Wholesale Terms & Conditions

Please read these Terms carefully as they contain important information regarding Your rights and obligations under this agreement and Your dealings with us.

These terms and conditions are used by all of our customers and these Terms are to be read together with the Credit Application & Security Agreement (if applicable).

Definitions

In these terms and conditions:

Credit Account Customers means - see clause 5.2.3.
Credit Application & Security Agreement means the credit application and security agreement of Monastery Coffee.
Customer Order means each tax invoice, quotation, order or other paperwork provided by us to You which describes the Goods or services to be provided by us to You.
Equipment means the coffee making and brewing equipment and accessories provided by us (or our agent or supplier) to You.
Goods means the goods, products, materials or Equipment provided by us to You, and includes other equipment and goods described in a Customer Order.
Minimum Order means the minimum amount of Goods which You must purchase from us as notified by us to You from time to time.
Monastery Coffee or us or we or our means Monastery Coffee Pty Ltd (ACN 164 612 597) and includes its successors and permitted assigns and any person acting on behalf of and with the express authority of the company.
PPS Act means - see clause 18.1.
Site includes the place or places where You carry on business and where the Equipment is stored from time to time.
Terms means the terms and conditions set out in these standard terms and conditions, including such other terms agreed by Monastery Coffee and You in writing.
Rental Term means the term referred to in clause 8.2 (as extended); and includes any holding over period under clause 8.17.
You or Your means the person, firm or organisation (including you) entering into, or that has entered into, a contract, transaction or arrangement to obtain Goods or services from us or our agents as specified in any invoice, document or Customer Order.
if there is more than one customer, these Terms bind them jointly and each of them severally.
nothing in these Terms constitute a relationship of employer and employee, partnership, principal and agent, or joint venture between the parties.
the words "include", "including", "for example" or "such as" are not used as, nor are they to be interpreted as, words of limitation, and, when introducing an example, do not limit the meaning of the words to which the example relates to that example.
the whole or any part of any clause of these Terms that is illegal or unenforceable will be severed from these Terms and will not affect the continued operation of the remaining provisions of these Terms. A waiver only affects the particular obligation or breach for which it is given. It is not an implied waiver of any other obligation or breach or an implied waiver of that obligation or breach on any other occasion.
the failure of a party at any time to insist on performance of any obligation under these Terms is not a waiver of its right to insist on performance of that obligation or to claim damages unless that party acknowledges in writing that the failure is a waiver.
You agree to notify us in writing at least seven (7) days prior to any change whatsoever in Your ownership structure or control and, You further, indemnify us against any loss or damage that may result from Your failure to notify us of any such change.

Application

The Terms apply to each contract, transaction or arrangement arising in respect of the supply of Goods or services by us to You. These Terms supersede any previous written or oral agreements or understandings (if any) entered into between us and You in connection with the supply of Goods or services.

Offer and Acceptance

In acceptance of the Customer Order, You warrant that You have not relied on any representation by Monastery Coffee other than as supplied in writing in that order.
We may in our absolute discretion agree to provide credit to You on terms set out in our Credit Application and Security Agreement documentation or such other terms determined by us. You are deemed to have accepted our credit terms (include those terms set out in our Credit Application and Security Agreement documentation (or such other documentation provided by us)) where You place any order or otherwise deal with us after receiving the agreement(s).
We may in our absolute discretion require You to complete a deed of guarantee and indemnity before the supply of Goods or services.
You acknowledge that all purchases are made relying solely upon Your own skill and judgment.

Prices

Prior to the acceptance by us of Your Customer Order, we reserve our right to vary prices at any time by giving notice by any means to You to reflect increased supply costs or expenses or like costs.
Unless otherwise expressly stated, the quoted price for Goods excludes the costs of transportation of any Goods to the Site.

Payment

You must, within the time specified in Your Customer Order pay Monastery Coffee the total amount set out in any and all invoices provided by us to You in full and with no deduction or set-off. If no time is specified with the Customer Order or invoice delivered to You, payment of the amount specified in the Customer Order or invoice is payable within 7 days from delivery of the Goods.
At our sole discretion:

a deposit or deposits may be required prior to the Goods being delivered;
we may require You to pay in cash;
we may agree to supply credit to customers/You in accordance with our Credit Application and Security Agreement documentation (Credit Account Customers).

