GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (GTC) apply to the supply of Engineering Consultancy Services, Certification Services, General Training Services, MEM Training Services, WeldQ Services, the Soldamatics® welding simulation system and/or the Cobot welding robot by Weld Australia ABN 63 003 696 526 (Weld) to its customers (Customer).

1. Contract
1.1. A contract is formed between Weld and the Customer when the Customer accepts a proposal issued by Weld or when Weld accepts an order placed by the Customer for the supply of Deliverables specified in the proposal or order (Contract).
1.2. A proposal issued by Weld is valid for 30 days from the date of issue unless extended in writing by Weld. A proposal may be amended by Weld at any time prior to acceptance by Customer.
1.3. Each Contract consists of:
(a) the accepted proposal or order (Order);
(b) the Schedules applicable to the Deliverables specified in the Order; and
(c) these GTCs.
1.4. If there is any inconsistency between the above terms and conditions, those higher in the list prevail over those lower in the list to the extent necessary to resolve the inconsistency.
1.5. Any terms and conditions included in a Customer purchase order are excluded from the Order and the Contract unless expressly accepted in writing by Weld.

2. Supply of Deliverables
2.1. Supply. Weld will supply the Deliverables in accordance with the Contract.
2.2. Delivery date. Weld will use reasonable commercial efforts to meet any agreed delivery dates or milestones. If Weld becomes aware of a delay or a risk of delay, it will promptly notify the Customer in writing and provide an updated estimate of the expected delivery date or milestone.
2.3. Delays. Weld is not liable for any delay in supplying Deliverables to the extent caused by circumstances beyond its reasonable control, including, without limitation, Customer’s breach of the Contract, acts or omissions of Customer, its employees, contactors or agents, delays caused by third parties outside Weld’s control and Force Majeure Events. Where a delay is caused by circumstances specified in clause 2.3, Weld may reasonably adjust the delivery schedule and any associated charges.
2.4. Title and risk. Risk in all Deliverables passes to the Customer upon delivery by Weld. Title to:
(a) hardware Deliverables; and
(b) any documentary Deliverables in which the Customer is to own the Intellectual Property Rights (as specified in the Order),
passes to the Customer upon Weld’s receipt of full payment for those Deliverables. All other Deliverables are supplied on a licensed basis, and title to those Deliverables remains with Weld or its licensors, as applicable.
2.5. Policies and procedures. While on the other party’s premises, each party must comply and require its agents and subcontractors to comply with the other party’s policies, procedures notified to it and any other site instructions and all applicable laws.

3. Change to Deliverables
3.1. Change request. Either party may propose changes to the quantity, scope, specifications, timing, or manner of delivery of the Deliverables by providing a written change request.
3.2. Response. The party receiving a change request must assess it and provide a written response within 10 business days.
3.3. Binding. No change will take effect until both parties have agreed in writing.

4. Fees and payment
4.1. Fees. In consideration for Weld’s supply of the Deliverables, the Customer must pay to Weld all Fees specified in the Order. The Customer must not withhold, set off, or reduce payment of any Fees unless expressly agreed in writing by Weld.
4.2. Payment. Unless otherwise specified in the Order, Customer must pay to Weld all Fees due within thirty (30) days of the invoice date. If Customer disputes an invoice, Customer must notify Weld of the disputed item prior to the due date for payment and the dispute will be resolved in accordance with clause 15.1. The Customer must pay the amount of the invoice not in dispute within the prescribed payment period.
4.3. Default. If the Customer does not pay all undisputed Fees by the due date for payment, Weld may, without limiting its other rights under the Contract:
(a) suspend supply of the Deliverables or suspend Customer and its Authorised Users’ use of the Deliverables;
(b) retain custody of any materials, documents or other property of the Customer; and/or
(c) charge the Customer interest at the lesser of 10% pa and the maximum rate permitted by law, compounded daily from the due date until payment is received in full.
4.4. Fee increases. Fees under the Contract may be increased in accordance with any mechanism specified in the Order. If no mechanism is specified, Weld may increase Fees once per year by the annual change in the Australian Consumer Price Index (All Groups). Weld must provide the Customer with at least 30 days’ prior written notice of any Fee increase.
4.5. Taxes. Unless expressly stated otherwise in the Order, all consideration under the Contract is exclusive of any sales tax, GST, import duty or any other taxes duties or levies (Taxes) and all Taxes applicable to the supply under the Contract (other than Taxes on Weld income) must be paid by Customer in addition to the Fees.
4.6. Delivery charges. All Fees are exclusive of freight and other delivery charges; such charges will be separately itemised on Customer’s invoice and payable by Customer in addition to the Fees. Weld may invoice Customer for storage, insurance and any other holding charges incurred by Weld if delivery of the Deliverables is delayed by Customer.

