This document records the terms and conditions on which DANCER & DASHER agrees to hire and/or supply Products to the Customer. DANCER & DASHER may in its absolute discretion decline to hire and/or supply any Products to a Customer.
DANCER & DASHER may at any time vary these terms and conditions without notice. Variations to these terms and conditions will only apply to agreements entered into after the variations have occurred.
In these Terms and conditions, unless the context requires otherwise:
Accident means an unintended and unforeseen incident, including that results in Rental Excess, Damage or Third Party Loss.
Agreement means the agreement between DANCER & DASHER and the Customer for the hire of the Products, consisting of:
(a) the Service Details; and
(b) these terms and conditions.
Australian Consumer Law means the Australian Consumer Law set out in Schedule 2 of the Competition Consumer Act 2010 (Cth).
Authority means any government, semi-governmental, statutory, administrative, fiscal or judicial body, department, commission, authority, tribunal, public or other person.
Business Day means a day which is not a Saturday, Sunday or public holiday in New South Wales.
Change in Control means:
(a) any alteration in the legal or beneficial ownership of, or any issue of shares in, the Customer, or any other fact, matter or circumstance, the effect of which is to alter the Control of the Customer, from the Control which exists as at the date of this document. It may be direct or indirect and may be as a result of or by means of any trust, agreement, arrangement or understanding whether legally enforceable or not; or
(b) where the Customer has entered into this document in the capacity of trustee of a trust, the Customer ceasing to be the trustee of that trust; or
(c) where the Customer has entered into this document in the capacity of trustee of a trust, a change in the underlying beneficial interests of that trust.
Claim includes any claim, including a notice, demand, debt, account, action, expense, damage, the loss, cost, lien, liability, proceeding, litigation (including reasonable legal costs), investigation or judgment of any nature, whether known or unknown.
Commencement means the Installation Date set out in the Service Details or when the Customer takes possession of the Products, whichever is earlier.
Consumer Guarantee means a consumer guarantee as it applies to supplies made under these terms and conditions, as set out in under Part 3-2, Division 1 of the Australian Consumer Law.
Customer means the customer described in the Service Details, Invoice or any other document which DANCER & DASHER presents to the Customer.
(a) any loss or damage in relation to the costs of new Products;
(b) any loss or damage to the Products including its parts, components and accessories, that is not Fair Wear and Tear;
(c) assessing fees; and
(d) Loss of Use,
and for the removal of doubt, any damage to the Christmas tree, decorations, ornaments, or lights, that makes any of the Products unfit for use (in DANCER & DASHER’S sole opinion) is not Fair Wear and Tear.
DANCER & DASHER means Dancer and Dasher ABN 39 628 054 080.
Dangerous Goods means substances or articles which pose a risk to people, property or the environment due to their chemical or physical properties and includes asbestos, explosives, fireworks, ammunition, toxic, flammable or combustible liquids, solids and gases, refrigerant gases, dangerous when wet chemicals, oxidising substances, infectious substances, clinical or medical waste, radioactive substances, corrosives and dry ice.
Default Rate means 10% per annum.
Delivery Address means the delivery address described in the Service Details, Invoice or any other document the Customer presents to DANCER & DASHER or otherwise agreed in writing.
Installation Date means:
(a) the estimated installation date described in the Service Details, Invoice or any other document DANCER & DASHER presents to the Customer or otherwise agreed in writing; or
(b) the date when the Customer first takes possession of the Products and/or signs a receipt acknowledging delivery,
whichever is earlier.
Products means any item or kind of products, Christmas tree, ornaments, lights, packaging and decorative materials or substitute and replacement Products including any other Products owned by DANCER & DASHER and hired to the Customer in accordance with this Agreement.
Event of Default means an event of default described in clause 10.1.
Fair Wear and Tear means minor damage, in the reasonable opinion of DANCER & DASHER, caused by ordinary day-to-day use of the Products in compliance with this Agreement.
Force Majeure Event means an act of God, pandemic, epidemic, fire, lightning, earthquake, explosions, flood, subsidence, insurrection or civil disorder or military operations or act of terrorism, expropriation, strikes, lock-outs or other industrial disputes of any kind not relating solely to the party affected, and any other event which is not within the reasonable control of the party affected but does not include any act or omission of the other party.
GST has the meaning given in GST Law.
