Trade Terms & Conditions

YouHome Automation Pty Ltd T/A Security Cameras Australia · ABN 54 650 338 926 · NSW Master Licence #000107050
Last updated: 29/07/2026

These Terms of Trade govern the supply of Goods and Services by the Supplier to trade-account Customers. By applying for or registering a trade account, or by placing an Order, the Customer accepts and is bound by these Terms of Trade (see clause 4).

1. Definitions and interpretation

Definitions

Interpretation

In these terms of trade, unless the context otherwise requires:

1. a reference to writing includes email and other communication established through the Supplier's website (if any);
2. the singular includes the plural and vice versa;
3. a reference to a clause or paragraph is a reference to a clause or paragraph of these terms of trade;
4. a reference to a party to these terms of trade or any other document or arrangement includes that party's executors, administrators, successors and permitted assigns;
5. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
6. headings are for ease of reference only and do not affect the meaning or interpretation of these terms of trade; and
7. if the date on which any act, matter or thing is to be done falls on a day which is not a Business Day, that act, matter or thing:
   1. if it involves a payment other than a payment which is due on demand must be done on the preceding Business Day; and
   2. in all other cases, must be done on the next Business Day.

2. General

1. These terms of trade apply to all transactions between the Customer and the Supplier relating to the provision of Goods and Services. This includes all quotations, contracts and variations. These terms of trade take precedence over terms of trade contained in any document of the Customer or elsewhere.
2. The variation or waiver of a provision of these terms or a party's consent to a departure from a provision by another party is ineffective unless in writing signed by the parties.
3. The Supplier may amend any details in a Quote by notice in writing to the Customer. Such amended details supersede any relevant prior detail in dealings between the parties.
4. The Supplier also publishes consumer-facing terms of service and other policies on its website (Website Terms), which govern general use of the website and retail (non-trade) purchases. To the extent of any inconsistency between these terms of trade and the Website Terms in relation to a trade-account Customer or a transaction placed under a trade account, these terms of trade prevail. The Website Terms otherwise continue to apply.

3. Quotes

1. The Supplier may provide the Customer with a Quote. Any Quote issued by the Supplier is valid for 30 days from the date of issue.
2. Unless otherwise expressly agreed in writing or stated in the Quote, a Quote does not include delivery or installation of the Goods, and delivery charges apply in accordance with the Supplier's standard delivery schedule. Where the Supplier arranges delivery, it will deliver the Goods to the Customer's nominated premises, and risk in the Goods passes to the Customer in accordance with clause 9.
3. Quotes are based upon the cost of materials available at the time of preparation of the Quote and assume the timely supply by the Customer of necessary material and instructions to the Supplier.
4. Following provision of a Quote to the Customer, the Supplier is not obliged to commence work until the Quote has been accepted by the Customer. This occurs by the Customer placing an Order in accordance with clause 4 (including by completing an Order form or by placing an Online Order).
5. The Supplier reserves the right to amend any Quote before the Order has been completed to take into account any rise or fall in the cost of completing the Order. The Supplier will notify the Customer of any amendment as soon as practicable, at which point the amended Quote will be the estimate or Quote to these terms of trade.
6. An indication in a Quote of the time frame for the provision of the Goods or Services is an estimate only and is not a fixed time frame. Subject to any obligations in respect of consumer guarantees under the Australian Consumer Law (ACL), this estimate is not binding upon the Supplier.