5. Intellectual Property Rights
5.1. Ownership. Unless specified otherwise in the Contract, all right, title and interest in the Deliverables and the Intellectual Property Rights therein (including all copies, modifications, updates, new releases and derivative works of) are owned by Weld or its licensors (Weld IP) and except as expressly set out in the Order, nothing in the Contract gives rise to any assignment, acquisition, transfer or conveyance of any right, title or interest in the Weld IP to Customer, its Authorised Users or any other person.
5.2. Derivative works. To the extent that any copies, modifications, updates, new releases and derivative works of the Weld IP are created by Customer or its Authorised Users, Customer agrees (on behalf of itself and its Authorised Users) that those rights vest in and are assigned to Weld on creation and Customer shall, at Weld’s request, do all things necessary to give effect to the assignment.
5.3. Grant of license. Weld grants Customer a personal, non-exclusive, non-transferable, revocable license to use the Deliverables solely for Customer’s internal business purposes. If a Term is specified in the Contract, the Customer’s licence will expire at the end of the Term unless Weld and the Customer agree to a further Term.
5.4. Compliance with licence terms. Customer must comply with any additional license terms or third-party terms set out in the relevant Order or applicable Schedules.
5.5. Restrictions. Customer must not copy, modify, distribute, sublicense, or create derivative works from the licensed Deliverables except as expressly permitted by the Contract, Order, or applicable Schedules.
5.6. Access credentials. Customer must keep all access codes, passwords, and other security credentials relating to the licensed Deliverables secure, must not share them with any unauthorized person, and is responsible for all use of the licensed Deliverables through those credentials, whether or not such use is authorised by Customer.
5.7. Suspension. Without limiting Weld’s rights under the Contract, in the event that Weld believes there is a threat to the integrity or security of the Deliverables or Customer Data, or a material breach of the Contract by Customer or any of its Authorised Users, Weld may suspend Customer and/or one or more of its Authorised Users’ access to the Deliverables immediately and without prior notice. Weld will promptly notify Customer of such suspension and provide details of the threat or breach, together with remedial action to be taken by Weld, Customer and/or its Authorised Users (as applicable) to resolve the threat or remedy the breach. Weld will reinstate Customer and its affected Authorised Users’ access to the Deliverables as soon as practicable, provided that the threat or breach has been resolved or remedied to the satisfaction of Weld.
5.8. IP infringement. Customer shall not permit or cause to occur any infringement of Weld or its licensor’s Intellectual Property Rights in the Weld IP. If Customer is aware of any breach of the licence granted under the Contract or other infringement of the Intellectual Property Rights of Weld or its licensors it shall promptly inform Weld and take all steps reasonably necessary to assist Weld to protect those rights.