If a deposit is so requested by us, You acknowledge that we are under no obligation to supply Goods or provide you with services until the deposit is received by us in full.
Unless otherwise notified by us, where payments are made by credit card, a surcharge of 1.2% will apply to all payments made by Visa Card or Master Card whilst a rate of 2.0% will apply to American Express Card payments. However, no surcharge will apply to payments made via EFT (Electronic Funds Transfer) directly to our bank account.
Credit Account Customers are required to pay all amounts for purchases, in full and with no deduction or set-off, within 7 days from delivery of Goods made to that Credit Account Customer or its agent or such other date notified by us.
If You (including a Credit Account Customer) fail to make any payment by the due date, all monies owing to Monastery Coffee will become immediately due and payable, and we may in our discretion:

refuse, change or withdraw the credit account for You;
cease to provide Goods, or withhold delivery of Goods, until all monies have been paid in full;
exercise our rights under clause 14.

Interest on overdue amounts may be charged at a rate of 1.5% per calendar month or part thereof and You will be liable for, and expressly undertake to pay, all such interest.
Should it be considered necessary by us to incur legal or other expenses, including any such expenses to any debt collection agency, in obtaining, or attempting to obtain, payment for any amount due by You, You will be liable for all such expenses.
Amounts received by us may be applied first against interest, charges and expenses.
Any payment made by You or on Your behalf which is later avoided by the application of any Federal or State legislation or regulation or law shall be deemed not to discharge Your indebtedness and, in such an event, the parties are to be restored to rights which each respectively would have had if the payment had not been made.
You are liable for, and expressly undertake to pay, all fees (including an including an administration fee in an amount to be set from time to time by us) incurred as a result of a cheque or electronic banking transaction being dishonoured for whatever reason.
If You provide us with details of Your credit card then:

You warrant that You are authorised holder of that credit card; and
You authorise us, and You warrant that You have the power to authorise us, to debit, deduct from, or otherwise charge, that credit card for any monies owing to Monastery Coffee.

You agree to indemnify Monastery Coffee and keep Monastery Coffee indemnified from and against any liability and any loss or damage Monastery Coffee may sustain as a result of breach of any of the warranties referred to in clause 5.12.

Delivery and Supply of Goods and Returns

Delivery of any Good occurs when the Good is delivered by us to You or our agent, or to a storage location designated by You, unless otherwise agreed in writing between You and Monastery Coffee.
Delivery dates of Goods are estimates only. We will not be liable for any loss for failure to deliver Goods by the date stated by us.
You must promptly supply us with all information necessary to deliver the Goods.
Notwithstanding the Retention of Title provisions as per Clause 15 of these Terms, the risk in Goods will pass to You upon delivery of those Goods to You or a place nominated by You.
We may without liability to You delay or cease delivery, or restrict the supply, of any Good to You and You acknowledge that we are not liable for such delay or restriction.
You may cancel the delivery of Goods at any time before we have arranged delivery of these Goods to You or a person nominated by You.
If You cancel delivery of Goods, You will be liable for any costs incurred by us up to the time of the cancellation including, but not limited to, any re-stocking fees incurred by us.
Returns will be accepted only if prior arrangements have been made with the Company and charges, including but not limited to re-stocking fees, may apply.

Insurance of Goods

You must insure the Goods (which includes Equipment) to their full insurable value against loss or damage by fire burglary theft lightning explosion earthquake riot impact of vehicles water damage flood consequential loss and such other insurable risks as we may reasonably require and notify to You.
You must also obtain insurance for loss and other consequential losses arising from breakdown of Equipment.
If requested at any time by us, You must:

produce receipts, insurance certificates or other evidence of payment of the premiums or other fees;
in respect of the Equipment - note us as an interested party on Your insurance policy/polices; and
make an insurance claim if that claim may benefit any loss suffered by us. You must pass on any benefit obtained from that insurance claim to us to cover any loss suffered by us.

You agree to indemnify Monastery Coffee and keep Monastery Coffee indemnified from and against any liability and any loss or damage Monastery Coffee may sustain as a result of breach this clause 7.

Equipment

If we provide Equipment to You by way of hire or lease or such other arrangement agreed to between us (Equipment Lease), then the following sections in this clause 8 apply.
The rental term is:

the period referred to in Your Customer Order; or
in any other case – the period commencing on the date that You receive the Equipment (Receipt Date) and ending on the earlier of:

the date that You cease to acquire coffee from us;
upon 24 hours’ notice from us to You

provided that the rental term may terminate earlier under clause 8.18.

