Standard Terms
Date Updated: 22 November 2024
1. Contract
1.1 These Terms are between Real-Time VA Pty Ltd (ACN 674 324 728) ("RTVA", "We", "Us", or "Our") and you.
1.2 By accepting RTVA’s Services Summary, you accept these Terms and a contract is formed between you and RTVA on the terms and conditions of these Terms.
1.3 If you entered into an earlier agreement with RTVA for virtual assistant services (Previous Agreement), your acceptance of a new Services Summary will:
(a) terminate the Previous Agreement effective immediately upon acceptance of the new Services Summary; and
(b) create a new contract between you and RTVA in accordance with these Terms as current at that time and the new Services Summary.
2. Term
2.1 This Agreement:
(a) will commence on the date that you sign (including electronically) and accept the Services Summary; and
(b) will continue until:
(i) RTVA or you provide written notice to the other that it wishes to end the Agreement, in which case this Agreement will terminate twenty (20) Business Days’ days after the date the written notice is received by the other party; or
(ii) this Agreement is terminated otherwise in accordance with these Terms, including in clauses 1.3(a), 9.3, 16.5, and clause 20.
3. Provision of Services
3.1 RTVA will provide the Services on the terms set out in the Services Summary.
3.2 RTVA will exercise its independent discretion and utilise its creative skills and experience as RTVA considers the most appropriate, in order to provide the Services.
3.3 RTVA will use all reasonable endeavours to complete the Services in accordance with any required timelines. Any such timetable is, however, an anticipated timeframe only.
4. Exclusions
4.1 The Services to be provided by RTVA under the Agreement do not include the Excluded Services. (if any).
4.2 If you request in writing, RTVA may provide other services in addition to the Services. If RTVA agrees to provide the other services, RTVA is entitled to make an additional charge for providing such additional services. RTVA will advise you of the additional charge prior to providing the additional services.
5. Packages
5.1 If you purchase a Package, this clause 5 applies.
5.2 Your Package contains the maximum number of hours of Services that RTVA will provide to you each month (Package Hours). Where you have exhausted the allocated Package Hours, RTVA will charge you our Casual Rate on an hourly basis for any additional hours, which will be included in the next Invoice.
5.3 RTVA requires twenty (20) Business Days’ notice if you wish to change your current Package to another Package. For the avoidance of doubt, this Agreement will continue to apply if you change your Package to another Package.
6. After-hours and urgent Services
6.1 The Services will be provided during Business Hours. If you require any tasks to be completed outside of Business Hours, you acknowledge, understand and agree that RTVA are entitled to charge you at the Casual Rate on an hourly basis.
6.2 You acknowledge, understand and agree that RTVA are entitled to charge you at the Casual Rate on an hourly basis for any Services that you require to be performed urgently within 24 hours.
7. Calls
7.1 RTVA may provide videoconferencing calls (Calls). If you:
(a) cancel the Call within 30 minutes of the scheduled time for the call; or
(b) fail to attend the Call,
we will charge you the amount equivalent to a thirty (30) minute Call following the Casual Rate, or if you are on a Package we will deduct 30 minutes from the Package Hours for that month.
7.2 If you are late to a Call without providing prior notice to RTVA before the agreed scheduled start time, RTVA will commence charging for the Call from the agreed scheduled start time.
8. Fees
8.1 Where RTVA require prepayment of an Invoice, you must pay the Invoice before RTVA will commence the Services.
8.2 RTVA will issue Invoices for payment in accordance with the Payment Terms set out in the Services Summary.
8.3 You must pay to RTVA, without set-off under any circumstances, the following:
(a) the Fees for the Services;
(b) any charges RTVA make for other services (including for Calls or services charged at RTVA’s Casual Rate);
(c) any merchant fees or surcharges on credit card, currency conversions or EFTs; and
(d) any other amounts owing to RTVA in accordance with this Agreement.
8.4 Time is of the essence for payment of RTVA’s Invoices.
8.5 The parties agree that RTVA is under no obligation to:
(a) commence the Services; or
(b) recommence or continue providing the Services, until you have paid the Invoice relating to the Services that are payable at that time.
8.6 All Fees payable by you are exclusive of all taxes (including GST), duties, levies and charges, whether governmental or otherwise, payable in respect of all or any part of the Services or this Agreement. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you under this Agreement (other than taxes imposed on RTVA’s income), including any new taxes, duties or charges imposed subsequent to this Agreement.