6. Customer Data
6.1. Ownership. Customer retains all right, title, and interest in and to the Customer Data, including all Intellectual Property Rights in the data. Nothing in the Contract transfers ownership of Customer Data to Weld or any third party. Weld’s rights to use Customer Data are limited to the licence expressly granted under the Contract.
6.2. Licence to Customer Data. Customer grants Weld a non-exclusive, royalty-free licence to use the Customer Data solely for the purpose of performing its obligations under the Contract, including disclosing the Customer Data to its employees, contractors, licensors and third-party service providers engaged in connection with supply of the Deliverables and performance of Weld’s obligations under the Contract. Customer warrants that use and disclosure of the Customer Data by Weld, its employees, contractors, licensors and third-party service providers in accordance with this clause will not infringe the intellectual property or other rights of any third party.
6.3. Protection of Customer Data. Each party must protect Customer Data in its possession or under its control in accordance with clause 10 (Security). Weld’s liability for any loss, corruption, or unauthorised access to Customer Data is limited to restoring the data from the last available backup. Customer is responsible for maintaining its own backups of Customer Data unless otherwise stated in the relevant Order. All Customer Data is Confidential Information of Customer and subject to clause 7 (Confidentiality) and any Personal Information included in Customer Data must be handled by Weld in accordance with its obligations under clause 8 (Privacy).
6.4. Responsibility for Customer Data. Customer is solely responsible for all information it provides to Weld and warrants that such information is true, accurate, complete and not misleading. Customer acknowledges that Weld is entitled to rely on this information without verification.
6.5. Aggregated Data. Weld may collect, retain, use and disclose data relating to the Customer’s use of the Deliverables in aggregated and anonymised form (Aggregated Data) for statistical, analytical, product improvement, benchmarking and research purposes, provided that such data does not identify the Customer or any individual and cannot reasonably be re-identified.

7. Confidentiality
7.1. Obligations. A party that receives Confidential Information (Recipient) of the other party (Discloser) must:
(a) keep that information confidential and, except as permitted under the Contract, not use or disclose any of it without the Discloser’s prior consent;
(b) ensure that the Confidential Information is only disclosed to those directors, employees, contractors, third party service providers and professional advisers of the Recipient (and its related bodies corporate) who have a specific need to access the Confidential Information for the purposes of performing the Recipient’s obligations under the Contract;
(c) ensure that those directors, employees, contractors, third party service providers and professional advisers of Recipient (and its related bodies corporate) to whom the Confidential Information is disclosed comply with the Contract; and
(d) immediately on the Discloser’s demand, return or destroy all copies of the Confidential Information.
7.2. Exceptions. The obligations in this clause 7 do not apply to any Confidential Information which the Recipient can prove:
(a) is in, or comes into, the public domain other than by a breach of the Contract;
(b) was lawfully in its possession prior to disclosure by the Discloser;
(c) was received from a third party who is not under an obligation to the Discloser to maintain the Confidential Information in confidence and who legitimately obtained the Confidential Information; or
(d) subject to clause 7.3, it is required to disclose in order to enforce the Contract or under law or a binding order of a governmental agency or court.
7.3. Relief. The Recipient further acknowledges that:
(a) the value of the Confidential Information to the Discloser is unique and difficult to assess in monetary terms;
(b) a breach by the Recipient of any of its obligations under the Contract would irreparably harm the Discloser, and damages would not be an adequate remedy for any such breach; and
(c) if the Recipient actually breaches or threatens to breach the Contract, the Discloser will be entitled to enforce the Contract by injunctive relief or specific performance as a remedy (in addition to other available relief) without proof of actual or special damage.

8. Privacy
8.1. Weld’s obligations. Weld may collect, use, disclose and otherwise process Personal Information received from Customer and its Authorised Users in the course of performing its obligations under the Contract. Weld will handle all Personal Information in accordance with applicable Data Protection Laws and its Privacy Policy and must:
(a) comply with Customer’s lawful instructions in respect of that data, provided that where such instructions are not consistent with Weld’s Privacy Policy, additional charges may apply;
(b) co-operate with Customer in relation to any data subject request notified by Customer to Weld in accordance with clause 8.1(b); and
(c) protect Personal Information contained in the Customer Data in accordance with clause 10 (Security); and
(d) ensure that its employees, contractors, licensors and third-party service providers comply with the obligations in this clause.
8.2. Customer obligations. In respect to any Personal Information contained in Customer Data disclosed by Customer to Weld in connection with the Contract:
(a) Customer warrants that it has provided appropriate notices and obtained all necessary consents from the data subjects for the processing of their Personal Information by Weld and its employees, contractors, licensors and third-party service providers in accordance with the Contract and as required under Data Protection Laws; and
(b) Customer must promptly notify Weld if any Personal Information needs to be corrected, updated, or deleted in accordance with data subject requests or applicable Data Protection Laws.
8.3. Notifiable data breach. Each party must promptly notify the other party if it becomes aware of any actual, suspected, or reasonably suspected notifiable data breach (as defined in the Privacy Act 1988 (Cth)) involving personal information disclosed by the other party and must comply with clause 10.3.