GST Law has the meaning given in A New Tax System (Products and Services Tax) Act 1999 (Cth).
Hire Charge means the amounts shown in the Service Details, Invoice or any other document produced by DANCER & DASHER to the Customer which are payable by the Customer to hire the Products and/or Services, including any carriage fees and other amounts owing under these terms and conditions.
Hire Period if no term is specified in the Service Details, means 3 months from Commencement. The Hire Period
Payment Terms means the terms for payment set out in the Service Details or otherwise agreed between the parties in writing.
may only be extended for one or more definite periods and in each case, this can only be done if the Customer requests it and if DANCER & DASHER agrees. DANCER & DASHER may issue and require the Customer to sign an amended Agreement for any extension of or change to, the Hire Period. The Hire Period only ends once the Customer has off hired the Products with DANCER & DASHER by written notice and DANCER & DASHER has collected the Products from the Customer. It is the Customer’s responsibility to off-hire the Products otherwise Hire Charges will continue to accrue. The Customer may request an off-hire number from DANCER & DASHER to confirm the end hire date.
Insolvency Event means the happening of any one or more of the following events:
(a) in relation to a natural person:
(i) that person being unable to pay his or her debts as and when they fall due;
(ii) an application and filing for bankruptcy being made in respect of that person; or
(iii) a receiver, or receiver and manager, trustee for creditors or trustee in bankruptcy or analogous person being appointed over that person’s assets or undertakings or any of them; or
(b) in relation to a body corporate:
(i) that body corporate being unable to pay its debts as and when they fall due;
(ii) a receiver, receiver and manager, administrator or liquidator being appointed over that body corporate’s assets or undertakings or any of them;
(iii) an application for winding up or other process seeking orders which, if granted, would render that body corporate an externally-administered body corporate being filed and not being withdrawn within 20 Business Days;
(iv) that body corporate being or becoming the subject of an order, or a resolution being passed, for the winding up or dissolution of that body corporate; or
(v) that body corporate entering into, or resolving to enter into, a deed of
company arrangement or an arrangement, composition or compromise with, or proceedings being commenced to sanction such a deed of company arrangement or arrangement, composition or compromise, other than for the purposes of a bona fide scheme of solvent reconstruction or amalgamation.
Invoice means an invoice issued by DANCER & DASHER to the Customer with respect to the supply of Products or Services to the Customer.
Loss means any damage, loss, liability, expense or cost whether direct or indirect, consequential or incidental including but not limited to:
(a) stamp duties, GST any other taxes or duties;
(b) fines, penalties, levies or charges;
(c) legal costs and/or
(d) any Rental Excesses payable to DANCER & DASHER or such other amount charged by DANCER & DASHER’s insurer regarding any age or circumstance as notified by DANCER & DASHER to the Customer.
Loss of Use means DANCER & DASHER’s loss because the Product is being repaired or replaced, or if it is written off as a result of an Accident or if deemed by DANCER & DASHER to be beyond reasonable repair, or it has been stolen, lost or destroyed.
Major Breach means a breach of any of clause 4 that causes Damage, theft of the Products or Third Party Loss.
PPSA means the Personal Property Securities Act 2009 (Cth).
PPSR means the Personal Properties Security Register.
Purchase Charge means the amounts shown in the Service Details, Invoice or any other document produced by DANCER & DASHER to the Customer which are payable by the Customer to purchase the Products or and/or Services, including any carriage fees and other amounts owing under these terms and conditions.
Rental Excess means the amount, excluding GST, the Customer must pay DANCER & DASHER in the event of an Accident that causes Damage or Third Party Loss or the Products has been lost and/or stolen. The amounts are as follows:
(a) $1,000 or 1% of the Claim, whichever is greater; plus
(b) $1,000 theft excess,
or such other amount charged by DANCER & DASHER’s insurer regarding any age or circumstances as notified by DANCER & DASHER to the Customer.
Security Interest has the meaning given in the PPSA.
Services means the services listed in the Service Details or any Invoice.
Special Conditions means any special conditions set out in the Service Details or Invoice.
Taxes means any tax, levy, charge, impost, rates, duty, fee, deduction, compulsory loan or withholding tax which is (or is able to be) assessed, levied, imposed or collected by or payable to any Authority and includes, but is not limited to, any interest, fine, penalty, charge, fee or other amount imposed or made on or in respect of the above.