During the Rental Term or whilst You are in possession or control of the Equipment (whichever period is longer), You:

must pay us the equipment rental fee (if any) in the amount and manner described in Your Customer Order (Rental Fee); and
are liable for any loss resulting from, or damage caused to, the Equipment; and
must maintain insurance in respect of the Equipment in accordance with clause 7 above.

We may provide You with the Equipment free of charge during the Rental Term subject to You meeting the Minimum Order requirements described in Your Customer Order. If at any time You do not meet the Minimum Order then we may (in or discretion) charge you a rental fee.
All coffee used in the Equipment must be purchased from us.
Notwithstanding any other provision of these Terms, the Equipment shall at all times remain our property and is returnable on demand to us pursuant to these Terms. At no time, shall title in the Equipment pass to You unless otherwise agreed to in writing between You and us.
During the Rental Term you must (at Your cost):

maintain and service the Equipment to our satisfaction (including the replacement of seals, filters, grinding discs and hoses); and
follow any installation, operation, cleaning or maintenance program or process directed by us; and
repair or fix Equipment caused by unauthorised servicing, extraordinary wear and tear, alteration, tampering with parts, misuse, negligence, fire, theft, loss or damage.

If the Equipment (or any part of the Equipment) is returned to us, or we otherwise take possession of Equipment (or any part of the Equipment), before the expiration of the Rental Term (Returned Equipment), You acknowledge that You are liable to pay us the rental fees that relate to the Returned Equipment until:

the expiration of the Rental Term; or
the date that we re-hire or re-lease the Returned Equipment

whichever occurs first.

In addition to the costs referred to above, we may charge you a service fee (if any) described in Your Customer Order (Service Fee) on each occasion that we arrange, or undertake, the maintenance or servicing of the Equipment. You must pay us the Service Fee immediately after the completion of such maintenance by us or our representatives.
You are also liable for the following costs:

our costs in arranging the Equipment to be delivered and installed at the Site (Setup Costs). Unless otherwise stated by us, the Setup Costs is equal to $550.00 (inc GST) plus delivery fees. You must pay us the Setup Costs immediately after the Equipment has been installed at the Site;
our costs in arranging the Equipment to be removed and uninstalled from the Site (including delivery costs of the Equipment to us) (Removal Costs). Unless otherwise stated by us, the Removal Costs is equal to $550.00 (inc GST) plus delivery fees. You must pay us the Removal Fee immediately after the Equipment has been installed at the Site.

If You do not return the Equipment to us in the condition in which it was delivered, except for normal wear and tear, we retain the right to charge the price of repair or replacement of the Equipment.
You must not remove the Equipment from the Site in which the Equipment was initially delivered or installed without the prior written consent of Monastery Coffee.
Except as required by law, we will not be liable for any direct, indirect, consequential or incidental damage to Your business or property or for injuries to any person which may result from the use of the Equipment.
You agree to indemnify us, and keep us indemnified, against all costs and loss or damage including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks and will effect adequate public liability insurance covering any loss, damage or injury to property or persons arising out of the use of the Equipment. Further, You will not use the Equipment nor permit it to be used in such a manner as would permit an insurer to decline any claim.
You must immediately notify us if You intend to sell, transfer or close Your business or if the Site is due to close or otherwise become inaccessible (for any period exceeding 7 days) (Advisable Events). These Terms (and our arrangement) will be deemed to have terminated with immediate effect if:

an Advisable Event occurs; or
in our reasonable opinion, an Advisable Event is likely to occur.

Except as provided for in this clause, this clause does not limit the application of any other provision of these Terms.
If You maintain possession or control of the Equipment after the expiration of the rental term referred to in clause 8.2, You will be deemed to hold the Equipment on a month to month basis on the same terms and conditions contained in these Terms (Monthly Arrangement). In respect of terminating this arrangement:

You can terminate the Monthly Arrangement at any time upon given us 30 days written notice to terminate the Monthly Arrangement (in which case the Monthly Arrangement will end 30 days from the date of that written notice).
We can terminate the Monthly Arrangement at any time upon given You upon 24 hours’ notice to terminate the Monthly Arrangement (in which case the Monthly Arrangement will end 24 hours from the date of that notice).