4. Orders

1. The Customer may place an Order by any method the Supplier makes available, including by completing the Supplier's standard Order form or by placing an order through the Supplier's online trade portal or website (an Online Order). An Online Order does not require a physical or manual signature; the Customer's submission of the Order through the portal constitutes the Customer's authorised placement of that Order.
2. An Order will only be deemed to be placed by the Customer if the Order clearly identifies the Goods or Services ordered and the Supplier's Quote. Any costs incurred by the Supplier in reliance on incorrect or inadequate information provided by the Customer in an Order may result in the imposition of an Additional Charge.
3. Where an Order is submitted on the Supplier's standard Order form, it must be signed by an authorised representative of the Customer. Where an Order is placed as an Online Order, the Customer warrants that the person placing the Order is authorised to do so on the Customer's behalf, and the use of the Customer's account login serves in place of a signature.
4. The Customer accepts and is bound by these terms of trade:
   1. when the Customer applies for or registers a trade account and indicates acceptance of these terms of trade, including by selecting or "ticking" an acceptance box or clicking an "I agree" (or equivalent) button presented with, or linking to, these terms of trade; and/or
   2. each time the Customer places an Order (including an Online Order),
   whichever occurs first. The Customer agrees that acceptance given electronically — including by ticking an acceptance box or clicking a button — is valid, binding and equivalent to a signature under the Electronic Transactions Act 1999 (Cth) and equivalent State and Territory legislation. The Supplier may record the date, time and account details of the Customer's acceptance as evidence of the Customer's agreement.
5. The Supplier may in its absolute discretion refuse to provide Goods or Services where:
   1. Goods are unavailable for any reason whatsoever;
   2. credit limits cannot be agreed upon or have been exceeded; or
   3. payment for Goods or Services previously provided to the Customer or any related corporation of the Customer or to any other party who is, in the reasonable opinion of the Supplier, associated with the Customer under the same or another supply contract, has not been received by the Supplier.
6. An Order cannot be cancelled without the prior written consent of the Supplier. Where an Order is cancelled, the Customer indemnifies the Supplier against any Losses incurred by the Supplier as a result of the cancellation. This includes, but is not limited to, loss of profit from other orders foregone as a result of the scheduling of the Order which is subsequently cancelled.

5. Variations

1. The Customer may request that its Order be varied by providing a request in writing to the Supplier. A request for a variation must be agreed to in writing by the Supplier in order to have effect.
2. If the Customer wishes to vary its requirements after a Quote has been prepared by the Supplier or after the placement of an Order, the Supplier reserves the right to vary the Quote to include any Additional Charge in respect of any extra costs incurred or additional work carried out due to the variation, in accordance with its then current charge rates. A revised Quote issued by the Supplier in respect of the requested variation supersedes the original Quote. If the revised Quote only specifies additional work, the Quote for that additional work will be in addition to the immediately preceding Quote for the Goods or Services or both.
3. Upon reasonable request by the Customer, the Supplier must provide, within 5 Business Days, an itemised breakdown of the variation showing the additional Goods or Services and the charge for each. This clause does not require the Supplier to disclose its cost prices, supplier or third-party invoices, margins, or other confidential commercial information. The Supplier must retain records supporting the variation for at least 2 years following completion of the relevant Order.
4. Prior to incurring any variation-related Additional Charges, the Supplier must provide the Customer with a revised Quote itemising all proposed costs within 5 Business Days of the variation request. Variation-related Additional Charges shall not exceed 15% of the original Quote amount without the Customer's prior written approval. If the Customer does not provide written approval within 7 Business Days of receiving the revised Quote, the variation request is deemed withdrawn and the Supplier must not proceed.
5. The Supplier has an automatic extension of time for the provision of the Goods or Services equal to the delay caused by the variation.

