STANDARD TRADING TERMS APPLICABLE TO ALL USERS:
1.1 ‘Seller’ shall mean CONSTRUCTED AUSTRALIA CO. PTY LIMITED (Licensee) Trading As.
BUILDER BROKERS 1800 1 BUILD its successors, acquirers/mergers, subsidiaries, associates, and officers unless otherwise stated and or a person acting on behalf of and with the written authority of The Licensee. References to “we”, “us”, “web site”, “site” or “our” are references to the Licensee and its subsidiaries, associates, and officers unless otherwise stated.
1.2 Background- A. The Licensor owns particular interests in the Licensed IP.B. The parties intend that the Licensee use, develop and commercialise the Licensed IP.
1.2 ‘Buyer’ shall mean the Buyer (or any person acting on behalf of and with the authority of the Buyer, Client, Builder, Contractor, Service Provider) as described on any quotation, email, work authorisation or other form as provided by the Seller to the Buyer.
1.3 ‘Guarantor’ means that person (or persons), or entity, who agrees to be liable for the debts of the Buyer on a principal debtor basis.
1.4 ‘Goods’ shall mean Goods supplied by the Seller to the Buyer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Seller to the Buyer.
1.5 ‘Services’ shall mean all Services supplied by the Seller to the Buyer and includes any advice, recommendations, introduction of new business/clients (and where the context so permits shall include any supply of Goods as defined above).
1.5 The Site provides you with various services which may include any or all of search engine facilities to allow you to find professional services that you are seeking, facilitation of online appointments, online payment for services, online education, reminder services, data analytics and access to an app which may provide all or any of those same services (Services).
1.6 ‘Price’ shall mean the price payable for the Goods as agreed between the Seller and the Buyer in accordance with clause 3 of this contract.
1.6 Your access to the Site is conditional upon your acceptance and compliance with these Terms and Conditions. Your use of, and/or access to the Site, Email Received/Forwarded/Sent, Verbal or Written Conversation, constitutes your agreement to these Terms and Conditions.
2. Disclaimer and Liability2.1 The information contained in this Site or derived from the services or given, heard, received by a contractor or representative of the Licensee does not constitute finance, financial planning, legal, construction or or any type of professional licensed advice and is not intended to replace any such advice. We advise you seek professional advice should you be required to sign any formal or binding contract.
2.2 To the extent permitted by law, we will not be responsible or liable, whether in contract, tort or otherwise, for any adverse consequences for you or anyone else (including by way of direct, indirect or consequential losses and damages) arising in any way out of our delivery (or non-delivery) of, your use of, access to or reliance upon our products or the Site or any of the Services, including in relation to any errors in, or omissions from, the information on the Site. However, we will endeavour to correct any inaccuracies on the Site once we become aware of them.
2.3 Information contained in this Site or derived from the Services is provided in good faith on an “as is” basis and we do not represent or warrant in relation to the reliability, accuracy or completeness of any such information.
2.4 It is your responsibility to ensure that the Services are suitable and sufficient for your purposes and meet your individual circumstances. We do not warrant that they –(a) will meet your individual requirements; or (b) are fit any particular requirements that you may have.
2.5 Nothing in these terms is intended to exclude any liability that is unlawful to be excluded and any such term should be read as excluding such liability only to the extent permitted by law.
2.6 Where we are permitted by law (and subject to clause 2.5):(a) we do not warrant or represent the suitability of the Site or a Service for any purpose; and (b) we will not be liable to you for indirect and consequential loss (including without limitation for loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind) or loss or corruption of data, in contract, tort, under any statute or otherwise (including negligence) arising from or connected with the Site or a Service.
2.7 Our liability to you for loss or damage of any kind arising out of this agreement or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise.