For the avoidance of doubt, You must continue to pay the rental fees during the period of the Monthly Arrangement.

If You are in breach of your obligations under these Terms (including your obligations under this clause 8), then we may terminate the Equipment Lease upon 24 hours’ notice to You. You must immediately return the Equipment to us in accordance with our directions if any of the following occur:

you are in breach of these Terms;
our arrangement with You ends for any reason; or
the Equipment Lease is terminated or ends for any reason.

To the extent of any inconsistencies between the terms of this clause 8 and the other terms of these Terms, the terms of this clause 8 will prevail.

Access

You must allow us access to the Site:

at any time to inspect the condition of the Goods (including the Equipment) subject to 48 hours’ notice by us to You;
at any time upon the termination of these Terms (or our arrangement with You) to collect the Equipment and any other Goods which You have not paid for;
within 7 days of the expiry of the Rental Term to collect the Equipment (if applicable).

Warranty

Any warranty as to the Goods on the part of You is limited to the written warranty provided by the manufacturer of those Good. Warranty does not include routine maintenance services of Equipment.
We reserve our right to make null and void the warranty should the Goods be modified, altered, damaged or put to any undue stress other than in the way the Goods were designed to perform.
We warrant that Goods supplied shall be of merchantable quality provided that the Goods are used for their intended purpose. Where the Good is used contrary to any reasonable instructions provided by us the warranty is excluded.
Without limiting clause 10.3, and to the extent permitted at law, we expressly exclude all statutory warranties including but not limited to all warranties relating to title, defects or conformity of the Goods.
Notwithstanding any other provision of these Terms, in no circumstance (whatever the cause) are we liable in contract, tort including without limitation, negligence or breach of statutory duty or otherwise to compensate You for:

any increased costs or expenses;
any loss of profit, revenue, business, contracts or anticipated savings;
any loss or expense resulting from a claim by a third party; or
any loss or damage, including any consequential loss or damage, arising from any delay in delivery or failure to deliver any Goods or service, either whole or in part, due to circumstances beyond our control or for any other reason in connection with these Terms.

We do not give, and You acknowledge that You do not rely on, any warranty, representation or undertaking as to the fitness, quality, condition or suitability of the Goods for Your business or for any other purpose.

Intellectual Property Indemnity

All intellectual property created by or on behalf of us in relation to the supply of the Goods by us will be and remain the sole property of Monastery Coffee. You do not acquire any rights in our intellectual property under these Terms, other than the right to use such intellectual property within Your business, and You agree that You will not exploit, replicate, reverse-engineer or use for any other purpose our intellectual property or any materials or documents in which the intellectual property is recorded.
You acknowledge that all technical information, advice, know-how, drawings, designs and samples submitted to You by are confidential and the proprietary information of Monastery Coffee. You will keep all such information secret and confidential and will not disclose it or any part thereof to any person without the express written authority of us.

Marketing materials

You grant us the right to:

take photographs, film, videotape or other images of the Goods located at Your premises, and to use, reproduce, publish, edit, modify, dispose of or otherwise deal with those images; and
reproduce and publish Your name and trademarks, and disclose the fact that we have provided Goods to You.

Confidentiality

You must keep confidential all confidential information (Confidential Information) of Monastery Coffee that comes into Your possession or control in connection with these Terms or otherwise (including without limitation the intellectual property and proprietary information referred to in clause 11).
The obligations of confidentiality under these Terms do not extend to information that:

is public knowledge (otherwise than as a result of a breach of these Terms); or
is required by law to be disclosed.

You must promptly return to us all Confidential Information upon request.

Cancellation

We may cancel or postpone delivery of Goods at any time before Goods are delivered by giving notice to You by any means.
You acknowledge and agree that we are not be liable for any loss or damage, including any consequential loss or damage, as a result of any cancellation or postponement.