9. Customer obligations
9.1. Authorised Users. To the extent that use of Deliverables requires Customer to nominate Authorised Users, Customer is solely responsible for:
(a) notifying Weld of all new Authorised Users and any suspension and/or removal of existing Authorised Users’ access rights;
(b) the acts and omissions of any person who accesses the Deliverables using the usernames and passwords issued to Customer’s Authorised Users, including any use or disclosure of Customer Data;
(c) ensuring that Authorised Users comply with the Contract and a breach of the Contract by an Authorised User will constitute a breach by Customer;
(a) making the Deliverables available to its Authorised Users; and
(b) assessing whether the Deliverables meet its Authorised Users’ requirements.
9.2. Compliance with laws. Customer is responsible for ensuring that its use of the Deliverables complies with all laws and regulations applicable to Customer’s business, including all applicable Data Protection Laws.
9.3. Prohibited activities. Except as expressly authorised under the Contract, Customer shall not and shall not permit its Authorised Users or any other person to:
(a) manipulate, modify, reverse engineer, decompile or create derivative works of the Deliverables;
(b) sell, transfer, loan, reproduce, broadcast, publish or grant any interest in the Deliverables to any third party or allow any third party to access the Deliverables;
(c) use or otherwise exploit the Deliverables for commercial purposes or resale;
(d) engage in data scraping, hacking or any attempt (knowingly or otherwise) to restrict, inhibit, compromise the integrity of, interfere with, disrupt or cause a performance degradation to the Deliverables, Weld’s systems or any other Weld customer; or
(e) engage in bullying, harassment, discrimination, or any other form of inappropriate or unlawful behaviour towards Weld’s personnel, contractors, or representatives.
9.4. Third party service providers. If Customer utilises third party service providers to support Customer Systems, Customer may grant those third party service providers access to the Deliverables solely for the purpose of performing its support obligations for Customer. Customer is responsible for ensuring that its third party service providers comply with the terms of the Contract and any failure by a third party service provider to comply will be deemed a breach of the Contract by Customer.

10. Security
10.1. Weld’s obligations. Weld must:
(a) implement technical and organisational measures in accordance with Good Industry Practice to protect its systems and any Customer Data in its possession and control from Harmful Code and unauthorized access, use, modification, and disclosure;
(b) not store, use or disclose Customer Data for any purpose other than performance of its obligations under the Contract. Weld will comply with its obligations under the Contract in respect to Customer Data, including but not limited to those in clauses 8 (Confidentiality), 9 (Privacy) and 12.1 (Security).
10.2. Customer’s obligations. Customer must and is solely responsible for:
(a) the supply, maintenance, configuration, security, and support of all Customer Systems which operate, interface or integrate with the Deliverables, including all communication links between Customer Systems and the Deliverables;
(b) implementing technical and organisational measures, in accordance with Good Industry Practice, to protect Customer Systems, Customer Data and Deliverables from Harmful Code and unauthorised access, use, modification, and disclosure; and
(c) ensuring that its Authorised Users keep all access credentials secure.
10.3. Data breach. In the event of a Data Breach affecting either the Deliverables, Customer Data or Customer Systems, the parties shall promptly notify each other in writing upon becoming aware of the breach. Upon notification, the parties shall cooperate fully and in good faith to investigate the breach, mitigate its effects, and take appropriate remedial actions. Cooperation may include sharing relevant information, providing access to affected systems or data, and coordinating with law enforcement or regulatory authorities as necessary. The parties shall, to the extent permitted by law, collaborate on any communications to affected individuals and regulators, ensuring transparency and accuracy in all disclosures. Each party agrees to bear its own costs incurred in responding to the breach unless otherwise agreed. Notwithstanding the foregoing, to the extent the Data Breach affects:
(a) the Deliverables, Weld is primarily responsible for coordinating the investigation, remediation and communications;
(b) Customer Systems or Customer Data, Customer is primarily responsible for coordinating the investigation, remediation and communications,
provided that nothing in this clause shall prevent a party notifying any regulator, individual or third party if required by law to do so.

