Euro Football Star [EFS] Professional Player Pathway Terms and Conditions

Please read these Terms and Conditions ("Agreement") carefully before participating in the Pro Player Pathway ("Program") provided by [Your Name – Parent if U18] ("Then Players Name"). This Agreement sets forth the legally binding terms and conditions for your participation in the Program.

1. Parties and background

1.1.        These are the Professional Player Pathway Terms and Conditions, provided by Professional Player Pathway Pty Ltd ACN 675 463 895 (PPP, we, us, our)

1.2.        Please read these Terms and Conditions (Agreement) carefully before participating in the Professional Player Pathway (Program), as described at clause 2.1 below.

1.3.        This Agreement sets forth the legally binding terms and conditions for your participation in the Program.

1.4.        By registering to participate in the Program (by signing the Sign Up Form), you:

1.4.1.    must be over the age of eighteen (18) (and if not, must have a parent or guardian sign this Agreement); and

1.4.2.    agree to comply with and be bound by the terms and conditions set out in this Agreement, our Privacy Policy, and any terms and conditions that apply to your access of the Portal.

2.         Overview of Services

2.1.        The Program is designed to provide aspiring athletes with an opportunity to develop their skills and pursue a career in professional football (soccer). The Program consists of seven (7) pillars and stages as follows:

2.1.1.    two (2) Match Analysis Reviews;

2.1.2.    the Football Plan (on the Portal);

2.1.3.    the Secret Document;

2.1.4.    Professional Player Monthly Meetings;

2.1.5.    Football Trial Opportunity;

2.1.6.    GPS Device; and

2.1.7.    Nutrition DNA Test.

2.2.The Program runs for a maximum of four (4) years from the Commencement Date (Term), unless terminated otherwise in accordance with clause 12.

2.3.        We will provide the Program to you for the Term, provided you remain a Participant and pay all fees in accordance with clause 5 (Services).

3.         Enrolment and Eligibility

3.1.        To participate in the Program, you must meet the following eligibility criteria (as determined at the sole discretion of PPP):

3.1.1.    normally aged between 9 and 23 years;

3.1.2.    must be of a Divisional, NSW Skills Acquisition Program, or National Premier League standard; and

3.1.3.    have played football for at least three (3) years.

3.2.        By enrolling in the Program, you represent and warrant that you:

3.2.1.    will comply with this Agreement, all laws, legislation, and regulations in the jurisdiction;

3.2.2.    meet the eligibility criteria mentioned in clause 3.1; and

3.2.3.    that you are over the age of eighteen (18) or have your parent or guardian's consent to participate in the Program.

 3.3.        If you have signed this Agreement as a parent or guardian of a Participant, you warrant that you are legally authorised to do so.           

4.         Program Stages

             4.1.        Stage 1: Match Analysis

                    4.1.1.    Upon enrolling in the Program, we require you to provide a video of a recent football game (Match) that you participated in via a link/download (Match Video).

               4.1.2.    You must have participated in at least 80% of the duration of the Match for us to provide an accurate Match Analysis Review.

              4.1.3.    You must provide the Match Video within thirty (30) days of our request in clause 4.1.1 above. Once we receive the Match Video, we will review it within thirty (30) Business Days.

                 4.1.4.    If we are satisfied with the content of the Match Video, we may offer you an opportunity to join our football expert for a Match Analysis Review via Zoom or Microsoft Teams (Match Analysis Review).

              4.1.5.    You will receive a GPS tracking device (Device) at the beginning of Stage 1 for the purposes of monitoring and enhancing your performance and development. This is for players who joined us after the 1 June 2023. Players who joined prior to this will only receive a unit at the discretion of PPP.

              4.1.6.    The Device may be new or refurbished depending on available stock from our suppliers and will carry a full warranty.

             4.1.7.    As part of your Program, you are required to provide us with your weekly GPS statistics from the Device during the Term. If you fail to provide weekly statistics on five (5) occasions or more during the Program, you may be withdrawn from the Program and automatically forfeit all fees paid.