Retention of Title

Subject to clause 8, Title in all the Goods supplied shall remain vested in us and shall not pass to You until all monies owing to us by You together with all collection, repossession and/or legal costs incurred have been paid in full. If any of the Goods are damaged or destroyed prior to the title passing to the Customer, we are entitled, without affecting any other rights and remedies under this agreement, to any insurance proceeds payable for the Goods in accordance with the PPS Act.
The Goods, whether as separate chattels or as components, and the proceeds from the use or sale of the Goods, shall be stored in such a manner as to be clearly identifiable and traceable as the property of us until title has passed to You.
We may demand at any time until title has passed to You that You return the Goods or any part of them to us.
If You default in the payment of any monies owing to us, we and our employees or agents shall have the right to enter without notice upon the Site or any other premises where the Goods are known to be stored (and You must ensure that we have the right to enter such premises at all times) to repossess the Goods and for this purpose You shall grant reasonable access rights and us, our employees or agents shall be entitled to do all things required to secure repossession or render inoperative such Goods or associated equipment by the removal of some component, part or device therefrom.
We may, without notice to You, resell any Goods we repossess under this clause. If we repose and sell any Goods under this clause, we will repay to You such amounts (if any), up to the amount paid by You for the relevant Goods, remaining after deduction of all costs and expenses incurred by us in exercising our rights under this clause (including repossession, selling and storage costs, and revaluing the Good to ascertain its resale value). The amount payable by us under this clause will be reduced in accordance with any reduction in the value of the Good due to damage while in Your possession or control.

GST

Unless specifically described as 'GST inclusive', any consideration to be paid or provided for a supply by us to You does not include any amount on account of goods and services tax, or any similar tax applicable in Australia (GST). Where any supply is subject to GST (other than a supply the consideration for which is specifically described as 'GST inclusive'), You must, at the same time and in the same manner as the GST exclusive consideration is payable or to be provided for that supply, pay to us an amount equal to the GST payable by us in respect of that supply.

Legislation

You warrant that the Goods are supplied by us for the purposes of a business, and that the provisions of the National Credit Code contained in the National Consumer Credit Protection Act 2009 (Cth) do not apply.
Where the Customer purchases the Goods for resupply, the Customer indemnifies Monastery Coffee to the maximum extent of the law for all claims arising from the resale and use by the Customer’s purchaser.

Personal Property Securities Act 2009 (Cth)

For the purpose of these Terms, as appropriate, any words contained in the subsequent clauses have the respective meanings as defined in the Personal Property Securities Act 2009 (Cth) (PPS Act) and the parties acknowledge that:

You are the grantor,
we are the secured party;
the Goods, which are commercial property, are the collateral; and
attachment occurs on acceptance of Your Customer Order.

You agree that where the Goods are supplied on credit (or leased or hire) by us to You then:

You charge, and agree to charge, all of the Goods with payment of all amounts owed in accordance with these Terms;
You confirm that the Goods are held on trust for us; and
You hold the Goods subject to the powers and rights of us contained or implied in these Terms and the PPS Act.

You acknowledge these terms give rise to a Security Interest in favour of us, which we may, in our discretion, affect a registration on the PPS Act register (in any manner we deem appropriate) in relation to any security interest arising under or in connection with or contemplated by these Terms.
You waive Your right to receive notice of a verification statement in relation to any registration by us on the register.
You agree to promptly execute any documents, provide all relevant information, fully cooperate with us and do any other act or thing that we require to ensure that we have a perfected security interest in, and has priority over any other security interests in, the Goods or otherwise. If You do not provide the necessary details to complete a valid financing statement for the purposes of the PPS Act, then You agree that, until all monies owing to us are paid in full, You shall not sell or grant any other security interest in the Goods.
You must not:

register a financing change statement in respect of the Security Interest; or
agree to or create another Security Interest in the Goods;

without our prior written consent.

If Chapter 4 of the PPS Act would otherwise apply to the enforcement of a security interest arising in connection with these Terms, You agree that the following provisions of the PPS Act will not apply to the enforcement of these terms: section 95 (notice of removal of accession), to the extent that it requires us to give a notice to You; section 96 (when a person with an interest in the whole may retain an accession); subsection 121(4) (enforcement of liquid assets – notice to grantor); section 125 (obligation to dispose of or retain collateral); section 130 (notice of disposal), to the extent that it requires s to give a notice to You; paragraph 132(3)(d) (contents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); subsection 134(1) (retention of collateral); section 135 (notice of retention); section 142 (redemption of collateral); and, section 143 (reinstatement of security agreement).
Notices or documents required or permitted to be given to us for the purpose of the PPS Act must be given in accordance with the PPS Act.
We will not to disclose information of the kind mentioned in subsection 275(1) of the PPS Act except in circumstances required by paragraphs 275(7)(b)-(e).
If we receive any notice in relation to You under section 64 of the PPS Act, all outstanding monies may, at our discretion, become immediately due and payable.
You agree to reimburse us, upon demand, for all costs and/or expenses incurred or payable by us in relation to registering or maintaining any financing statement, releasing in whole or in part our security interest or any other document in respect of any security interest.

