees that it does not rely on any prior conduct or representation by the other party in entering into these terms.

13.10. Further assurances

Each party must do all things reasonably necessary to give effect to these terms and the transactions contemplated by them.

13.11. Governing law and jurisdiction

(a) The laws of Queensland govern these terms.

(b) Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and courts competent to hear appeals from those courts.

13.12. Interest upon default

Without limiting any other remedies available to Holocron Cyber, if the Client fails to pay any amount payable under these terms, the Client must pay Interest on that amount.

13.13. Joint and several liability

If a party consists of more than one person, or a term is used to refer to more than one party:

(a) an obligation of those persons is joint and several; and

(b) a right of those persons is held by each of them severally.

13.14. No waiver

(a) The failure of a party at any time to require full or partial performance of any provision of these terms does not affect in any way the right of that party to require that performance subsequently.

(b) A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power, or remedy.

(c) A right under these terms may only be waived in writing signed by the party granting the waiver and is effective only to the extent specifically set out in the waiver.

13.15. Relationship between parties

Unless expressly stated otherwise, these terms do not create a relationship of employment, trust, agency, or partnership between the parties.

13.16. Severability

If any provision is or becomes illegal, unenforceable, or invalid in any jurisdiction, it is to be treated as being severed from these terms in the relevant jurisdiction, but the rest of these terms will not be affected.

13.17. Subcontracting

(a) Holocron Cyber may subcontract the performance of all or any part of its obligations under these terms.

(b) The Client must not subcontract the performance of all or any part of its obligations under these terms without the prior consent of Holocron Cyber.

13.18. Compliance with laws

The Client must comply with all applicable Laws including regulations, mandatory industry codes and applicable Australian Standards.

14. Definitions and interpretation

14.1. Definitions

In these terms:

Term Definition

Holocron

Cyber Material means any material provided by or to which access is given by Holocron Cyber to the Client for the purposes of these terms including documents, software, object code, source code, configurations, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, schedules, and data stored by any means.

Australian

Standards means the standards published by Standards Australia Limited from time to time.

Business Day means a day that is not a Saturday, Sunday, or public holiday in Queensland.

Confidential

Information of a party means the terms and existence of these terms and any information: (a) relating to the business and affairs of that party. (b) relating to the clients, clients, employees, sub-contractors, or other persons doing business with that party. (c) which is by its nature confidential. (d) which is designated as confidential by that party; or (e) which the other party knows or ought to know, is confidential,

Term Definition and includes all trade secrets, knowhow, financial information, and other commercially valuable information of that party, and in the case of Holocron Cyber, includes the Holocron Cyber material.

Consequential

Loss has the meaning given in clause (b).

Corporations

Act means Corporations Act 2001 (Cth).

Client Material means any material provided by or to which access is given by the Client to Holocron Cyber for the purposes of these terms including documents, software, object code, source code, configurations, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, schedules, and data stored by any means.

Client

Responsibilities means the Client responsibilities specified by Holocron Cyber.

Dispute means a dispute referred to in clause 9.1.

Dispute Notice means a notice referred to in clause (a).

Fees mean the fees agreed for the Services.

First Level

Discussions means discussions referred to in clause 9.3.

Force Majeure

Event means any occurrence or omission outside a party’s control and: (a) a physical natural disaster including fire, flood, lightning, or earthquake. (b) war or other state of armed hostilities (whether war is declared or not), insurrection, riot, civil commotion, act of public enemies, national emergency (whether in fact or in law), or declaration of martial law. (c) epidemic or quarantine restriction. (d) ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel. (e) failure of a third-party service provider. (f) confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint, or damage to property by or under the order of any Government Agency. (g) law taking effect after the date of these terms; and (h) strike, lock-out, stoppage, labour dispute, or shortage including industrial disputes that are specific to a party or the party’s subcontractors.

Government

Agency means: (a) a government or government department or other body. (b) a governmental, semi-governmental, or judicial person; or (c) a person (whether autonomous or not) who is charged with the administration of a law.

GST has the meaning given to that term in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Act

Supplier means the entity making the Supply.

Input Tax

Credit has the meaning given to that term in the GST Act.

Insolvency

Event means any of the following events: (a) a controller (as defined in the Corporations Act) is appointed to the party, or over any of the property of the party. (b) the party becomes bankrupt. (c) a controlling trustee is appointed to the party, or over any of the property of the party. (d) the party or the party’s property becomes subject to a personal insolvency arrangement under part X Bankruptcy Act or a debt agreement under part IX Bankruptcy Act. (e) the party is unable to pay its debts when they become due and payable. (f) the party ceases to carry on business; or (g) any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition. Any event that takes place as part of a solvent reconstruction, amalgamation, merger, or consolidation, on terms approved in writing by the other party beforehand and in compliance with those terms is excluded from this definition.

Intellectual

Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark,

Term Definition registered or unregistered design, registered or unregistered plant breeder’s right, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.

Interest means interest on any payment owing under these terms calculated: (a) at the rate which is 2% in excess of the published Australia and New Zealand Banking Group Limited variable interest rate for personal loans or, if lower, the maximum rate permitted by applicable law; and (b) daily from the date on which such payment was due to the date on which the payment is made (both inclusive) including the relevant Interest.

Joint Venture

Operator has the meaning given to that term in the GST Act.

Laws means any law, including any common law, equity, statute, regulation, proclamation, ordinance, by-law, mandatory code of conduct, writ, judgment, and any award or other industrial instrument.

¯Personal

Information has the meaning given to that term in the Privacy Act 1988 (Cth.)

Privacy Laws means the Privacy Act 1988 (Cth.), the Spam Act 2003 (Cth.), any registered APP Code that binds a party, and any other Laws, industry codes and policies relating to the handling of Personal Information.

Progressive or

Periodic Supply means a Taxable Supply that satisfies the requirements of section 156-5 GST Act.

Recipient has the meaning given to that term in the GST Act.

Related Body

Corporate has the meaning given to that term by section 9 Corporations Act.

Representative

Member has the meaning given to that term in the GST Act.

Second Level

Discussions means discussions referred to in clause (a).

Services means the services that Holocron Cyber agrees to provide to the Client.

Site means the site agreed to by Holocron Cyber.

Supply has the meaning given to that term in the GST Act.

Taxable Supply has the meaning given to that term in the GST Act.

Tax Invoice has the meaning given to that term in the GST Act.

Term means the term contemplated by clause 4.1.

14.2. Interpretation

In these terms:

(a) a singular word includes the plural and vice versa.

(b) a word which suggests one gender includes the other gender.

(c) a reference to a clause, schedule, annexure, or party is a reference to a clause of, and a schedule, annexure, or party to, these terms and references to these terms include any schedules or annexures.

(d) a reference to a party to these terms or any other document or agreement includes the party’s successors, permitted substitutes, and permitted assigns.

if a word or phrase is defined, its other grammatical forms have a corresponding meaning.