6. Invoicing and payment

1. The Supplier may in its absolute discretion, issue an invoice to the Customer in any one or more of the following ways:
   1. prior to commencing the provision of the Goods or Services, for an amount equal to the Quote and Additional Charges where the Supplier has not previously carried out work for the Customer or where the Supplier chooses to do so;
   2. at the end of each week before the Order is completed, the Supplier may issue one or more invoices for a proportion or the whole of the amount of the Quote (the proportion to be calculated at the Supplier's discretion either for work done to that point, work in the future or both) and require that proportion of the Quote be paid in advance of any further Goods or Services being provided; or
   3. upon completion of the provision of the Goods or Services or any time after such completion, for an amount equal to the Quote or the balance of the Quote outstanding, any Additional Charges and any amount not previously invoiced, or if no Quote was provided, for an amount representing the Supplier's charge for the work performed in completing the Order and for any Additional Charges.
2. The amount payable by the Customer will be the amount set out in the invoice. This will be calculated as:
   1. the amount for the Goods or Services (or both) as set out in the Quote and any Additional Charges, or
   2. where no Quote has been provided by the Supplier, the Supplier's usual charges for the goods or services (or both) as described in the Order.
3. The Customer must pay each invoice issued by the Supplier before dispatch of the Goods.
4. If any invoice is due but unpaid, the Supplier may withhold the provision of any further Goods or Services until overdue amounts are paid in full.
5. The Supplier may in its complete discretion apply any payment received from the Customer to any amount owing by the Customer to the Supplier.
6. The Customer is not entitled to retain any money owing to the Supplier notwithstanding any default or alleged default by the Supplier of these terms of trade, including (but not limited to) the supply of allegedly faulty or defective Goods, provision of Services to an inadequate standard or a delay in the provision of Goods or Services. Nothing in this paragraph affects the Customer's rights for any alleged failure of a consumer guarantee under the ACL.
7. The Customer is to pay the Supplier on demand interest at the rate of 10% per year on all overdue amounts owed by the Customer to the Supplier, calculated daily.
8. All costs and expenses associated with collecting overdue amounts, including (but not limited to) legal fees and internal costs and expenses of the Supplier, are to be paid by the Customer as a debt due and payable under these terms of trade.
9. The Customer and the Supplier agree to comply with their obligations in relation to Goods and Services Tax (GST) under the A New Tax System (Goods and Services Tax) Act 1999 and any other applicable legislation governing GST.
10. Where the Customer disputes any invoice in good faith, the Customer must notify the Supplier in writing within 7 days of receiving the invoice, specifying the disputed amount and grounds for dispute, and must pay any undisputed portion by the due date to avoid interest charges on that portion.
11. Where the Customer fails to pay any invoice by the due date, the Supplier may, in addition to any other rights under these terms of trade, suspend or cancel any outstanding Orders without liability to the Customer, and require full payment of all outstanding amounts before resuming the provision of any further Goods or Services.

7. Additional Charges

1. The Supplier may require the Customer to pay Additional Charges in respect of costs incurred by the Supplier as a result of reliance on inadequate or incorrect information or material provided by the Customer or information or material supplied later than required by the Supplier in order for it to provide the Goods or Services within the specified time frame (if any).
2. The imposition of Additional Charges may also occur as a result of:
   1. cancellation by the Customer of an Order where cancellation results in Loss to the Supplier;
   2. storage costs for Goods not collected from the Supplier within 2 weeks of the date on which the Goods are manufactured, fabricated, created or formed;
   3. photocopying, courier, packing or handling charges not included in the Quote;
   4. Government or council taxes or charges not included in the Quote; or
   5. additional work required by the Customer or any other occurrence which causes the Supplier to incur costs in respect of the Customer's Order additional to the quoted cost.

8. Acceptance of Goods

1. If the Customer fails to advise the Supplier in writing of any fault in the Goods, or any failure of the Goods to accord with the Customer's Order, within 7 days of delivery, the Customer is deemed to have accepted the Goods and to have accepted that the Goods are not faulty and accord with the Customer's Order.
2. Written notification of any fault under clause 8(a) must include a specific description of the defect, photographic evidence or samples where applicable, and reference to the relevant Order.
3. Deemed acceptance under clause 8(a) does not apply to any defect that was not reasonably discoverable within the 7-day period. Nothing in this clause affects the Customer's rights in respect of latent defects discovered after that period, or any consumer guarantee, right or remedy under the ACL.