2.8 To the fullest extent permitted by law, all other warranties, statutory or implied, are excluded.
2.9 If despite the foregoing we are proven to be liable to you for loss or damage for any cause whatsoever, that liability will be limited, at the option of the liable party, to any one or more of the following:(a) if the liability relates to goods supplied by us:(i) the replacement or repair of the goods or the supply of equivalent goods; or(ii) the payment of the cost of replacing or repairing the goods or of acquiring equivalent goods; or(b) if the liability relates to services supplied by us:(i) the supplying of the services again; or(ii) the payment of the reasonable cost of having the services supplied again.
2.10 Buyer’s Disclaimer. The Buyer hereby disclaims any right to rescind, or cancel any contract with the Seller or to sue for damages or to claim restitution arising out of any misrepresentation made to the Buyer by the Seller and the Buyer acknowledges that the Goods and/or service are bought relying solely upon the Buyer’s skill and judgement.
3. Acceptance and Price & Payment3.1 Any instructions received by the Seller from the Buyer for the supply of Goods or services and/or the Buyer’s acceptance of Goods or services supplied by the Seller shall constitute acceptance of the terms and conditions contained herein.
3.2 Where more than one Buyer has entered into this agreement, the Buyers shall be jointly and severally liable for all payments of the Price.
3.3 Upon acceptance of these terms and conditions by the Buyer the terms and conditions are binding and can only be amended with the written consent of the Seller.
3.4 The Buyer shall give the Seller not less than fourteen (14) days prior written notice of any proposed change of ownership of the Buyer or any change in the Buyer’s name and/or any other change in the Buyer’s details (including but not limited to, changes in the Buyer’s address, facsimile number, or business practice). The Buyer shall be liable for any loss incurred by the Seller as a result of the Buyer’s failure to comply with this clause.3.5 At the Seller’s sole discretion the Price shall be either: (a) as indicated on invoices provided by the Seller to the Buyer in respect of Goods supplied; or (b) the Seller’s quoted Price (subject to clause 3.6) which shall be binding upon the Seller provided that the Buyer shall accept the Seller’s quotation in writing within thirty (30) days.
3.6 The Seller reserves the right to change the Price in the event of a variation to the Seller’s quotation.
3.7 At the Seller’s sole discretion a deposit may be required.
3.8 At the Seller’s sole discretion: (a) payment shall be due on delivery of the Goods; or (b) payment shall be due before delivery of the Goods; or (c) payment for approved Buyers shall be made by instalments in accordance with the Seller’s payment schedule; or (d) payment for approved Buyer’s shall be due thirty (30) days following the end of the month in which a statement is posted to the Buyer’s address or address for notices.
3.9 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.
3.10 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of up to 2% of the Price), or by direct credit, or by any other method as agreed to between the Buyer and the Seller.
3.11 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.4. Delivery Of Goods4.1 At the Seller’s sole discretion delivery of the Goods shall take place when: (a) the Buyer takes possession of the Goods at the Seller’s address; or (b) the Buyer takes possession of the Goods at the Buyer’s nominated address (in the event that the Goods are delivered by the Seller or the Seller’s nominated carrier).
4.2 At the Seller’s sole discretion the costs of delivery are included in the Price.
4.3 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Buyer is unable to take delivery of the Goods as arranged then the Seller shall be entitled to charge a reasonable fee for re-delivery.
4.4 Delivery of the Goods to a third party nominated by the Buyer is deemed to be delivery to the Buyer for the purposes of this agreement.
4.5 The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
4.6 The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.
4.7 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.5. Risk5.1 If the Seller retains ownership of the Goods nonetheless, all risk for the Goods passes to the Buyer on delivery.5.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Buyer, the Seller is entitled to receive all insurance proceeds payable for the Goods. The Licensee’s Terms & Conditions of Trade conditions by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.6. Title6.1 The Seller and Buyer agree that ownership of the Goods shall not pass until: (a) the Buyer has paid the Seller all amounts owing for the particular Goods; and (b) the Buyer has met all other obligations due by the Buyer to the Seller in respect of all contracts between the Seller and the Buyer.