Third Party Loss means loss or damage to third party property, including other motor vehicles and any claim for third party loss of income.
Warranties mean the warranties specified in clause 8 or otherwise under these Terms and conditions.
2.1 The Customer hereby appoints DANCER & DASHER to provide the services and Products set out in the Service Details.
2.2 In provision of the services set out in the Service Details, DANCER & DASHER will:
(a) consult with the Client in connection with the services;
(b) perform the services with due care and skill.
3.1 Where the Service Details indicate that the Products and/or Services will be purchased by the Customer, and in consideration of the Customer agreeing to pay the Purchase Charge, DANCER & DASHER agrees to supply the Products and Services in accordance with this Agreement.
3.2 Where the Service Details indicate that the Products and/or Services will be hired, and in consideration of the Customer agreeing to pay the Hire Charge, DANCER & DASHER agrees to hire the Products and/or Services to the Customer for the Hire Period in accordance with this Agreement.
3.3 Upon acceptance by the Customer of this Agreement and the Customer paying the Purchase Charge or Hire Charge (as applicable, if required to be paid upfront), DANCER & DASHER shall deliver or cause to be delivered the Products to the Delivery Address on the Installation Date.
3.4 DANCER & DASHER will ensure that the Products are clean and in good working order as at the Installation Date.
4.1 The Customer must:
(a) satisfy itself at the Commencement that the Products are suitable for its purposes.
(b) where the Service Details indicate that the Products and/or Services will be hired, make arrangements for DANCER & DASHER to collect the Products, at the Customer’s cost, at the end of the Hire Period. If DANCER & DASHER agrees to allow the Customer to itself deliver the Products to DANCER & DASHER at the end of the Hire Period, the Customer must take out insurance for the Products at full replacement value to cover the transit.
(c) where the Service Details indicate that the Products and/or Services will be hired, return the Products to DANCER & DASHER in clean and good working order. In the event the Products are not returned in clean and good working order, DANCER & DASHER may charge and the Customer must pay for all cleaning and repair costs incurred by DANCER & DASHER.
(d) use the Products safely, strictly in accordance with the law, only for its intended use, and in accordance with any manufacturer’s instructions whether supplied by DANCER & DASHER or posted on the Products.
(e) indemnify DANCER & DASHER for all injury and/or damage caused or contributed to by the Customer to persons and property in relation to the Products and its operation.
(f) ensure that any person collecting or taking delivery of Products on behalf of the Customer is authorised by the Customer to do so and the Customer will not allege that any such person is not so authorised.
(g) ensure that all persons operating or erecting the Products are suitably instructed in its safe and proper use.
(h) conduct a thorough hazard and risk assessment before using the Products.
(i) where the Service Details indicate that the Products and/or Services will be hired, immediately report and provide full details to DANCER & DASHER as soon as any fault, accident or damage occurs in respect of the Products.
(j) where the Service Details indicate that the Products and/or Services will be hired, allow DANCER & DASHER’s employees, servants, agents and/or sub-contractors to enter the Delivery Address or any other premises where the Products are located to inspect, test, repair, replace or remove the Products at reasonable times during, or at the end of, the Hire Period on reasonable notice to the Customer.
(k) where the Service Details indicate that the Products and/or Services will be hired, except for Fair Wear and Tear, pay DANCER & DASHER for any damage to, loss, theft or destruction of, the Products that occurs during the Hire Period.
(l) where the Service Details indicate that the Products and/or Services will be hired, inform DANCER & DASHER of the location of the Products at all times.
(m) comply with all laws in connection with the Products.
4.1 The Customer mu Details indicate that the installation forms part of the Services, ensure that the conditions are safe and adequate for all Products and DANCER & DASHER personnel.
4.2 The Customer must NOT:
(a) where the Service Details indicate that the Products and/or Services will be hired, tamper with, damage, or repair the Products;
(b) where the Service Details indicate that the Products and/or Services will be hired, lose or part with possession of the Products;
(c) rely upon any representation relating to the Products or its operation other than those contained in these terms and conditions;
(d) where the Service Details indicate that the Products and/or Services will be hired, sell, charge, encumber, grant any right, interest or lien (of any nature) in or over the Products;
(e) where the Service Details indicate that the Products and/or Services will be hired, store any illegal, prohibited and/or Dangerous Goods in or on the Products.