9. Title and risk

1. Risk in the Goods passes to the Customer immediately upon delivery.
2. Property and title in the Goods does not pass to the Customer until all money owing by the Customer to the Supplier (including money owing in respect of other transactions between them) has been paid in full.
3. Until title in the Goods has passed to the Customer, the Customer:
   1. holds the Goods as bailee of the Supplier;
   2. irrevocably appoints the Supplier to be its attorney, for the sole purpose of protecting, registering, perfecting, maintaining and enforcing the Supplier's security interest and retention of title in the Goods, to do all acts and things reasonably necessary for that purpose (including registering a security interest in favour of the Supplier under the PPS Law). This power of attorney is granted to secure the Supplier's interest while any money is owing by the Customer to the Supplier, and ends when all money owing in respect of the Goods has been paid in full and title in the Goods has passed to the Customer;
   3. must, on demand by the Supplier, be able to separate and identify the Goods supplied by the Supplier as belonging to the Supplier and apart from other goods held by the Customer;
   4. must not allow any other person to have or acquire any security interest in the Goods;
   5. agrees that the Supplier may repossess the Goods if payment is not made within 14 days (or such longer period as the Supplier may approve in writing in its discretion) of supply of the Goods;
   6. grants the Supplier and its agents an irrevocable licence to enter any premises where the Goods are located to recover possession of the Goods under this clause, and indemnifies the Supplier against any damage to property or personal injury arising from that entry, except to the extent caused by the Supplier's negligence or wilful misconduct;
   7. is entitled to at least 7 days' written notice before the Supplier exercises any right to repossess the Goods or enter the Customer's premises under this clause, specifying the grounds for repossession and the amount outstanding, with the Supplier to exercise those rights during normal business hours and in a manner that minimises disruption to the Customer's business operations; and
   8. may cure any default giving rise to repossession rights by paying all outstanding amounts (together with the Supplier's reasonable costs) within the notice period specified in clause 9(c)(vii), whereupon the Supplier's right to repossess the Goods under that notice lapses; and the Supplier must, prior to exercising any repossession right, provide the Customer with an itemised written statement of all amounts outstanding.
4. If, before title passes, the Customer makes a new object from the Goods, mixes the Goods with other goods, or the Goods become part of other goods (New Goods), ownership of the New Goods immediately passes to the Supplier. The Customer holds the New Goods on trust for the Supplier until all money owing to the Supplier (whether under these terms of trade or otherwise) has been paid, and must, if the Supplier requires, store the New Goods in a manner that clearly identifies them as the Supplier's property.
5. For the avoidance of doubt, ownership of the New Goods passes to the Supplier at the beginning of the operation or event by which the Goods are converted into, mixed with, or become part of other goods.
6. Despite clause 9(c), the Customer may sell or dispose of the Goods (including New Goods) to a third party in the ordinary course of its business, provided that:
   1. if the Customer is paid by the third party, the Customer holds the proceeds of sale (less any GST) on trust for the Supplier in a separate account until all money owing to the Supplier has been paid; or
   2. if the Customer is not paid by the third party, the Customer assigns to the Supplier its rights against the third party upon the Supplier giving written notice, and for that purpose irrevocably appoints the Supplier as its attorney.
7. The Customer acknowledges that, where Goods are supplied without payment in full, the Supplier has a security interest in the Goods (and their proceeds) and the right to register and perfect that interest under the PPS Law.
8. If a PPS Law applies to these terms of trade or any transaction under them and, in the Supplier's opinion (based on legal advice), it adversely affects, or its exercise would improve, the Supplier's security position without materially adversely affecting the Customer, the Supplier may give the Customer written notice requiring the Customer to do anything reasonably necessary (including amending these terms of trade or executing new terms) to overcome that effect or improve that position. The Customer must comply within the time specified in the notice. If, despite the Customer doing so, the Supplier's security position remains materially adversely affected, the Supplier may cancel these terms of trade by further written notice, whereupon all money owing by the Customer becomes immediately payable.