11. Indemnities
11.1. Weld Indemnity. Weld indemnifies Customer and its Authorised Users from and against any third party claim brought against Customer or its Authorised Users that the relevant person’s use of the Deliverables in accordance with the Contract infringes the third party’s Intellectual Property Rights, except to the extent caused or contributed to by:
(a) Customer or its Authorised User’s unlawful or negligent acts or omissions or breach or deemed breach of the Contract;
(b) modification or use of the Deliverables by Customer or its Authorised Users, other than as permitted by the Contract and without Weld’s prior written consent.
11.2. Customer Indemnity. Customer indemnifies Weld from and against any loss, damage, cost or expense (including reasonable legal fees) suffered by or Claim brought against Weld, its employees, contractors, licensors and third-party service providers arising from:
(a) Customer’s breach of the warranties in clause 6.2, clause 6.4 or clause 8.1(a);
(b) inaccuracy, omission or falsity in the information provided to Weld by Customer or its Authorised Users, where such information has been relied on by Weld to its detriment;
(c) Customer or its Authorised User’s infringement of Weld’s or any third party’s Intellectual Property Rights,
except to the extent caused or contributed to by unlawful or negligent acts or omissions or breach or deemed breach of the Contract by Weld, its employees, contractors, licensors or third-party service providers.
11.3. Procedure. In order to claim under the indemnities in clauses 11.1 or 11.2, the indemnified party must:
(a) promptly notify the indemnifying party of the Claim;
(b) give the indemnifying party the option to conduct the defence of the Claim, including negotiations for settlement or compromise prior to the institution of legal proceedings (provided that any settlement that requires the indemnified party to do or refrain from doing something or that exposes the indemnified party to additional or continued liability requires the indemnified party’s prior written consent);
(c) provide the indemnifying party with reasonable assistance in conducting the defence of the Claim (at the indemnifying party’s cost); and
(d) permit the indemnifying party to modify, alter or substitute any infringing material at its own expense in order to avoid continuing infringement, or authorize the indemnifying party to procure for the indemnified party the authority to continue the use and possession of the infringing material without further cost to the indemnified party (other than Fees ordinarily payable under the Contract).