8.7 If you reasonably dispute the whole or any portion of the amount claimed in an Invoice, you must:
(a) pay any non-disputed amounts;
(b) notify RTVA in writing of the reasons for the dispute; and
(c) if the disputed amounts are subsequently found to be correct, you must promptly pay the amount payable with interest on that amount in accordance with clause 8.8(a).
8.8 If you do not make a payment by the date required, RTVA may:
(a) charge interest on the outstanding amount at the rate of 2% per year above the base lending rate of Westpac Bank, accruing daily;
(b) pause or suspend the Services, change passwords, hold up publication, retain Materials or remove published web pages and Materials, or any other reasonable actions. To the fullest extent permitted by law, you agree that RTVA are not liable for any loss or damage you suffer because RTVA have exercised our rights under this clause 8.8(b);
(c) refer the debt to a debt collection agency; and
(d) you must indemnify us from and against all costs and disbursements incurred by us in pursuing the debt, including legal costs and any debt collection agency costs.
8.9 If applicable, RTVA may require you to:
(a) provide your credit card details or make payment through electronic transfer upon the receipt of our Invoice; or
(b) provide or authorise RTVA to set up a direct debit system linked to your nominated bank account, so that RTVA can process the payment of the relevant Fees automatically, when it becomes payable.
9. Increase in Fees
9.1 To the fullest extent permitted by law, RTVA may provide you with no less than twenty (20) Business Days’ notice of its intention to increase the Fees payable (including the Casual Rate).
9.2 Unless you provide us with written notice that you do not accept the increase in Fees before the conclusion of the notice period in clause 9.1, the Fees (including the Casual Rate) will be increased:
(a) upon the conclusion of the notice period in clause 9.1; or
(b) upon your acceptance of the increased fees,
whichever is earlier.
9.3 If you do not accept the proposed increase in the Fees
(a) you may terminate this Agreement and RTVA will cease providing the Services; or otherwise RTVA may elect to continue to provide the Services in accordance with the original Fees; or
(b) terminate this Agreement and cease providing the Services.
10. Expenses
10.1 You agree to reimburse RTVA for any expenses incurred when providing the Services. RTVA will not incur any expenses without your prior consent.
11. Your Obligations
11.1 You must:
(a) comply with all laws and guidelines concerning your use of the Services;
(b) promptly comply with RTVA’s reasonable directions in relation to the provision of the Services;
(c) ensure that all information or decisions RTVA may reasonably require is provided on a timely basis and is accurate and complete. If you subsequently learn that the information you have provided RTVA is inaccurate, incomplete or otherwise cannot be relied upon by RTVA, you must notify RTVA immediately;
(d) secure your account and passwords;
(e) not use the Services in relation to crimes such as theft and fraud or in breach of laws or in any manner that is illegal, discriminatory, abusive or obscene;
(f) not resell or resupply the Services, unless RTVA agree otherwise in writing; and
(g) not allow the unauthorised use or modification of or tampering with the Services by third parties.
12. Your Material
12.1 You must provide all required material to be incorporated into the Services, including the following:
(a) all data or information to be incorporated into the Services;
(b) all content required for the Services (except such content RTVA is not responsible for);
(c) provide all logos, designs, graphics and related materials;
(d) any other information, ideas or suggestions which are to be expressly considered by RTVA in providing the Services; and
(e) accurate and secure passwords for access to all necessary accounts required to provide the Services,
(Your Material).
12.2 All Your Material remains your property and you are responsible for any claim alleging infringement of Intellectual Property Rights in relation to RTVA’s use of Your Material.
12.3 You grant RTVA a non-exclusive, royalty-free, worldwide licence to reproduce, distribute and otherwise use Your Material as necessary for RTVA to perform the Services.
12.4 If any person makes any claim alleging that Your Material or any use of it by RTVA infringes any Intellectual Property Rights or any other right of any person, you must indemnify RTVA and hold RTVA harmless from any such claim and from and against any loss (including reasonable legal fees) arising in connection with the claim.
12.5 You warrant that you have obtained the necessary consents, approvals, and authorisations in order to permit RTVA to access Your Material in accordance with any applicable privacy and data protection laws.