10. Intellectual Property Rights

1. The Customer warrants that it owns, or has a licence to use and to authorise the Supplier to use, all Intellectual Property Rights in any materials the Customer supplies to the Supplier for the purposes of an Order. The Customer indemnifies the Supplier against any Loss to the extent arising from any claim that materials supplied by the Customer infringe the Intellectual Property Rights of a third party.
2. Unless otherwise agreed in writing, all Intellectual Property Rights in any works created by the Supplier for or on behalf of the Customer (including any security system designs, plans, layouts, specifications and documentation) vest in and remain the property of the Supplier.
3. Subject to payment in full of all invoices due in respect of the relevant Goods or Services, the Supplier grants the Customer a perpetual, non-exclusive, royalty-free licence to use the works created by the Supplier for the Customer for the purposes contemplated by the Order.
4. Nothing in these terms of trade restricts the Supplier from using or re-using, for any purpose, its general designs, templates, methods, techniques, know-how, standard configurations and other materials of general application, including where these are the same as or similar to works created for the Customer, provided that the Supplier does not disclose the Customer's Confidential Information or the specific site design prepared for the Customer's premises to any third party.
5. The Supplier must keep confidential, and must not disclose to any third party, the Customer's Confidential Information and any site-specific security system design prepared for the Customer's premises, except: (i) as reasonably required to provide the Goods or Services; (ii) to the Supplier's personnel, contractors or agents who need to know it for that purpose and who are bound by like obligations of confidence; or (iii) as required by law. In this clause, Confidential Information means information disclosed by the Customer to the Supplier that is by its nature confidential or is identified as confidential, but does not include information that is or becomes public other than through a breach of these terms of trade.

11. Agency and assignment

1. The Customer agrees that the Supplier may at any time appoint or engage an agent to perform an obligation of the Supplier arising out of or pursuant to these terms of trade.
2. The Supplier has the right to assign and transfer to any person all or any of its title, estate, interest, benefit, rights, duties and obligations arising in, under or from these terms of trade provided that the assignee agrees to assume any duties and obligations of the Supplier owed to the Customer under these terms of trade.
3. The Customer is not to assign, or purport to assign, any of its obligations or rights under these terms of trade without the prior written consent of the Supplier.

12. Default by Customer

1. Each of the following occurrences constitutes an event of default:
   1. the Customer breaches or is alleged to have breached these terms of trade for any reason (including, but not limited to, defaulting on any payment due under these terms of trade) and fails to remedy that breach within 14 days of being given notice by the Supplier to do so;
   2. the Customer, being a natural person, commits an act of bankruptcy;
   3. the Customer, being a corporation, is subject to:
      1. a petition being presented, an order being made or a meeting being called to consider a resolution for the Customer to be wound up, deregistered or dissolved;
      2. a receiver, receiver and manager or an administrator under Part 5.3A of the Corporations Act 2001 being appointed to all or any part of the Customer's property and undertaking;
      3. the entering of a scheme of arrangement (other than for the purpose of restructuring); and
      4. any assignment for the benefit of creditors;
   4. the Customer purports to assign its rights under these terms of trade without the Supplier's prior written consent; or
   5. the Customer ceases or threatens to cease conduct of its business in the normal manner.
2. Where an event of default occurs, except where payment in full has been received by the Supplier, the Supplier may:
   1. terminate these terms of trade;
   2. terminate any or all Orders and credit arrangements (if any) with the Customer;
   3. refuse to deliver Goods or provide further Services;
   4. pursuant to clause 9(c), repossess and re-sell any Goods delivered to the Customer, the payment for which has not been received; or
   5. retain (where applicable) all money paid by the Customer on account of Goods or Services or otherwise.
3. In addition to any action permitted to be taken by the Supplier under paragraph 12(b), on the occurrence of an event of default all invoices will become immediately due and payable.

13. Termination

In addition to the express rights of termination provided in these terms of trade, a party may terminate these terms of trade by giving 30 days written notice to the other party.