                4.1.8.    Statistics from your Device that you must provide are as follows:

             4.1.8.1.    training statistics which include distance covered, top sprint speeds and the number of sprints;

            4.1.8.2.    game day stats distance covered, top sprint speeds and the number of sprints;

        4.1.8.3.    beep test results minimum of two (2) times per week (unless injured or unable to complete for reasons agreed by PPP), (Statistics).

                4.1.9.    Failure to provide the Statistics can result in being removed from the Program without refund.

               4.1.10.    If further Match Analysis Review is requested, an additional fee will be incurred by the you. Pricing for each additional Match Analysis Review is $5,000.

           4.2.        Stage 2: The Football Plan

             4.2.1.    During Stage 2, PPP will record all football related objective activities, training, or events that you are involved in (Objectives). You must provide PPP with all data in relation to the Objectives (Football Plan Data).

        4.2.2.    The Football Plan Data can be gathered from game matchday recordings again with guidance from PPP, however it will be your responsibility to provide PPP with Football Plan Data in a timely fashion.

        4.2.3.    PPP will then develop your tailored Football Plan using the Football Plan Data (Football Plan). Throughout Stage 2, Football Plan Data will be added to your tailored Football Plan by PPP once received from you and if required, one of our football experts may arrange a call with you to review your Football Plan and arrange next steps.

         4.2.4.    You will continue to utilise the Device received in Stage 1 for ongoing monitoring and development throughout Stage 2.

           4.3.        Stage 3: The Secret Document

     4.3.1.    The Secret Document will be provided to you once full payment per clause 5 has been received. The Secret Document will be provided with a supporting video from PPP.

      4.3.2.    You are permitted to use the Secret Document solely for your own use, and you are not permitted to share it with anyone who is not a Participant in the Program.

     4.3.3.    If the Secret Document is shared to any other party, online/email or in any other way PPP may remove you from the Program with immediate effect with no opportunity for a refund of fees paid.

         4.4.        Stage 4: Pro Group Online Meetings

    4.4.1.    On the first Friday of every month during the Term of the Program, PPP will host a monthly pro group online meeting for all players and parents to join us for up to 45 minutes to discuss football topics and allow you to ask questions and receive feedback (Monthly Meeting).

    4.4.2.    The date and time of the Monthly Meeting may be moved at the discretion of PPP, and you will be informed at the earliest opportunity of the change.

   4.4.3.    You will be able to access the Monthly Meetings for the Term, provided you are still a Participant. We will provide a link via the PPP Portal (Portal).

  4.4.4.    Recordings of the Monthly Meetings will be available for on demand access for up to twelve (12) months from the date of recording.

 4.4.5.    You must not post, share or talk in an offensive way to other players, guests, or staff members in the Monthly Meetings. If you do so, PPP reserve the right to ban you and remove you from the Program with immediate effect and with no recourse to a refund.

 4.4.6.    The Monthly Meetings are an environment for positive conversations around the topics covered by our football experts. They are not to be used as a sounding board for complaints. If you have issues with elements of the Program, please send these directly to service@eurofootballstar.com and we will deal with these on an individual basis. If you do not comply with this condition, we reserve the right to remove you with immediate effect from the Program with no refund opportunity.

         4.5.        Stage 5: Trial Opportunity

 4.5.1.    If you successfully complete Stages 1 to 4 (determined at the sole discretion of PPP) you may be offered a chance to attend a Pro Scholarship Trial at a club or private football academy in the UK or Europe (Trial).

4.5.2.    There will be no charge for the Trial opportunity and PPP will cover any cost for the Trial excluding the following:

        4.5.2.1.    flights to and from Europe or the UK;

       4.5.2.2.    on ground transport costs;

       4.5.2.3.    meals;

       4.5.2.4.    accommodation costs;

       4.5.2.5.    travel insurance; and

      4.5.2.6.    travel documentation including any required visas.