12.6 You are responsible for ensuring that all data that is either provided by you or used in the Services is correct and error-free and agree that RTVA will not be responsible for any incorrect data.
12.7 You agree that you must indemnify and hold RTVA harmless on demand against any judgment, loss, damage, cost, and expense which is incurred by RTVA directly or indirectly in connection with or arising out of your breach or failure to observe this clause 12.
12.8 RTVA agrees that it will use Your Material:
(a) solely in accordance with this Agreement;
(b) not use Your Material for any purpose that is unlawful or prohibited by any applicable law and legislation; and
(c) ensure at all times that Your Material in its custody is reasonably protected at all times from unauthorised access or use by a third party or misuse, damage or destruction by any person.
13. Non-Exclusive
13.1 You acknowledge and agree that the provision of the Services by RTVA is non-exclusive, and that RTVA may provide the same or similar services to other clients, including clients who provide the same or similar business to you or are in competition with your business.
14. Intellectual Property
14.1 The parties acknowledge that existing and future Intellectual Property Rights in the Services including the Materials provided under this Agreement, other than Your Material, will vest in RTVA.
14.2 Upon receipt of full payment of the Fees and any other costs or amounts owing in accordance with this Agreement, RTVA grants to you a non-exclusive licence to use the Material:
(a) in the form provided by RTVA; and
(b) only for the purpose you have stated to RTVA prior to RTVA providing the particular Material.
14.3 You grant RTVA the right to reference your company and the Services as a client of RTVA and permit the display of Materials in RTVA’s portfolio, on RTVA’s website and as demonstrations and examples of RTVA’s work.
15. Confidentiality
15.1 The parties are prohibited from using or disclosing the other party’s Confidential Information, except where required in the ordinary course of providing the Services or with the prior written approval of the other party.
15.2 A party is not in breach of clause 15.1 in circumstances where disclosure is made to its related companies, solicitors, auditors, insurers, or accountants or where disclosure is required by law.
15.3 Each party must take all reasonable steps to ensure that its employees and agents, and any subcontractors engaged for the purposes of this Agreement, do not make public or disclose the other party's Confidential Information.
16. Fair Play Policy
16.1 If the Invoice, Services Summary or an applicable Package outlines that RTVA will provide you with an unlimited number of hours in respect of the Services, such unlimited hours are subject to this clause 16 (the Fair Play Policy).
16.2 The Fair Play Policy aims to ensure that RTVA is able to provide quality service to all RTVA’s clients in an effective and timely manner.
16.3 RTVA may, from time to time, reasonably identify you to be making excess, unfair or unreasonable usage of the Services, including in relation to the hours of work (for example, unreasonable requests for work outside of Business Hours or Business Days).
16.4 Upon determining that, in RTVA’s reasonable opinion you are making excess, unfair and unreasonable usage of the Services, RTVA will notify you of RTVA’s determination in writing or by email.
16.5 Subject to clause 16.6, in the event that RTVA makes such a determination and notification, either party may terminate this Agreement by giving five (5) Business Days’ notice in writing to the other party.
16.6 Termination of this Agreement pursuant to clause 16.5 becomes effective upon service of such notice and payment of all outstanding Invoices and any other amounts payable for any work performed that has yet to be invoiced.
16.7 In the event that neither party elects to terminate this Agreement pursuant to clause 16.5, RTVA reserves the right to do the following (upon giving five (5) Business Days’ notice) in writing to you:
(a) suspend the provision of the Services for such period of time that RTVA thinks fit according to the circumstances; and/or
(b) charge you a reasonable amount at RTVA’s Casual Rate, on the basis you have exceeded the fair and reasonable usage of the Services in breach of this Fair Play Policy.
17. General exclusion and operation of laws
17.1 You acknowledge that the Services are provided on an “as is” and “available” basis. To the fullest extent permitted by law, RTVA makes no representations and disclaims all implied or express warranties relating to all or part of the Services provided or to be provided.
17.2 Under applicable law (including, without limitation the Australian Consumer Law), certain statutory implied guarantees and warranties may be implied into this Agreement (Non-Excluded Guarantees).