12. Liability
12.1. Consequential loss. Neither party will be liable to the other for any lost profit, revenue, savings or goodwill, downtime costs, wasted expenditure, indirect, incidental, special or consequential loss or damage suffered in connection with the Contract, whether arising in contract, indemnity, tort (including negligence), statute, equity or otherwise.
12.2. Liability cap. The aggregate liability of each party to the other in respect of all events giving rise to liability for loss or damage suffered under or in connection with the Contract, whether arising in contract, tort (including negligence), statute, equity or otherwise, is limited to the amount of actual loss or direct damage suffered, up to a maximum equal to the Fees paid by Customer under the Contract in the 12 months prior to the date of the last event giving rise to the claim.
12.3. Exclusions. Clause 12.2 does not limit a party’s liability for:
(a) personal injury, death or tangible property damage, such liability is limited to the amount that would be recoverable under the party’s applicable insurance policies required under clause 14, whether or not such insurance is maintained at the time of the claim;
(b) fraud, wilful misconduct;
(c) its indemnity obligations; or
(d) in the case of Customer, its payment obligations.
12.4. Effect of limitations. The exclusions and limitations of liability in this clause 12 shall apply to the maximum extent permitted by law and shall apply even if the subject loss or damage was foreseeable or if the party against whom the loss or damage was claimed had been advised of the possibility of such loss or damage.
12.5. Proportional liability. Any liability of a party for loss or damage, however caused (including by negligence), in connection with the Contract is reduced to the extent that the other party contributes to the loss or damage.
12.6. Australian Consumer Law. If the Deliverables acquired by Customer under the Contract constitute a consumer good or service for the purposes of the Australian Consumer Law:
(a) the consumer guarantees apply to those goods and/or services and nothing in the Contract is intended to exclude or modify Customer’s rights in respect of those guarantees; and
(b) Weld’s liability for a breach of the consumer guarantees is limited, at Weld’s election, to one or more of the following: (i) the replacement of the goods, the supply of equivalent goods or the supply of the services again; (ii) the repair of the goods or the payment of the cost of having the goods repaired; or (iii) the payment of the cost of replacing the goods, acquiring equivalent goods or having the services supplied again.
12.7. Exclusion of other warranties. Except for the warranties expressly set out in the Contract and those which by law cannot be excluded (including those under the Australian Consumer Law, if applicable), neither party makes any other warranty to the other party under or in connection with the Contract and all other warranties, representations or conditions, express or implied, including the implied warranties of merchantability, fitness for a particular purpose and noninfringement are excluded.
12.8. Third Party Deliverables. Notwithstanding any clause to the contrary, where Weld provides any Deliverables on a resale basis from a third-party manufacturer or licensor:
(a) the warranties and indemnities applicable to those Deliverables are limited to the warranties and indemnities (if any) provided by that third party. Weld will facilitate and manage the enforcement of such third-party warranties and indemnities on the Customer’s behalf; and
(b) Weld’s liability in respect of those Deliverables will not exceed any limitation of liability applicable under the third party’s standard terms.

13. Termination
13.1. Cause. Either party may terminate the Contract with immediate effect on written notice to the other party if the other party:
(a) fails to meet any material obligation (including payment obligations) under the Contract and fails to remedy the breach within 30 days of being notified in writing of the breach;
(b) fails to meet any material obligation under the Contract where such failure is not capable of remedy; or
(c) is subject to an Insolvency Event.
13.2. Consequences of termination. In the event of termination of the Contract:
(a) Weld will return or destroy, at Customer’s request, all Customer Data and any other Confidential Information of Customer which is in the possession or control of Weld;
(b) for Deliverables which are supplied on a subscription or licence basis, Weld will terminate Customer and each of is Authorised User’s access to the Deliverables and Customer will, and will ensure that its Authorised Users, return or destroy, at Weld’s request, Deliverables and other Confidential Information of Weld which is in the possession or control of Customer or its Authorised Users;
(c) neither party will be relieved of any accrued payment obligations and any Fees for Deliverables supplied for a minimum subscription or licence period will be immediately due and payable; and
(d) any terms of the Contract which by their nature extend beyond termination or expiry of the Contract will remain in effect until fulfilled and will apply to both parties’ respective successors and permitted assigns, including but not limited to clauses 5 (Intellectual Property Rights), 7 (Confidentiality), 8 (Privacy), 11 (Indemnities) and 12 (Liability).

14. Insurance
14.1. Each party must, at its own cost, maintain for the duration of the Contract:
(a) public liability insurance for at least AUD 20m per occurrence;
(b) workers’ compensation insurance as required by law; and
(c) any other insurances specified in the Contract.
14.2. Each party must provide the other, on request, with certificates of currency for the required insurances.