6.2 Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Seller’s ownership or rights in respect of the Goods shall continue.
6.3 It is further agreed that: (a) where practicable the Goods shall be kept separate and identifiable until the Seller shall have received payment and all other obligations of the Buyer are met; and (b) until such time as ownership of the Goods shall pass from the Seller to the Buyer the Seller may give notice in writing to the Buyer to return the Goods or any of them to the Seller. Upon such notice the rights of the Buyer to obtain ownership or any other interest in the Goods shall cease; and (c) the Seller shall have the right of stopping the Goods in transit whether or not delivery has been made; and (d) if the Buyer fails to return the Goods to the Seller then the Seller or the Seller’s agent may enter upon and into land and premises owned, occupied or used by the Buyer, or any premises as the invitee of the Buyer, where the Goods are situated and take possession of the Goods; and (e) the Buyer is only a bailee of the Goods and until such time as the Seller has received payment in full for the Goods then the Buyer shall hold any proceeds from the sale or disposal of the Goods on trust for the Seller; and (f) the Buyer shall not deal with the money of the Seller in any way which may be adverse to the Seller; and (g) the Buyer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Seller; and (h) the Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer; and (i) until such time that ownership in the Goods passes to the Buyer, if the Goods are converted into other products, the parties agree that the Seller will be the owner of the end products.
7. The Commonwealth Trade Practices Act 1974 (‘TPA’) and Fair Trading Acts (‘FTA’)7.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the TPA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
8. Defects8.1 The Buyer shall inspect the Goods on delivery and shall within two (2) days of delivery (time being of the essence) notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery if the Buyer believes the Goods are defective in any way. If the Buyer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Seller has agreed in writing that the Buyer is entitled to reject, the Seller’s liability is limited to either (at the Seller’s discretion) replacing the Goods or repairing the Goods. Where the Buyer is a consumer as defined in the TPA then the client shall also be entitled to a refund.
8.2 Goods will not be accepted for return other than in accordance with 8.1 above.
9. Builder must Co-operate 9.1 The Builder must ensure and procure any staff, agent, representative or contractor of the Builder to comply with any requests by The licensee and give all such reasonable assistance and information at such times and in such a manner as The licensee reasonably requires in order that The licensee can properly confirm compliance with the terms of this Deed.
9.2 In the event of any dispute or potential dispute between the Builder and a Client, the Builder shall:
- promptly inform The licensee of such dispute or potential dispute;
- allow The licensee to mediate such dispute if requested by either the Client or the Builder;
- and follow all reasonable directions given by The licensee in attempting to resolve such dispute.
9.3 Obligations of the BuilderIn addition to any other obligations set out in this Agreement or arising at law, the Builder shall:
- co-operate fully and in a prompt manner with The licensee as requested from time to time;
- immediately provide written notice to The licensee of any change in the Builder’s financial condition or the nature of his business or operations which has or might have an adverse material effect on his operations, assets, or prospects of his business
- upon request by The licensee, provide full disclosure concerning:
(i) the Building Work; (ii) the Building Contract (including any variations – both written and oral); (iii) any dispute, complaint or litigation (including threatened) against the Builder,and update such information to The licensee on a timely basis;
D) upon written request by The licensee, allow The licensee or its authorised representative to inspect or view records held (or should be held) by the Builder to allow The licensee to monitor compliance with this Agreement. The Builder must allow such inspection or viewing within forty eight (48) hours of a request being sent by The licensee.
E) provide The licensee with weekly progress report of the Building Work for each Building Contract by 10.00am each Monday with said reports used by The licensee for the sole purpose of informing itself of when a building stage is nearing completion;
F) and deal with a Client or any third party in a manner which is non-derogatory to The licensee.