5.1 All Hire Charges and/or Purchase Charges must be paid on the terms set out in the Invoice or in accordance with the Payment Terms set out in the Service Detials.
5.2 The Customer must pay the Hire Charge and/or Purchase Charge (as applicable) in full prior to DANCER & DASHER releasing the Products to the Customer.
5.3 All payments made under this Agreement must be paid to DANCER & DASHER’s Bank Account.
5.4 The Customer must pay all amounts due to DANCER & DASHER:
(a) without set-off, deductions, counter-claims or conditions; and
(b) in available cleared funds to the Bank Account.
5.5 If the Customer owes any amount to DANCER & DASHER then DANCER & DASHER may, in its sole discretion and without prejudice to any of its other rights, do one or more of the following:
(a) refuse to deliver the Products to the Customer;
(b) collect the Products; or
(c) set-off that amount against any amount owing by DANCER & DASHER to the Customer.
5.6 Where the Service Details indicate that the Products and/or Services will be hired, immediately on request by DANCER & DASHER, the Customer will pay the current retail price of any Products as determined and advised by DANCER & DASHER which is for whatever reason not returned to DANCER & DASHER and any charges for Damages.
5.7 If an amount due under this Agreement is paid after the due date the Customer must pay DANCER & DASHER, in addition to the overdue amount:
(a) interest at the Default Rate calculated based on a 365-day year from the date of the default until the date the amount (together with all accrued interest) is paid in full; and
(b) all costs and expenses incurred by DANCER & DASHER in collecting the overdue amount.
5.8 The Customer’s obligation to pay an amount owing applies notwithstanding any alleged delay in delivery of the Products and/or Services.
5.9 DANCER & DASHER reserves its rights under any applicable security of payment legislation.
6.1 Risk in the Products passes to the Customer upon delivery of the Products to the Customer.
6.2 For all Products hired to the Customer under this Agreement:
(a) title to the Products shall remain with DANCER & DASHER;
(b) the Customer holds the Products as bailee for the Company; and
(c) the Products shall, so far as practicable, be kept separate from other goods of the Customer, so as to be readily identifiable as the property of DANCER & DASHER.
6.3 For all Products purchased by the Customer under this Agreement, until DANCER & DASHER has received payment in full for all Products and Services supplied by DANCER & DASHER under this Agreement:
(a) title to the Products shall remain with DANCER & DASHER;
(b) the Customer holds the Products as bailee for the Company; and
(c) the Products shall, so far as practicable, be kept separate from other goods of the Customer, so as to be readily identifiable as the property of DANCER & DASHER.
6.4 Upon default of the Customer of the due performance or observance of any other obligation under this Agreement, including an Insolvency Event DANCER & DASHER may by notice in writing to the Customer enter upon the Customer’s premises or the Delivery Address to remove any of the Products to which DANCER & DASHER has retained title and for this purpose the Customer shall afford DANCER & DASHER all reasonable assistance to locate and take possession of the Products.
6.5 In the event that DANCER & DASHER repossesses the Products, the Customer authorises DANCER & DASHER to take possession of any property in, on or attached to the Products which is not the property of DANCER & DASHER.
6.6 The Customer acknowledges that by virtue of clauses 6.2 and 6.3, DANCER & DASHER has or will have a Security Interest in the Products, the proceeds from the sale of the Products, and/or the proceeds of any insurance policy, for the purposes of the PPSA.
6.7 The Customer also grants DANCER & DASHER a security interest in all of the Customer’s present and after acquired property and any proceeds until DANCER & DASHER is paid in full under this Agreement.
6.8 The Customer acknowledges that DANCER & DASHER may do anything reasonably necessary, including but not limited to registering its Security Interest on the personal property securities register established under the PPSA in order to perfect this Security Interest and comply with the requirements of the PPSA. The Customer agrees to do all things reasonably necessary to assist DANCER & DASHER to achieve perfection of this Security Interest under the PPSA.
