1. In these terms and conditions:
“Associated Agreement” means:

any agreement or statement of work or statement of supply that is entered into between the parties which is made pursuant to these terms and conditions (for example by referencing that it is made under these Master Terms and Conditions) and may include by way of example only a ‘Managed Services Agreement’ or ‘Statement of Work - Managed Services’, and/or ‘Cloud Supply Agreement’ or ‘Statement of Supply - Cloud Supply’; and
any additional terms and conditions (including by way of example only the ‘Professional Services Terms and Conditions’) together with:

the relevant order, proposal, statement of work or other document that is accepted and agreed by the Customer in the manner required under those additional terms and conditions; or
a request by the Customer of a type which is anticipated and not out of scope in any way under those terms and conditions and which is accepted by the Supplier in the manner required under those additional terms and conditions (including a request that is not required to be in writing where applicable under those additional terms and conditions, such as a request that is a “Small Task” under the Professional Services Terms and Conditions), which are expressed as being subject to these Master Terms and Conditions;

any written proposal (in final form) for supply of Products, Services or Deliverables issued by the Supplier to the Customer (including a proposal in an email or in a quote) which is expressed as being subject to these Master Terms and Conditions and which is intended as a proposal for acceptance by the Customer if the Customer wishes to proceed, for which neither an agreement nor statement of work nor statement of supply under (a) of this definition or additional terms and conditions under (b) of this definition apply, that is accepted and agreed by the Customer in writing in the manner required by the Supplier and within the timing (if any) specified in the relevant proposal.

“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth);

“Confidential Information” means any information disclosed in confidence to one party by the other party including without limitation the Customer Data, whether of a business, financial, technical or non-technical nature or otherwise and whether existing in hard copy form, electronically or otherwise but does not include any information which is:

on receipt by the recipient party, in the public domain or which subsequently enters the public domain without any breach of the Contract;
on receipt by the recipient party, already known by that party (otherwise than as a result of disclosure by the other party);
at any time after the date of receipt by the recipient party, received in good faith by the recipient party from a third party;
required by law to be disclosed by the recipient party;

“Consequential Loss” means any loss which does not arise naturally or in the ordinary course of things from a breach and any of the following, however arising and in any case, even if the loss is reasonably contemplated by the parties at the commencement of the applicable Associated Agreement as a likely result of breach of that Associated Agreement:

incidental, special, remote or unforeseeable loss or damage;
loss of revenue, profit, income, opportunity, use, business, contract, goodwill, or anticipated savings, loss caused by business interruption, but excluding loss of any amounts that would, but for the act or omission of a party, have otherwise been payable under the applicable Associated Agreement;
costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or
loss or damage of the nature set out above in paragraphs (a) to (c) (inclusive) that is incurred or suffered by a third party;

“Contract” means these terms and conditions and the relevant Associated Agreement;

“Customer Data” means the Customer’s data including all text, sound, video or image files and the Customer’s software and includes Personal Information;

“Data Protection Laws” means the Privacy Act and includes all applicable laws relating to Personal Information (including data security, protection, privacy or the processing of Personal Information);

“Force Majeure Event” means any war, riot, third party strike, pandemic, civil emergency, natural disaster or other circumstance of a similar nature that is outside of the control of the affected party;

“GST” has the meaning given to that expression in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

“Intellectual Property” means copyright, patents, designs, trademarks, trade names, goodwill rights, trade secrets, confidential information and any other intellectual proprietary right or form of intellectual property;

“Personal Information” means information or an opinion about an identified individual, or an individual who is reasonably identifiable:

whether the information or opinion is true or not; and
whether the information or opinion is recorded in a material form or not,
and includes any other information that is ‘personal information’, ‘personal data’, or similar terms under applicable Data Protection Laws;

"PPSA" means the Personal Property Securities Act 2009 (Cth) and any statutory modification or re-enactment of that Act for the time being in force;

“Privacy Act” means the Privacy Act 1988 (Cth);

“Products, Deliverables and Services” means the products (including Tangible Products), deliverables and/or services provided under an Associated Agreement, as described in the relevant Associated Agreement;

"Tangible Products" has the meaning given to the term under clause 8.1;

“Working Day” means a day other than a Saturday, Sunday or public holiday in New South Wales, Australia

2. Interpretation

2. Interpretation conditions, reference to the plural includes reference to the singular, and vice versa.
Headings inserted in these terms and conditions are for convenience of reference only and do not affect the interpretation of these terms and conditions.
Reference to any legislation includes any statutory modification or re-enactment of that Act for the time being in force.

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