15. General
15.1. Dispute resolution. Neither party shall commence any court or arbitration proceedings to resolve a dispute under the Contract (Dispute) unless the parties have complied with this clause. A party claiming a Dispute has arisen must give written notice (Dispute Notice) to the other party specifying the nature of the Dispute. Within 7 days of receipt of a Dispute Notice (or such further period as agreed in writing by them) senior management of each party shall meet to discuss the Dispute and seek resolution. If a resolution is not reached within 7 days of such meeting, the parties shall, within 60 days of receipt of the Dispute Notice (or such further period agreed in writing by them), mediate the Dispute in accordance with mediation administered by the Australian Disputes Centre or such other body agreed by the parties. Nothing in this clause shall prevent a party from seeking urgent interlocutory or equitable relief before an appropriate court.
15.2. Force majeure. Except for payment obligations, neither party will be liable for performance delays nor for non-performance due a Force Majeure Event. A party seeking to rely on a Force Majeure Event must provide written notice of the event to the other party, including the impact of the event on performance of its obligations, the steps it is taking to mitigate those effects and the expected duration of the event. If a Force Majeure Event is ongoing for more than 60 days, either party may terminate the Contract without penalty, except that Customer shall be liable for all accrued payment obligations.
15.3. Assignment and subcontracting. Weld may subcontract any of its obligations under the Contract, provided that subcontracting will not relieve Weld of its responsibility for the performance of its obligations under the Contract. Customer may not assign any of its obligations under the Contract without the prior written consent of Weld.
15.4. Relationship of parties. The parties are independent contractors. Nothing in the Contract is intended to create or imply a joint venture, partnership, employment or agency relationship between the parties.
15.5. Notices. A notice or other communication is properly given by a party if posted or emailed to the other party’s address for notices listed in the Order, and is taken to be received after 3 Business Days in the case of post, and in the case of email on the earlier of the time the recipient acknowledges receipt or a read receipt is received from the recipient’s email system.
15.6. Governing law. The Contract will be governed by the laws of New South Wales and the courts in that location will have jurisdiction.
15.7. Entire agreement, variation, validation and waiver. (a) The Contract represents the entire understanding of the parties with respect to its subject matter and supersedes any previous communication, agreement or any terms on a separate Customer document (such as a purchase order) in respect of that subject matter. (b) Modifications to the Contract will be made only through a written amendment signed by both parties. (c) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. (d) The parties shall not be deemed to have waived any term or condition of the Contract unless such waiver is in writing and signed by the relevant party and any such waiver shall only apply to the particular transaction, dealing or matter in respect of which it was given.
15.8. Counterparts. The Contract may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument.