4.5.3.    If you successfully complete Stages 1 to 4 and the Trial without any warning or exclusion from PPP or the Trial, you will be provided a minimum 5% up to a maximum of 100% scholarship to play football at the relevant club or academy that you conducted your Trial (at the discretion of PPP and the club or academy).

4.5.4.    Selection for a scholarship and the amount is dependent on the club or academy’s view and opinion of you as a football player at the time of Trial.

4.5.5.    You will receive an offer within sixty (60) Business Days of completing a successful Trial. For example: player A gets offered a 50% scholarship and the football fees for the year are $15,000 then fees payable for the football would be $7,500. The scholarship amount does not include accommodation, visas, food, or flights to and from the country of origin to the destination for the Scholarship. 

     4.6.        Leaving the Program

            4.6.1.    You may leave, withdraw, or be removed from the Program for any of the following reasons, at the sole discretion of PPP:

  4.6.1.1.    you have achieved a successful or unsuccessful outcome at a Trial;

 4.6.1.2.    the Program is no longer for you;

4.6.1.3.    you have failed to comply with any of the terms of this Agreement or the Sign Up Form;

4.6.1.4.    your behaviour warrants removal from the Program; or

4.6.1.5.    you have committed a crime.

 5.         Payment and payment terms

        5.1.        In consideration for the provision of the Services in accordance with this Agreement, you must pay the Program Fees and Deposit to us.

     5.2.        You agree to pay the Program Fees as specified by PPP and on the form, you sign when you register with us (Sign Up Form).

       5.3.        You may either pay the Program Fees:

     5.3.1.    upfront and in full; or

     5.3.2.    pay the Deposit upfront, and the Program Fees by way of instalments over 52 weeks (Payment Plan).

      5.4.        If you elect to pay upfront in accordance with clause 5.3.1, you must pay us in full immediately on the Commencement Date or you will be in breach of this Agreement and will be referred to our finance department and or debt collectors.

       5.5.        If you elect to pay by Payment Plan, you must pay:

     5.5.1.    the Deposit immediately on the Commencement Date; and

    5.5.2.    each instalment on the due date, as set out in the Sign Up Form.

      5.6.        If you fail to make a payment by the due date in two (2) instances, you will be in breach of this Agreement, and will be referred to our finance department or debt collectors.

     5.7.        Upon full payment of the Deposit or Program Fees, the Device will be provided to you, and ownership of the Device transfers to you. The Device is yours to keep and utilise for the duration of the Program, provided you remain a Participant. It is your personal belonging only when the Deposit and Program Fees are paid in full.

      5.8.        You are responsible for the proper care and maintenance of the Device throughout the Program. Any damages or loss of the Device due to negligence or misuse may result in additional charges for a replacement device.

      5.9.        Our Refund Policy is in effect with all persons who have graduated, withdrawn, or been removed from the Program by PPP in accordance with clause 4.6. Deposits are not refundable under any circumstances

     5.10.        All fees quoted under this Agreement are exclusive of GST. If any GST is imposed on a supply under this Agreement, you must pay the GST amount in addition to the fees. We will itemise any applicable GST on each tax invoice.

     5.11.        We may use third party service providers as part of our Service, including (but not limited to) Stripe and DocuSign, and are not responsible for their services, please refer to their terms and conditions of service.

6.         Refunds

          6.1.        Any Deposit and Program Fees paid to join the Program or for Services, are non-refundable (Refund Policy).

        6.2.        Once you sign up for the Program, whether opting for the Payment Plan, or paid-in-full arrangement, you are committing to the full amount of Program Fees as outlined in the Sign Up Form.

     6.3.        You understand that by signing the Sign Up Form, you agree to fulfil all financial obligations. Any failure to pay the Program Fees owed to us may result in you being referred to our finance team for further action, which may include engaging a debt collection agency to recover outstanding amounts.

     6.4.        This clause is intended to underscore the importance of financial commitment and ensure clarity regarding the non-refundable nature of the Program Fees associated with the Services provided by us.

7.         Late Payments

In the event of late payment of the Program Fees, we may impose late fees of $47 for every failed/late payment to cover our reasonable expenses. We may suspend your participation in the Program until payment is received.