17.3 RTVA acknowledges that nothing in this Agreement purports to modify or exclude the Non-Excluded Guarantees. Nothing in this Agreement excludes, restricts or modifies any condition, warranty, right or liability implied in this Agreement or protected by law to the extent that such exclusion, restriction or modification would render this Agreement or any provision of this Agreement void, illegal or unenforceable. Subject to that, any condition, warranty, right or liability which would otherwise be implied in this Agreement or protected by law is excluded.
18. Australian Consumer Law
18.1 If the Australian Consumer Law applies, RTVA’s liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by sections 51 to 53 of the Australian Consumer Law) is limited:
(a) in the case of goods provided to any one of the following as determined by RTVA:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or and
(iv) the payment of the cost of having the goods repaired;
(b) in the case of services provided to any one of the following as determined by RTVA:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
18.2 If the consumer guarantees under the Australian Consumer Law apply to the provision of any goods or services by RTVA to you, then RTVA provides the following notice to the extent required by the Australian Consumer Law:
Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
• to cancel your service contract with us; and
• to a refund for the unused portion, or to compensation for its reduced value.
You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
19. Liability and Indemnity
19.1 Except in relation to liability for personal injury (including sickness and death), RTVA has no liability to you for any loss or damage (including consequential loss or damage) which may be suffered or incurred, or which may arise directly or indirectly in respect of Services supplied pursuant to this Agreement, except to the extent that such liability is a direct result of any wilful, unlawful or negligent act or omission by RTVA.
19.2 You must at all times indemnify RTVA and hold harmless RTVA and its officers, employees, and agents (those indemnified) from and against any loss, liability, injury, damage, action, claim, legal costs or other expense or reasonably incurred or suffered by any of those indemnified which arose from:
(a) your breach of your obligations under this Agreement;
(b) any violation by you of any third-party rights including for data privacy breach or intellectual property infringement; or
(c) any wilful, unlawful or negligent act or omission by you.
19.3 Each party must use reasonable endeavours to mitigate its losses under this Agreement, including any losses under any indemnities set out in this Agreement.
19.4 Except for Non-Excluded Guarantees (if applicable), to the fullest extent permitted by law, the parties agree that the liability of RTVA for damages in respect of any act or omission by RTVA in connection with its obligations under this Agreement will not exceed the amount of the Fees payable.
20. Termination
20.1 You or RTVA may terminate this Agreement at any time, by giving twenty (20) Business Days’ notice in accordance with clause 2.1(b)(i). You:
(a) remain liable for any Services provided for which payment has not been made; and
(b) agree that RTVA retains any Fees paid to date.
20.2 RTVA may terminate this Agreement immediately by notice in writing if:
(a) you fail to pay any Fees by the due date and such failure continues after ten (10) Business Days’ notice from us requesting payment;
(b) you breach any term of this Agreement, and such breach is not remedied within ten (10) Business Days of RTVA providing you notice of the breach;
(c) you become, threaten, or resolve to become or in jeopardy of becoming subject to insolvency administration;
(d) you are a partnership, the partnership dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;
(e) you are a natural person, die; or
(f) you cease or threaten to cease conducting your business in the normal manner.
20.3 If notice is given to you pursuant to clause 20.2, RTVA may at its sole discretion and in addition to terminating this Agreement:
(a) retain any moneys paid;
(b) charge a reasonable sum for work performed and which no sum has been previously charged;
(c) be regarded as discharged from any further obligations under this Agreement; and
(d) pursue any additional or alternative remedies provided by law.
21. Disputes
21.1 Any dispute arising out of or in connection with this Agreement will follow the following procedure:
(a) the parties must meet in good faith to attempt to resolve the dispute;
(b) should the parties fail to resolve the dispute within 28 days, either party may submit the dispute to mediation in accordance with, and subject to, the Institute of Arbitrators & Mediators Australia ‘Mediation and Conciliation Rules’, irrespective of where you are located. The legal forum for the dispute is deemed to be the state of Queensland, Australia; and
(c) if the dispute is not settled within 30 days of the submission to mediation (unless such period is extended by agreement of the parties), either party may proceed to litigate the matter in a Court of competent jurisdiction within Queensland, Australia, irrespective of where you and your business are located.
21.2 Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement unless the dispute reasonably renders each party’s performance of their obligations impossible.