6.9 The Customer and DANCER & DASHER agree that, pursuant to section 115 of the PPSA, the following provisions in the PPSA do not apply in relation to this Security Interest to the extent, if any, mentioned (words in this provision have the same meaning as in the PPSA):
(a) section 117 (obligations secured by interests in personal property and land);
(b) section 118 (enforcing Security Interest in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;
(c) section 125 (obligation to dispose of or retain collateral);
(d) section 129 (disposal by purchase);
(e) section 130 (notice of disposal), to the extent that it requires the secured party to give a notice to the grantor and other secured parties before disposal;
(f) paragraph 132(3)(d) (contents of statement of account after disposal);
(g) subsection 132(4) (statement of account if no disposal);
(h) section 142 (redemption of collateral); and
(i) section 143 (reinstatement of security agreement).
6.10 The Customer waives its right to receive a verification statement under section 157 of the PPSA.
6.11 DANCER & DASHER retains any rights of enforcement arising on the PPSA, under this Agreement, or otherwise, including but not limited to a right to seize the collateral under section 123 of the PPSA.
7.1 Upon risk in the Products passing to the Customer and until all monies owed under this Agreement by the Customer are paid to DANCER & DASHER, the Customer must procure and maintain in its own name and DANCER & DASHER’s name public liability insurance up to $10m in any one occurrence, business insurance as well as insurance for theft, and damage of the Products up to the value of the Products.
7.2 At the request of DANCER & DASHER, the Customer must produce a certificate of currency for an appropriate policy of insurance that covers loss, theft or damage to the Products during the Hire Period for an amount not less than the new replacement value of the Products. The Customer is responsible for any excess and any other costs associated with any insurance taken out by the Customer under this clause and the Customer is responsible for any shortfall in repair or replacement of the Products following payment of any amount received under insurance, including any loss DANCER & DASHER suffers as a result of not being able to hire the Products.
8.1 Where the Australian Consumer Law applies the Customer has the benefit of guarantees in relation to the hire of the Products which cannot be excluded.
8.2 Where the Australian Consumer Law applies and the goods are not of a kind ordinarily acquired for personal domestic or household use or consumption, DANCER & DASHER’s liability in respect of any guarantee is limited to the replacement or repair of the goods, or the cost of having the goods repaired or replaced.
8.3 To the extent that the Australian Consumer Law (or any other law which cannot be excluded) does not apply. DANCER & DASHER makes no representations and gives no warranties other than those set out in these terms and conditions, and will not be liable to the Customer for any Loss, Claims, damages, costs or other liabilities whatsoever (including for consequential loss) in relation to the hiring of the Products by the Customer.
8.4 Subject to this clause 8, the Customer indemnifies and holds DANCER & DASHER harmless to the full extent permitted by law for any Claim, Loss or damage whatsoever arising in connection with the hire of the Products to the Customer or these terms and conditions, including any third party Claims.
8.5 DANCER & DASHER’s liability under this Agreement is limited to the Hire Charge and DANCER & DASHER is not liable for any indirect or consequential loss (including loss of profit or opportunity).
9.1 The Customer agrees to use and possess the Products at its own risk. The Customer agrees that DANCER & DASHER bears no responsibility or liability for any Loss to any of the Customer’s property (including the Products).
9.2 To the fullest extent permitted by law, the Customer releases and discharges DANCER & DASHER and its agents and employees from:
(a) all Claims and demands on DANCER & DASHER; and
(b) any Loss whatsoever and whenever caused to the Customer or its agents or employees or any third party whether by way of death of, or injury to, any person of any nature or kind, accident or damage to property, delay, financial Loss or otherwise,
arising directly or indirectly from or incidental to a defect in any Products or any accident to or involving any Products or its use, repair, maintenance or storage (whether occasioned by the Company’s negligence or otherwise) or which may otherwise be suffered or sustained in, upon or near any Products.
9.3 The Customer indemnifies and holds DANCER & DASHER harmless to the full extent permitted by law for any Loss whatsoever arising in connection with the supply of and use of the Containers by the Customer, including any breach of this Agreement.
10.1 Each of the following events is an Event of Default, namely:
(a) the Customer fails to perform or observe any of the covenants or provisions of these terms and conditions and (if capable of remedy) such default continues for more than 5 Business Days after notice from the non-defaulting party requiring remedy the breach;
(b) the Customer fails to perform or observe any of the covenants or provisions of this Agreement and (if capable of remedy) such default continues for more than ten (10) Business Days after notice from DANCER & DASHER requiring the Customer remedy the breach;
(c) the Customer fails to return any Products to DANCER & DASHER within 5 Business Days of request by DANCER & DASHER;
(d) the Customer sells or closes its business or relocates the Products without written notice to DANCER & DASHER;
(e) the Customer suffers an Insolvency Event or if it is a partnership, is dissolved or if it is a natural person, dies.