8.         Events

      8.1.        After PPP event debrief and analysis and to enable improvements of future editions of our events, we will store all presented content in our archives (in accordance with our Privacy Policy) to facilitate efficient resolution of any future claims or conflicts, and promotional materials for future events.

      8.2.        Please be aware that attending an event and by entering the area for presentation and discussion of the Program, you consent to your voice, name, and, or likeness being used, without compensation, in films and tapes for exploitation in any and all media, whether now known or hereafter devised, and you release PPP, its Affiliates, successors, assigns and licensees from any liability whatsoever of any nature. Do not enter the event area if you do not wish to be subject to the foregoing. All data will be stored in accordance with our Privacy Policy.

      8.3.        You must not film, record, post on social media, or take any of our Intellectual Property from any of our events without                          our express written consent.

9.         Intellectual Property

     9.1.        Any Intellectual Property, and Intellectual Property rights, associated with PPP and our Affiliates, the Program materials,                   content, and resources, remain the exclusive property of PPP. Nothing in this Agreement should be construed to give you any                 rights to our Intellectual Property.

     9.2.        You agree not to reproduce, distribute, modify, or create derivative works based on our Intellectual Property without the                         prior written consent of PPP.

    9.3.        Subject to the terms and conditions of this Agreement, you will be provided as part of the Services a restricted, limited,                     revocable, non-sublicensable licence to access the Portal as a Participant, for the Term. This licence will be immediately revoked             if you are no longer a Participant of the Program.

10.         Disclaimer of Liability

     10.1.        PPP does not guarantee any specific outcomes or results from participation in the Program. Your success depends on various factors, including your effort, skills, and external circumstances beyond the control of PPP.

     10.2.        Each of the Parties acknowledge that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

    10.3.        Subject to any warranty contained in this Agreement, but otherwise to the maximum extent permitted by law, PPP, its officers, employees, and agents are not liable for any Loss or damage whether it is present or future, fixed or unascertained, actual or contingent, including, but not limited to, direct or indirect losses, any form of consequential loss such as any third party loss, loss of profits, loss of revenue, loss of opportunity, loss of anticipated savings, pure economic loss and an increased operating cost, personal injury or death, however suffered or sustained in connection with your participation in the Program.

     10.4.        To the fullest extent allowable at law, our total liability, and the total liability in connection with this Agreement regardless of the cause of action, will not in any circumstances exceed the maximum value equal to the total fees received by us under this Agreement.

 11.         Confidentiality

     11.1.        You agree to maintain the confidentiality of any Confidential Information shared with you during the Program. This includes, but is not limited to, any Intellectual Property, and proprietary training methods, strategies, and any other non-public information disclosed by us.

      11.2.        You must not deal with the Confidential Information in any way that might prejudice its confidentiality.

      11.3.        Upon termination of this Agreement, you must return all Confidential Information to PPP.

      11.4.        You agree to indemnify PPP against all Loss PPP may incur because of a breach of this clause 11.

    11.5.        You acknowledge that damages may be an inadequate remedy for breach of this clause, and that we may obtain injunctive relief for a breach of this clause 11.

12.         Termination

PPP reserves the right to terminate your participation in the Program at any time for any reason, including but not limited to a breach of this Agreement. If this Agreement is terminated for any reason the Refund Policy will apply.

13.         Governing Law and Jurisdiction

          13.1.        This Agreement shall be governed by and construed in accordance with the laws of Queensland, Australia.

         13.2.        Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts in Queensland Australia for resolution.

14.         Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

15.         Amendments

      15.1.        PPP reserves the right to modify or amend these Terms and Conditions at any time, provided the amendments do not prejudice your rights. Any changes will be communicated to you through written notice or by posting the updated terms on PPP’s website.

      15.2.        Your continued participation in the Program after the effective date of any amendments shall constitute your acceptance of the modified terms.

16.         Entire Agreement

       16.1.        This Agreement constitutes the entire agreement between you and PPP regarding the Program and supersedes any prior or contemporaneous agreements, understandings, or representations, whether oral or written.