14. Exclusions and limitation of liability

1. The Customer expressly agrees that use of the Goods and Services is at the Customer's risk. To the full extent allowed by law, the Supplier's liability for breach of any term implied into these terms of trade by any law is excluded.
2. All information, specifications and samples provided by the Supplier in relation to the Goods or Services are approximations only and, subject to any guarantees under the ACL, small deviations or slight variations from them which do not substantially affect the Customer's use of the Goods or Services will not entitle the Customer to reject the Goods upon delivery, or to make any claim in respect of them.
3. Subject to clauses 14(g) and 14(h) and to any consumer guarantees or other rights under the ACL that cannot be excluded, and to the fullest extent permitted by law:
   1. the Supplier gives no warranties in relation to the Goods or Services other than those that cannot lawfully be excluded; and
   2. the Supplier is not liable to the Customer or any other person for any indirect or consequential loss, loss of profit or loss of revenue arising directly or indirectly from any defect, deficiency or discrepancy in the Goods or Services.
   Nothing in this clause excludes, restricts or modifies any consumer guarantee, right or remedy under the ACL that cannot lawfully be excluded, and where the Customer acquires Goods or Services for re-supply or in trade or commerce, the Supplier's liability is limited as set out in clause 14(h).
4. Any advice, recommendation, information, assistance or service given by the Supplier in relation to the Goods or Services is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given. Subject to any consumer guarantees or other rights under the ACL that cannot be excluded (including the guarantee that services are rendered with due care and skill), the Supplier does not accept liability for any Loss suffered as a result of the Customer's reliance on such advice, recommendation, information, assistance or service.
5. Subject to clauses 14(g) and 14(h) and to any rights under the ACL that cannot be excluded, and to the fullest extent permitted by law, the Supplier is not liable for any indirect, consequential, punitive, incidental or special damages, or for any loss of use, data, profit or revenue, arising out of or in connection with the provision of or failure to provide the Goods or Services, whether in contract, tort (including negligence), under statute or otherwise, even if the Supplier has been advised of the possibility of such damages. The Supplier's liability for direct loss is limited as set out in clauses 14(g) and 14(h).
6. The Customer acknowledges that the trade account and trade pricing are provided on the basis that the Customer acquires Goods for business use and/or re-supply in the course of its trade, and not for personal, domestic or household use.
7. The ACL may give to the Customer certain consumer guarantees (if the Customer is defined as a consumer in section 3 of the ACL) which cannot be restricted, limited or varied.
8. Where the Customer acquires Goods or Services for the purpose of re-supply or for use or transformation in trade or commerce, the Supplier's liability for breach of any guarantee implied by sections 51 to 53 of the ACL is limited, at the Supplier's option, to: (i) in the case of Goods, the replacement or repair of the Goods, the supply of equivalent goods, or payment of the cost of replacing or repairing the Goods or acquiring equivalent goods; or (ii) in the case of Services, the re-supply of the Services or payment of the cost of having the Services re-supplied.

15. Indemnity

1. Subject to clauses 15(c) and 15(d), the Customer indemnifies and keeps indemnified the Supplier, its servants and agents against any Loss (including reasonable legal costs) to the extent that the Loss arises from or is caused by the Customer's breach of these terms of trade or the Customer's negligent or wrongful act or omission in connection with the Goods, Services or an Order. This indemnity excludes any indirect or consequential loss.
2. Subject to clauses 15(c) and 15(d), the Supplier indemnifies and keeps indemnified the Customer against any Loss (including reasonable legal costs) to the extent that the Loss arises from or is caused by the Supplier's breach of these terms of trade or the Supplier's negligent or wrongful act or omission in connection with the Goods, Services or an Order. This indemnity excludes any indirect or consequential loss.
3. Each party's liability under this clause 15 is reduced proportionally to the extent that the Loss was caused or contributed to by the other party, or by any person for whom the indemnifying party is not responsible.
4. The liability of each party under this clause 15 is capped, in aggregate, at the total value of Goods and Services provided under these terms of trade in the 12 months preceding the event giving rise to the claim. A claim under this clause must be made within 12 months of the event giving rise to the claim, or 6 months after termination of these terms of trade, whichever is later.
5. Each indemnity in this clause 15 is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination of these terms of trade.