9.4 The Builder shall:
- commence the Building Work as soon as practically possible after receiving confirmation that a Building Contract with a Client is, or has become, unconditional;
- use his best endeavours to complete said Building Work within the maximum timeframe required in the Building Contract;
- promptly reply to all correspondence or enquires from The licensee;
- cooperate with The licensee with any assistance provided by The licensee under clause 6.2 and to accept all reasonable directions from The licensee to achieving a resolution of any dispute between the Builder and the Client;
- and maintain all necessary builder registrations and insurance coverage including such building insurance as required by the QBCC.
9.5 The Builder will comply with all laws for the time being in force in Queensland which may in any way relate to the performance of the Builder’s obligations under this Agreement or a Building Contract.
10. Warranty10.1 For Goods not manufactured by the Seller, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Seller shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.11. Intellectual Property11.1 Where the Seller has designed, drawn or written Goods for the Buyer, then the copyright in those designs and drawings and documents shall remain vested in the Seller, and shall only be used by the Buyer at the Seller’s discretion.
11.2 The Buyer warrants that all designs or instructions to the Seller will not cause the Seller to infringe any patent, registered design or trademark in the execution of the Buyer’s order and the Client agrees to indemnify the Seller against any action taken by a third party against the Seller in respect of any such infringement.
11.2 You acknowledge and agree that:(a) the copyright and all other intellectual property rights in or arising out of the Site, the Services and their components (including but not limited to any software design, text, graphics, layout and material (Materials) on or available via the Site) are owned by or licensed to us; and(b) you must not change, copy, adapt, store in a retrieval system, reproduce, upload, post, transmit, sell, distribute in any way or communicate to the public and part of the Materials without our prior written consent.
11.3 This Site contains registered trade marks and other trade marks (Marks) which are protected by law.
11.4 You acknowledge and agree that you must not:(a) use any of the Marks without our prior written consent;(b) use any of the other trade marks of third parties listed on our Site without obtaining the relevant third party owner’s written consent.
12. Default & Consequences of Default12.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and one half percent (2.5%) per calendar month and such interest shall compound monthly at such a rate after as well as before any judgement.
12.2 If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the Seller’s collection agency costs.
12.3 Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller has exercised its rights under this clause.
12.4 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10.00%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.
12.5 Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable in the event that: (a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or (b) the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer.13. Security And Charge13.1 Despite anything to the contrary contained herein or any other rights which the Seller may have howsoever: (a) where the Buyer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Buyer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Seller or the Seller’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Buyer and/or the Guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable here under have been met. (b) should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Buyer and/or Guarantor shall indemnify the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client basis. (c) the Buyer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Seller or the Seller’s nominee as the Buyer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 13.1.
13.2 The Buyer should be aware that the Seller’s initial costs for collections actions are as follows:Demand Letter 1 – $180 + GSTDemand Letter 2 – $240 + GSTFinal Demand Letter – $600 + GSTThese costs will be invoiced to the Buyer at the time of each of these actions being required, and the amounts are payable in full by The Buyer, along with the amounts of any other outstanding invoices.14. Cancellation14.1 The Seller may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Buyer. On giving such notice the Seller shall repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
14.2 In the event that the Buyer cancels delivery of Goods the Buyer shall be liable for any loss incurred by the Seller (including, but not limited to, any loss of profits) up to the time of cancellation.15. Privacy Act 198815.1 The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit reporting agency a credit report containing personal credit information about the Buyer and Guarantor/s in relation to credit provided by the Seller.
15.2 The Buyer and/or the Guarantor/s agree that the Seller may exchange information about the Buyer and the Guarantor/s with those credit providers either named as trade referees by the Buyer or named in a consumer credit report issued by a credit reporting agency for the following purposes: (a) to assess an application by Buyer; and/or (b) to notify other credit providers of a default by the Buyer; and/or (c) to exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and/or (d) to assess the credit worthiness of Buyer and/or Guarantor/s.