       16.2.        By enrolling in the Program, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions.

       16.3.        If you do not agree with any provision of this Agreement, please refrain from participating in the Program.

       16.4.        Please retain a copy of this Agreement for your records.

17.         Survival

Clauses 9, 10, 11, 13, 17 and 26 survive the expiry or termination of this Agreement.

18.         Notices

        18.1.        A notice or communication provided under this Agreement must be:

      18.1.1.    in writing; and

       18.1.2.    addressed and delivered to the intended recipient in person, by post or by email (where an email address has been provided) in accordance with the notice details last provided by the recipient.

       18.2.        A Party can update their notice details at any time by written notice to the other Parties.

       18.3.        A notice or communication is taken to be received:

      18.3.1.    if provided in person, when delivered;

     18.3.2.    if provided by post:

           18.3.2.1.    in Australia, to an Australian address, the third Business Day after posting; or

          18.3.2.2.    in any other case, on the tenth Business Day after posting;

     18.3.3.    if provided by email sent before 5pm on a Business Day, then on the Business Day that it is sent; or

                   18.3.4.    if provided by email after 5pm on a Business Day, then on the following Business Day.

19.         Force majeure

     19.1.        Neither Party has any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances attributable to a Force Majeure Event.

     19.2.        The Party affected by a Force Majeure Event must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

      19.3.        If a Force Majeure Event continues for a continuous period of more than six (6) months, either Party may terminate this Agreement by written notice to the other Party.

20.         Assignment

Neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all its rights and obligations under this Agreement without the prior written Agreement of the other Party.

21.         Waiver

      21.1.        No failure or delay by either Party in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power, or privilege.

     21.2.        The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

22.         Relationship between the parties

This Agreement does not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

23.         Counterparts

This Agreement may be executed in any number of counterparts, each of which will be considered an original, but all of which will constitute one and the same instrument.

24.         Electronic signature

The Parties agree that this Agreement may be executed electronically in accordance with the Electronic Transactions Act 2001 (Qld) and the Electronic Transactions Act 1999 (Cth).

25.         Merger

The rights and obligations of the Parties under this Agreement do not merge on completion of any transaction contemplated by this Agreement.

26.         Definitions and interpretation

        26.1.        Definitions

In this Agreement, unless the context implies otherwise:

Affiliate

means in relation to a Party:

a.     a person that controls or is controlled by that Party; and

b.     a Related Body Corporate of that Party.

Agreement

means these Terms and Conditions and the Sign Up Form.

Body Corporate

has the meaning provided in section nine (9) of the Corporations Act.

Business Day

means a day other than Saturday, Sunday or a public holiday in Queensland, Australia.

Commencement Date

means the date the Sign Up Form is signed.

Confidential Information

includes:

a.     Intellectual Property;

and information or documentation which:

b.     is disclosed to the recipient in connection with this Agreement (whether before or after the Commencement Date);

c.     relates to:

i.      the business, assets, or affairs of a Party or any of its Affiliates;

ii.     the business, assets or affairs of a Party, or any client of a Party; or

iii.    the subject matter or any transactions contemplated by this Agreement; and

is prepared or produced under or in connection with this Agreement.

Corporations Act

means the Corporations Act 2001 (Cth).

Deposit

means the deposit payable to us, as set out in the Sign Up Form.

Device

has the meaning described in clause 4.1.5 of this Agreement.

Football Plan

has the meaning described in clause 4.2.3 of this Agreement.

Football Plan Data

has the meaning described in clause 4.2 of this Agreement.

Force Majeure Event

a.     includes:

        i.     an extreme weather pattern or event;

       ii.     an extreme natural disaster;

      iii.     a war, act of terrorism, cyber-attack, riot, insurrection, or act of vandalism;

     iv.     a disease or pandemic;

       v.     a failure of electricity, water, or other utility;

     vi.     a strike, lockout, ban, or other industrial disturbance; or

    vii.     a law, rule, or regulation of any government or governmental agency or an executive or administrative order;

b.     which tangibly affects a Party’s capacity to fulfil its obligations under this Agreement, and:

        i.     is unforeseen;

       ii.     is beyond the control of the relevant Party; and

      iii.     occurs without the fault or negligence of the relevant Party.