10.2 If an Event of Default occurs DANCER & DASHER may at its option:
(a) by proceeding by appropriate court action, either at law or in equity, enforce performance of the applicable terms and provisions of these Terms and conditions or recover damages for the breach concerned; and / or
(b) terminate this Agreement; and/ or
(c) refuse to deliver the Products to the Customer; and/or
(d) repossess the Products (and is authorised to enter any premises where the Products is located to do so).
10.3 Without prejudice to DANCER & DASHER’s right to pursue the Customer for Loss arising from a breach of this Agreement, upon the expiry of this Agreement or early termination under this clause, the Customer must immediately pay DANCER & DASHER all amounts owing under this Agreement.
10.4 On termination of this Agreement, the Customer must immediately return any Products to DANCER & DASHER and pay all Hire Charges, Claim, Damage and/or Loss. If the Customer does not return the Products within fourteen (14) days of termination of the Agreement, the Customer must pay to DANCER & DASHER an amount equal to the new replacement value of the Products as fairly specified by DANCER & DASHER and any Claim, Damage and/or Loss.
10.5 The Customer grants in favour of DANCER & DASHER an irrevocable licence to enter upon its premises, without prior notice, to repossess the Products.
11.1 DANCER & DASHER will not be liable for any Loss incurred as a result of delay or failure to observe any of these Terms and conditions, including but not limited to any failure to provide the Products or services set out in the Services Details, due to an event of Force Majeure.
11.2 For the avoidance of doubt, deposits and interim payments are not refundable and DANCER & DASHER will not be required to refund any amount to the Customer as a result of DANCER & DASHER’s delay or failure to observe any of these terms and conditions, including but not limited to any failure to provide the Products or services set out in the Service Details, due to an event of Force Majeure
11.3 DANCER & DASHER’s obligations under these terms and conditions will be suspended and will resume as soon as the cause of the Force Majeure has ceased to have effect.
12. 1 DANCER & DASHER will endeavour to take reasonable commercial steps to protect all personal information provided by the Customer in accordance with the Australian Privacy Principles of the Privacy Act 1998 (Cth).
13.1 These terms and conditions, the Service Details, Invoice, and any other documents produced by DANCER & DASHER to the Customer constitutes the entire understanding between the parties and supersedes all prior agreements, understandings and communications, whether written or oral.
13.2 These terms and conditions operate as a ‘standing agreement’ and each Invoice shall constitute a separate contract for supply of the Products between the parties.
13.3Except as required by law, the parties must not disclose to any person without the other’s prior written consent the existence of, or details in, these Terms and conditions or any other information which is confidential and not otherwise in the public domain.
13.4 If any provision of the agreement is illegal or unenforceable in any relevant jurisdiction, it must be enforced to the maximum extent possible, and if unenforceable may be severed for the purposes of that jurisdiction, without affecting its enforceability in any other jurisdiction or the enforceability of any other part of these Terms and conditions.
13.5 All waivers must be in writing. A single or partial exercise or waiver by a party of a right relating to these Terms and conditions does not prevent any other exercise of that right or the exercise of any other right.
13.6 DANCER & DASHER may subcontract all or party of the services to any person as DANCER & DASHER sees fit. If DANCER & DASHER subcontracts any of the services, DANCER & DASHER will not be released from its obligation to perform the services and will be liable for all acts and omissions of its subcontractors.
13.7 If the Customer is directed by DANCER & DASHER to assist in any suspension of supply or recall of the Products is required in accordance with applicable law (Product Recall), the Customer must co-operate and comply with all such reasonable directions, at the Customer’s cost, to ensure the most effective response to the suspension or recall.
13.8 Clauses 1, 2, 4, 6, 7, 8, 9, 10, 11, and any Warranties and indemnities survive termination or expiration of these Terms and conditions.
13.9 The special conditions set out in the Service Details prevail to the extent of any inconsistency with these terms and conditions.
13.10 These Terms and conditions are governed by and is to be construed in accordance with the laws applicable New South Wales, Australia.