22. Non-Solicitation
22.1 To the fullest extent permitted by law, during the term of this Agreement and for the Restraint Period after this Agreement ends, each party agrees not to knowingly:
(a) solicit for employment; or
(b) independently contract the services of,
any partner, employee, or sub-contractor of the other party that was involved in the provision of the Services under this Agreement.
22.2 This clause does not apply to a general employment vacancy advertisement issued by a party.
22.3 For the purposes of this clause 22, Restraint Period means:
(a) 18 months; or if this is not enforceable
(b) 12 months; or if that is not enforceable
(c) 6 months; or if that is not enforceable
(d) 3 months.
22.4 Each party acknowledges that:
(a) the restraint in clause 22.1 constitutes several separate covenants and restraints combined with each Restraint Period severally;
(b) each of those separate covenants and restraints is a fair and reasonable restraint of trade that goes no further than is reasonably necessary to protect the party’s goodwill and business; and
(c) any breach by a party of any of those separate covenants and restraints would be unfair and calculated to damage the other party’s goodwill and business and would lead to substantial loss to the other party.
22.5 Each party agrees that the covenant and restraint under clause 22.1 operate to the maximum extent. If any of those separate covenants and restraints would, in the absence of this clause 22.5, be void as unreasonable for the protection of the interests of the other party, but would not be so void if any part of the wording in this clause 22 was deleted or amended, the separate covenants and restraints will apply with the minimum modifications necessary to make them effective.
22.6 Each party agrees to indemnify the other party against all loss and expenses which the other party may incur as a result of any breach of this clause 22.
22.7 Each party acknowledges that damages alone may be an inadequate remedy for a breach of this clause 22 and that the other party may obtain injunctive relief, specific performance or any other appropriate equitable relief for any breach of this clause 22.
23. Order of Precedence
23.1 In the event of any inconsistency between the documents comprising this Agreement, the following order of precedence applies to the extent of the inconsistency:
(a) the Special Conditions;
(b) the Services Summary; and
(c) these Terms.
24. Changes to these Terms
24.1 RTVA may from time to time update, change, or amend these Terms, however, RTVA will not make a change or amend these Terms that will require you to pay any additional Fees, or deprive you of a substantial or material benefit of the Services or these Terms.
24.2 RTVA will notify you of any change to these Terms by email sent to your nominated contact, and the updated terms will be located at https://www.realtimeva.com.au/terms-conditions. The change or amendment to the Terms will take effect twenty (20) Business Days after the date the email is sent to You or at such later time as specified by RTVA.
25. General Clauses
25.1 You must not assign, transfer, sub-contract or otherwise deal in any way with any of your rights or obligations under this Agreement without the prior written consent of RTVA.
25.2 RTVA may assign, transfer, sub-contract or otherwise deal in any way with any of its rights or obligations under this Agreement without your prior written consent. You agree to any such assignment, transfer or subcontract.
25.3 RTVA is entitled to appoint sub-contractors to perform Services under this Agreement without notice to you.
25.4 The parties may execute this document through electronic or digital means, provided the electronic signature complies with the requirements of the Electronic Transactions Act 1999 (Cth) or any other legislation in any other jurisdiction. Such signature constitutes a duly authorised, irrevocable, actual, current delivery of this Agreement (or any amendment) with original ink signatures of each person and entity.
25.5 You warrant and agree that the person signing this Agreement has the authority to enter into and bind you to this Agreement.
25.6 No right under this Agreement is deemed to be waived except by notice in writing signed by each party.
25.7 RTVA is an independent contractor without authority to bind you by contract or otherwise and neither RTVA nor its personnel are your agents or employees. Nothing in this Agreement is intended to create a joint venture, partnership, or employment relationship.
25.8 If a party is prevented from performing an obligation under this Agreement (other than an obligation to make a payment due under this Agreement), by reason of an Event of Force Majeure, the obligation is suspended so long as the Event of Force Majeure continues.
25.9 If any part of this Agreement is held to be invalid, illegal or unenforceable in any respect, under any applicable law, the remaining parts of this Agreement will remain in full force and effect.
25.10 The covenants, conditions and provisions of this Agreement which are capable of having effect after the expiration of the Agreement will remain in full force and effect following the expiration of the Agreement.
25.11 The covenants, conditions and provisions of this Agreement which are capable of having effect after the expiration of this Agreement will remain in full force and effect following the expiration of this Agreement.