GST

has the meaning given to that term in the GST Act.

GST Act

means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property

means the Portal, all, documents, Secret Document, content, presentations, materials, formulations, utility models, copyright, Trade Marks, trade marks, service marks, trade, business and domain names (including those not yet created using the PPP name), social media handles and accounts, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, spreadsheets, moral rights, personal information, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world, owned by PPP or its Affiliates.

Loss

includes losses, damages, costs, expenses, and liabilities, however arising, but not including those that are prospective or contingent or where the amount of which is not ascertained or ascertainable, and excludes loss of profit or expected profit, and diminution in value.

Match

has the meaning described in clause 4.1 of this Agreement.

Match Analysis Review

has the meaning described in clause 4.1.4.

Match Video

has the meaning described in clause 4.1 of this Agreement.

Monthly Meeting

has the meaning described in clause 4.4 of this Agreement.

Objectives

has the meaning described in clause 4.2.1 of this Agreement.

Party

means PPP and you, the parties to this Agreement.

Payment Plan

has the meaning described in clause 5.3.2.

Participant

means a valid participant of the Program, as determined by PPP.

Portal

means the PPP web based portal.

PPP, us, we, our

means Professional Player Pathway Pty Ltd ACN 675 463 895.

Privacy Policy

means the PPP privacy policy found on our website.

Program

means the professional player program as described at clause 2.1 of this Agreement.

Program Fees

means the fees payable to us under this Agreement as set out in the Sign Up Form.

Refund Policy

has the meaning described in clause 6.

Related Body Corporate

has the meaning provided in section nine (9) of the Corporations Act.

Secret Document

means PPP’s proprietary document to be provided to you as part of the Program.

Services

means the provision of the Program and coaching services to you as described in clause 2.3 and throughout this Agreement.

Sign Up Form

means the digital form signed between you and PPP accepting this Agreement.

Statistics

has the meaning described in clause 4.1.8 of this Agreement.

Term

has the meaning described in clause 2.2 of this Agreement.

Terms and Conditions

means the terms and conditions set out in this document.

Trial

means a trial at a professional club or training academy as described in clause 4.5 of this Agreement.

You, your

means the player and Participant of the Program, as set out in the Sign Up Form.

      26.2.        Interpretation

In this Agreement, unless the context requires otherwise:

   26.2.1.    a singular word includes the plural and vice versa;

  26.2.2.    if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

 26.2.3.    a reference to a Party to this Agreement or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns;

 26.2.4.    a reference to a person includes a corporation, trust, partnership, unincorporated body, government, governmental agency local authority statutory body, or other entity whether or not it comprises a separate legal entity;

26.2.5.    a reference to a clause, schedule, annexure, or party is a reference to a clause of, and a schedule, annexure, or party to, this Agreement and references to this Agreement include any schedules or annexures;

26.2.6.    a reference to a document or agreement (including a reference to this Agreement) is to that document or agreement as amended, supplemented, varied or replaced;

26.2.7.    a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted, or replaced, and includes any subordinate legislation issued under it;

26.2.8.    if any day on or by which a person must do something under this Agreement is not a Business Day, then the person must do it on or by the next Business Day;

26.2.9.    a reference to a year or a month means a calendar year or calendar month respectively;

26.2.10.    the meaning of general words is not limited by specific examples introduced by “including”, “for example”, “such as” or similar expressions;

26.2.11.    this Agreement is not to be interpreted against the interests of a party merely because that party proposed this Agreement or some provision in it or because that party relies on a provision of this Agreement to protect itself;

26.2.12.    headings, footnotes, and contents are for convenience only and do not affect the interpretation of this Agreement; and

26.2.13.    a reference to a monetary amount is a reference to the currency of Australia.