Privacy

You hereby authorises us to collect, retain, record, use and disclose consumer and/or commercial information about You, in accordance with the Privacy Act 1988 and subsequent amendments, to persons and/or legal entities who are a solicitor or any other professional consultant engaged by us, a debt collector, credit reporting agency and/or any other individual or organisation which maintains credit references and/or default listings.
We may give information about You to a credit reporting agency for the purposes of obtaining consumer and commercial credit reports and/or lodging consumer and commercial defaults on Your credit file. This information may be given before, during or after the provision of credit to You and will be in accordance with the Privacy Act 1988 and subsequent amendments.

Indemnity

To the full extent permitted by law, You will indemnify us and keep us indemnified from and against any liability and any loss or damage we may sustain, as a result of any breach, act or omission, arising directly or indirectly from or in connection with any breach of any of these terms and conditions by You or Your representatives.

Assignment

You may not assign or transfer any of Your rights or obligations under these Terms to any other person without our prior written approval which may be withheld by us in our absolute discretion. We may assign or transfer any of our rights or obligations under these Terms to any other person without Your consent.

Termination

These Terms will continue in force until terminated in writing by either party.
We may terminate these Terms (and our arrangement with You) with immediate effect upon written notice to You if:

You suffer an insolvency event, including if a receiver/receiver and manager, liquidator, provisional liquidator, administrator, trustee in bankruptcy or other like person is appointed, or a scheme of arrangement is proposed or approved in respect of You, or a deed of company arrangement is proposed or approved in respect of You, or a mortgagee enters into possession of any of Your assets or an application is made for the winding up or sequestration of the estate of You; or
You breach a term of these Terms, and fail to remedy that breach within 7 days of a written notice requiring it to do so; or
there is a breach by You in the due observance and performance of any material obligation on Your part to be performed under these Terms and that breach is not, in our reasonable opinion, capable of being remedied; or
You sell, transfer of other cease operating Your business without our consent.

Upon termination of these Terms:

all monies owing to us will immediately become due and payable;
You must cease using the Equipment;
You must continue to pay us the rental fees determined under clause 8;
we will cease the supply of Goods or services;
all Goods which have not been paid for by You or any Goods (including Equipment) which are being leased (or hired) to You will (at Your cost) immediately be returned to us;
we may, in our discretion, exercise our rights under clause 15;
You will be required to reimburse us for all reasonable costs incurred by us, up until the date of termination, in connection with the supply of Goods and services up to termination.

Termination of these Terms will not affect any accrued rights or remedies any party may have as at the date of termination.

Force Majeure

Neither Monastery Coffee nor You shall be liable for any breach of any provision of any contract between them arising from an act of their respective God, natural disaster, terrorism, war or any other, specified or un-specified, occurrence beyond the control of either party.

Variation of Terms

These Terms may be amended or superseded from time to time by notice given by us by any means.
You must notify us immediately if You do not agree with any amendment made by us.
Where You place an order or request a service after provision of the amended Terms, You are deemed to have accepted the variations.

Jurisdiction

These Terms shall be read and construed in accordance with the laws of the State of South Australia and, where applicable, the Commonwealth of Australia and You submit to the non-exclusive jurisdiction of the courts of South Australia in respect of any dispute or any other matter arising out of these Terms.
Should a dispute arise between You and us, either party may refer the dispute to mediation by the Australian Disputes Centre (ADC) for resolution in accordance with the Guidelines for Commercial Mediation of the ADC. Each party must bear its own costs of resolving a dispute under this clause and the parties must bear equally the costs of any appointed person and independent premises used for resolving or attempting to resolve a dispute. For the avoidance of doubt, if a party refers a dispute to mediation under this clause then the other party (or its representative) must attend such mediation.
If a dispute is not resolved under subclause 25.2 within 30 days, a party that has complied with this clause may terminate the dispute resolution process by giving notice in writing to the other party.