16. Definitions.
16.1. The following definitions apply:
Aggregated Data has the meaning given to that term in clause 6.5.
Authorised Users means:
(a) for Deliverables that require access credentials (such as software, online services, or other licensed digital products), Customer’s employees, contractors and third-party service providers who have been issued credentials by Customer in accordance with the Contract; and
(b) for Deliverables that do not require access credentials (such as reports, manuals, or other non-digital products), Customer’s employees, contractors and third-party service providers who are authorised to by Customer to use the Deliverables solely for Customer’s internal business purposes.
Certification Services means services provided to assess and certify your compliance with one or more Standards in accordance with the applicable Rules of the Scheme, as further detailed in the Certification Services Schedule and the applicable Order.
Cobot means the Cobot welding robot owned by Diverseco Pty Ltd.
Confidential Information means the Contract and all information of a party which is disclosed to or otherwise comes to be known by the other party, whether before or after the date of the Contract, which is in fact or which is reasonably regarded by the disclosing party as confidential to that party, including information relating to customers, suppliers, technology, processes, products, specifications, inventions or designs, trade secrets and know-how and information of a financial or commercial nature in any form or medium and in the case of Customer, includes Customer Data and in the case of Weld includes the Deliverables and Services.
Customer Data means all data, information, records, or materials provided or made available by Customer to Weld in connection with the Contract, including any data generated by Customer through use of the Deliverables, but excludes any data created or developed by Weld independently of the Customer Data and any Aggregated Data.
Customer Systems means Customer’s computer hardware, firmware, software, and communications infrastructure through and/or on which the Deliverables are to be accessed and used.
Data Breach means any actual or suspected:
(c) misuse of, or damage to, Personal Information;
(d) accidental or unauthorized access to, disclosure, processing or destruction of, any Personal Information; or
(e) loss of any Personal Information,
contained in Customer Data and includes any notifiable data breach (or substantially similar term) as defined in any applicable Data Protection Laws.
Data Protection Laws means the Privacy Act 1988 (Cth) and all applicable regulations, rules, directives of government authorities and binding codes of conduct which protect the privacy of individuals in Australia by regulating the collection, processing, storage, and transfer of Personal Information.
Deliverables means for each Contract, the deliverables supplied by Weld to Customer as specified in the applicable Schedules and Order, which may include one or more of the following, Engineering Consultancy Services, Certification Services, General Training Services, MEM Training Services, WeldQ Services, Soldamatics® welding simulation system and/or the Cobot welding robot.
Engineering Consultancy Services means professional engineering services relating to welding, fabrication, or manufacturing activities, which may include, but are not limited to inspection, qualification, auditing, expert advice, technical document review, production monitoring, and project management, as further detailed in the Consultancy Services Schedule and the applicable Order.
Fees means the fees, charges and other amounts specified in the Order which are payable by Customer to Weld for the Deliverables.
Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure. It includes each of the following, to the extent it is beyond the reasonable control of that party:
(a) act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions;
(b) act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;
(c) the effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and
(d) embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.
General Training Services means training services provided by Weld, excluding MEM Training Services, as further detailed in the General Training Services Schedule and the applicable Order.
Good Industry Practice means the exercise of that degree of skill, diligence, prudence, and foresight which would reasonably and ordinarily be expected from a skilled and experienced professional or organization engaged in similar activities or providing similar services under similar circumstances within the relevant industry.
Harmful Code means any software, code, file, script, agent, or program intended or designed to cause harm to, unlawfully disrupt, or perform unauthorized actions on a computer system, network, or software application. This includes, but is not limited to, viruses, worms, Trojan horses, ransomware, spyware, adware, scareware, backdoors, rootkits, and any other form of malicious computer code or injection that can compromise the integrity, confidentiality, or availability of data, degrade system performance, or enable unauthorized access to systems or data.
Insolvency Event means an event in which one party files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing or is insolvent, admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business, or being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving or being a natural person, dies.
Intellectual Property Rights means all and any patents, trade marks, service marks, trade names, domain names, registered designs, unregistered design rights, copyright, know how, trade secrets and rights in confidential information, and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same.
MEM Training Services means a Licence to the Training Materials for the MEM Training Units, as further detailed in the MEM Training Services Schedule and the applicable Order.
Order means the proposal issued by Weld and accepted by Customer or the order submitted by Customer and accepted by Weld, which forms a part of the Contract.
Privacy Policy means Weld’s Privacy Policy available at https://weldaustralia.com.au/privacy-policy/, as amended from time to time.
Soldamatics means the Soldamatics® welding simulation system owned by Seabery Soluciones SL (as Spanish company).
Schedules means the following schedules which set out terms and conditions applicable to specific Deliverables:
• Consultancy Services Schedule for Engineering Consultancy Services (https://weldaustralia.com.au/consultancy-services-schedule/);
• Certification Services Schedule for Certification Services (https://weldaustralia.com.au/certification-services-schedule/);
• General Training Services Schedule for General Training Services (https://weldaustralia.com.au/general-training-services-schedule/);
• MEM Training Services Schedule for MEM Training Services (https://weldaustralia.com.au/mem-training-services-schedule/);
• WeldQ Schedule for WeldQ Services (https://weldaustralia.com.au/weldq-schedule/);
• Soldamatics and Cobot Schedule for supply of the Soldamatics® welding simulation system and/or the Cobot welding robot (https://weldaustralia.com.au/soldamatics-and-cobot-schedule/).
Term means the contract term, if any, specified in the Order.
WeldQ Services means examination and certification services supplied by Weld and accessed via the WeldQ site at https://wtia.weldq.com.