15.3 The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
15.4 The Buyer agrees that personal credit information provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Buyer and Seller or required by law from time to time: (a) provision of Goods; and/or (b) marketing of Goods by the Seller, its agents or distributors in relation to the Goods; and/or (c) analysing, verifying and/or checking the Buyer?s credit, payment and/or status in relation to provision of Goods; and/or (d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and/or (e) enabling the daily operation of Buyer’s account and/or the collection of amounts outstanding in the Buyer’s account in relation to the Goods.
15.5 The Seller may give information about the Buyer to a credit reporting agency for the following purposes: (a) to obtain a consumer credit report about the Buyer; and/or(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.16. Unpaid Seller’s Rights16.1 Where the Buyer has left any item with the Seller for repair, modification, exchange or for the Seller to perform any other Service in relation to the item and the Seller has not received or been tendered the whole of the Price, or the payment has been dishonoured, the Seller shall have: (a) a lien on the item; (b) the right to retain the item for the Price while the Seller is in possession of the item; (c) a right to sell the item.
16.2 The lien of the Seller shall continue despite the commencement of proceedings, or judgement for the Price having been obtained.17.External Links17.1 The Site may contain links to external websites not operated by DHT or related parties. These links are provided for your convenience only and we do not make any endorsements, or representations as to the accuracy of information contained on these external websites.
17.2 You acknowledge and agree that:(a) we make no representations or warranties, or have any responsibility or liability for content on external websites;(b) these links do not indicate (expressly or impliedly), that we endorse the external site or its products or services provided on the sites; and(c) you access those sites solely at your own risk.18. General18.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
18.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Queensland, Australia and are subject to the jurisdiction of the courts of Queensland.
18.3 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of these terms and conditions.18.4 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
18.5 The Buyer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Buyer by the Seller.
18.6 The Seller may license or sub-contract all or any part of its rights and obligations without the Buyer’s consent.
18.7 The Seller reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Seller notifies the Buyer of such change.
18.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
18.9 The failure by the Seller to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Seller’s right to subsequently enforce that provision.
19.1The buyer or service provider irrevocably undertakes and agrees that it shall not:A circumvent this agreement or the interests of the Licensee created by this Agreement; B directly or indirectly, solicit, negotiate, contract or enter into any transactions, agreements or undertakings with a Client or any third party identified or introduced by the Licensee; andC seek to by-pass, compete, avoid or circumvent the Licensee from any business opportunity that relates to or arising from the introduction of a Client or any third party to the Builder.
19.2 The Builder, buyer or service provider acknowledges and agrees that damages may be inadequate compensation for breach of this clause 19 and the licensee will be entitled to specific performance or injunctive relief or similar remedy for any breach or threatened breach of this clause 19 in addition to any other remedies available to it at law or in equity.
20. Confidentiality 20.1Each Party must keep secret and confidential, and must not divulge or disclose the terms of this agreement or any information relating to another Party or a Party’s business (which is disclosed to a Party by the other Party, its representatives or advisers), except to the extent that:
A)the information is in the public domain as at the date of this Agreement (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on a Party);
b)the Party is obligated to disclose the information by law;
c)the disclosure is made by a Party to its financiers or lawyers, accountants, investment bankers, consultants or other professional advisers to the extent necessary to enable a Party to properly perform its obligations under this Agreement or to conduct their business generally, in which case the Party must ensure that such persons keep the information secret and confidential and do not divulge or disclose the information to any other person;
D)the disclosure is required for use in legal proceedings regarding this Agreement; or
E) the Party to whom the information relates has consented in writing before the disclosure.
20.2 Each Party must ensure its Related Entities, officers, employees, agents and representatives comply in all respects with the Party’s obligations under this clause 20.
20.3 If any user has previously entered into a ‘Non-Circumvention, Non-Disclosure and Confidentiality Agreement’ with the licensee, then in such event such obligations under said agreement will apply to this Agreement as an independent obligation jointly and severally to the obligation under this clause 20.
20.4 The rights and obligations of a Party under this clause 20 will survive termination of this Agreement.