16. Force majeure

1. If circumstances beyond the Supplier's control prevent or hinder its provision of the Goods or Services, the Supplier is free from any obligation to provide the Goods or Services while those circumstances continue. The Supplier may elect to terminate this agreement or keep the agreement on foot until such circumstances have ceased.
2. Circumstances beyond the Supplier's control include, but are not limited to, unavailability of materials or components, strikes, lockouts, riots, natural disasters, fire, war, acts of God, government decrees, proclamations or orders, transport difficulties and failures or malfunctions of computers or other information technology systems.
3. If the Supplier invokes this clause, the Supplier must: (i) notify the Customer in writing within 48 hours of becoming aware of the relevant circumstance; (ii) use commercially reasonable efforts to mitigate the impact, including seeking alternative suppliers or materials; and (iii) provide the Customer with weekly written updates on the status of the circumstance and the expected resolution timeline. If the circumstance continues for more than 90 days, the Supplier may terminate these terms of trade only upon providing 14 days' written notice, and must refund any prepaid amounts for Goods or Services not yet delivered or supplied to the Customer within 14 days of termination.

17. Dispute resolution

1. If a dispute arises between the Customer and the Supplier, a party must notify the other party of the dispute in writing within 5 Business Days of becoming aware of it, specifying the nature of the dispute and the relief sought. A failure to give notice within that period does not waive a party's right to pursue the dispute, but may be taken into account in the allocation of costs to the extent the delay has prejudiced the other party.
2. The parties must deal with the dispute in accordance with the procedure in this clause 17, and:
   1. a party must not commence legal proceedings (except proceedings seeking interlocutory relief) in respect of the dispute unless the dispute has first been referred for resolution in accordance with this clause; and
   2. a party must not oppose any application for a stay of legal proceedings issued in respect of the dispute pending completion or termination of the procedure in this clause.
3. On a dispute being notified under clause 17(a), the dispute must immediately be referred to the parties' respective senior management, who must endeavour to resolve it as soon as possible and in any event within 10 Business Days (or such other period as the parties agree).
4. If the dispute is not resolved under clause 17(c), the parties must endeavour to settle it by mediation administered by the Australian Commercial Disputes Centre (ACDC) before having recourse to arbitration or litigation. The mediation must be conducted in accordance with the ACDC Guidelines for Commercial Mediation current at the time the matter is referred, the terms of which are incorporated into these terms of trade and set out the procedure to be adopted, the process for selecting the mediator, and the costs involved. This clause survives termination of these terms of trade.
5. Despite the existence of a dispute (including its referral to mediation), each party must continue to perform its obligations under these terms of trade.
6. The parties must keep confidential all information relating to the subject matter of the dispute that is disclosed during, or for the purposes of, the dispute resolution process, unless disclosure is required by law or by a court of competent jurisdiction. Any information or documents exchanged, and any settlement offer made, in the course of that process are provided solely to attempt to settle the dispute and must not be used for any other purpose.

18. Miscellaneous

1. These terms of trade are governed by the laws of the state or territory where the Supplier's registered office is situated and each party irrevocably submits to the non-exclusive jurisdiction of the courts of that state or territory.
2. These terms of trade and any Quotes and written variations agreed to in writing by the Supplier represent the whole agreement between the parties relating to the subject matter of these terms.
3. These terms of trade supersede all oral and written negotiations and communications by and on behalf of either of the parties.
4. In entering into these terms of trade, the Customer has not relied on any warranty, representation or statement, whether oral or written, made by the Supplier or any of its employees or agents relating to or in connection with the subject matter of these terms of trade.
5. If any provision of these terms of trade at any time is or becomes void, voidable or unenforceable, the remaining provisions will continue to have full force and effect.
6. A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right.
7. A notice or other communication required or permitted to be given by one party to another must be in writing to the address shown on a Quote or, for a trade-account Customer, the postal or email address recorded in the Customer's trade account (or as varied pursuant to this paragraph) and delivered personally, sent by pre-paid mail to the address of the addressee, or sent by email to the email address of the addressee with acknowledgement of delivery.
8. A notice or other communication is taken to have been given (unless otherwise proved) if mailed, on the second Business Day after posting; or if sent by email before 4 pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt.
9. A party may only change its postal or email address for service by giving notice of that change in writing to the other party.