25.12 Any notice or other communication required to be given under this Agreement will be effective if delivered by email as specified in the Services Summary.
25.13 This Agreement may be executed in counterparts, each of which will be deemed to be an original and taken together constitute one and the same Agreement. This Agreement has no force and effect until the counterparts are exchanged.
25.14 This Agreement will be governed by and construed according to the laws of Queensland, Australia.
26. Definitions and Interpretation
26.1 In this Agreement:
(a) Agreement means the agreement between you and RTVA, comprised of these Terms and the Services Summary signed and accepted by you;
(b) Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
(c) Business Day means a day (other than a Saturday, Sunday, or public holiday) when banks in Brisbane, Queensland are open for business;
(d) Business Hours means between 8.30 am to 4 pm Queensland time on a Business Day;
(e) Casual Rate means the hourly rate listed in the Services Summary;
(f) Commencement Date means the date that RTVA will commence providing the Services, as outlined in the Services Summary;
(g) Confidential Information means information of each party to this Agreement, in connection with the Services and provided on or after the Commencement Date, which is confidential in nature and relates to the subject matter of this Agreement and includes:
(i) confidential information relating to the parties;
(ii) information relating to the employees, contractors, personnel, policies, or business strategies of the parties; and
(iii) information relating to the terms of this Agreement;
(h) Services Summary means the Services Summary which RTVA have emailed to you, outlining the Services Summary of our engagement to provide you the Services;
(i) Event of Force Majeure means any event, circumstance or happening, or any series of events, circumstances, or happenings, which:
(i) either alone or in aggregate directly affects a party’s ability to perform this Agreement according to its terms; and
(ii) is beyond that party’s reasonable control (including without limitation to: war, riots, fire, flood, hurricane, typhoon, earthquake, lightning, other natural disaster, explosion, strikes or industrial action, lockouts, slowdowns, acts of state or governmental action, pandemic or epidemics, government restrictions),
but does not include impecuniosity of the parties, unless caused by such an event, circumstance or happening;
(j) Excluded Services means some of the services which will not be provided under this Agreement and as outlined in the Services Summary (if any);
(k) Fair Play Policy has the meaning provided for in clause 16.1;
(l) Fees means the fees paid or to be paid (as applicable) by you as outlined in the InvoiceServices Summary, and any other fees payable for the provision of the Services, including Services provided and charged at the Casual Rate;
(m) GST has the meaning provided in the A New Tax System (Goods And Services Tax) Act 1999 (Cth);
(n) Intellectual Property Rights includes copyright, trade mark, design, patent or any other material that attracts intellectual property rights that are provided and/or created in the supply of the Services by RTVA, or any other materials that attract intellectual property rights that are provided by you for the provision of Services to you by RTVA,
(o) Invoice means a tax invoice provided by RTVA to you;
(p) Materials means all material, works, items or information of whatever nature created, produced, developed or supplied by or on behalf of RTVA or under RTVA’s direction for the purposes of this Agreement, including any social media content, or any other materials that are provided by you for the provision of Services to you by RTVA.
(q) Package means our monthly subscription packages, as detailed on the RTVA website;
(r) RTVA, us, Us, our, Our, We or we means Real Time VA Pty Ltd (ACN 674 324 728);
(s) Schedules means the schedules attached at the end of this Agreement (if any);
(t) Services means the services to be provided to you (either standalone, ad hoc or via a Package) by RTVA as outlined in the Services Summary (which may be amended from time to time) or as otherwise agreed, but does not include the Excluded Services or any other services that are not expressly stated in this Agreement;
(u) Special Conditions means the any other applicable terms and conditions outlined in the Services Summary;
(v) Term or Standard Terms means these term and conditions which form a part of each Agreement;
(w) You, you, Your or your or Client means you as the client of RTVA and the recipient of the Services, as outlined in Services Summary and the Invoice.
26.2 In this Agreement, the following rules of interpretation apply unless the contrary intention appears:
(a) headings are for convenience only and do not affect the interpretation of this Agreement;
(b) terms that are not defined in clause 26.1 but are defined in another clause in these Terms, have the meaning provided in the other clause;
(c) the singular includes the plural and vice versa;
(d) words that are gender neutral or gender specific include each gender;
(e) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; and
(f) “includes” means without limitation.