AutoFlip Buyer Agreement

Part A: AutoFlip Procurement Fees

Procurement Fee

For each Vehicle Bid that results in a Delivery of a Vehicle from a Seller to the Buyer, a Procurement Fee will be payable by the Buyer to AutoFlip in accordance with the terms of this Agreement and will be calculated on the value of the Vehicle as per the below table.

AutoFlip may increase the Procurement Fee at any time during the term of this Agreement provided that it provides 14 Business Days' prior notice of such increase to the Procurement Fee to the Buyer.

Notwithstanding the above, where the Buyer participates in an auction hosted on the AutoFlip Platform and makes a Vehicle Bid at such an auction that results in a Delivery of a Vehicle from a Seller to the Buyer, the Procurement Fee payable by the Buyer will be as stated by AutoFlip in the relevant announcement regarding such auction (or as otherwise notified by AutoFlip to the Buyer in writing before any such auction).

2. Cancellation Fee

If the Buyer decides to cancel any Vehicle Bid that has been accepted by AutoFlip in accordance with the terms of this Agreement, the Buyer is required to send an email to postdeal@autoflip.com.au, which must include a detailed explanation for the cancellation reason along with any supporting evidence, such as photos of the Vehicle or an inspection report (Cancellation Notice). Any Cancellation Notice must be sent within 24 hours after the Buyer conducts an inspection on the Vehicle (Cancellation Timeframe). If the Buyer cancels a Vehicle Bid without any valid grounds including, without limitation, a misdescription of the Vehicle by the Seller (which will be determined at AutoFlip's sole discretion), or fails to issue a Cancellation Notice to AutoFlip within the Cancellation Timeframe, a cancellation fee of $200 (including GST) will be payable by the Buyer to AutoFlip.

AutoFlip will provide notice in writing to the Buyer if it considers that a cancellation fee is payable, specifying the amount and the payment deadline. The Buyer must promptly pay any cancellation fee to AutoFlip, in accordance with any such notice issued by AutoFlip and the terms of this Agreement.
Any dispute or disagreement regarding the imposition of the cancellation fee on the Buyer will be resolved in accordance with clause ‎13 (Dispute Resolution). 

By engaging in any transaction contemplated under this Agreement or via the AutoFlip Platform, the Seller acknowledges and agrees to the terms of this "Cancellation Fee" clause.

Late Payment Fee

The Buyer agrees to settle all invoices within the timeframes as stated on the invoices issued by AutoFlip in accordance with the terms of this Agreement. Any overdue or unpaid balances of the Buyer under this Agreement will accrue interest at an interest rate of 5% per month, which will accrue from day to day until the outstanding balance is paid. Such interest will be added to the balance owing by the Buyer under the original invoice(s) issued by AutoFlip and becomes due and payable immediately.

Part B: Online Buyer Agreement – Terms and Conditions

This Agreement sets out the terms and conditions of the arrangement established between the Buyer and IDOM Innovations Pty Ltd trading as AutoFlip (ABN 87 638 825 751) (‘AutoFlip’) in relation to the Buyer's registration on, and use of, the AutoFlip online platform owned and operated by AutoFlip (‘AutoFlip Platform’) to bid for and purchase vehicles which are listed on the AutoFlip Platform.

If you agree with the terms of this Agreement, please sign and return an original copy by email. If you proceed to become a Buyer through AutoFlip or any online platform owned or operated by AutoFlip you agree that you are taken to be bound by the terms of this Agreement whether you sign this Agreement or not.

The terms of this Agreement will supersede any previous agreement between you and AutoFlip. For the avoidance of doubt, this Agreement only applies to the purchase of a Vehicle by the Buyer and any arrangement in relation to the sale of a vehicle by the Buyer via the AutoFlip Platform will be separately agreed in writing between the Buyer and AutoFlip.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Agreement means this agreement, including its schedules and annexures, and the Platform Terms.

Approved Persons means the person nominated by the Buyer to act on their behalf in transacting with AutoFlip.

Business Day means a day that is not a Saturday, Sunday, or a public holiday in Victoria.

Buyer means the entity described on page 1 of this Agreement.

Claim means, in relation to a person, any claim, allegation, cause of action, proceeding, Liability, suit or demand made against the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

Confidential Information means:

(i) the terms of this Agreement;

(ii) all business and financial information relating to AutoFlip and other members of its Group (including business and marketing practices);

(iii) all other information relating to AutoFlip which, by its nature, places or potentially places the Buyer at an advantage over its present or future business competitors;

(iv) any information of AutoFlip or other member of its Group that is marked “confidential” or would at law be considered their secret or confidential information; and

(v) Seller Information,
however, Confidential Information does not include information which:

(i) at the time of first disclosure by the AutoFlip to the Buyer is already in the public domain;

(ii) after disclosure by AutoFlip to the Buyer becomes part of the public domain otherwise than by disclosure in breach of the terms of this Agreement; or

(iii) is required to be disclosed by law.

Consequential Loss means loss of opportunity, sales, market, profits and anticipated profits (excluding Procurement Fees payable to AutoFlip in accordance with this Agreement), goodwill or reputation or any consequential loss and indirect loss of any nature.

Delivery means the completion of the delivery of a Vehicle from a Seller to a Buyer in accordance with clause ‎5.

Dispute has the meaning given in clause ‎13.1.

Group means a party and its related body corporates (as defined in the Corporations Act 2001 (Cth)).

GST means Goods and Services Tax.

Liability means, in relation to a person, any liability or obligation however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

Personal Information means information that is personal information for the purposes of the Privacy Act including information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not.

Platform Terms means the terms of use relating to the AutoFlip Platform (as set out on AutoFlip's website as at the date of this Agreement: www.autoflip.com.au/terms-and-conditions).

Privacy Act means the Privacy Act 1988 (Cth).

Procurement Fee means any fees payable by the Buyer to AutoFlip under this Agreement (including any default interest), as set out in Part A of this Agreement.

Representatives means the employees, agents or subcontractors from time to time of the party concerned.

Seller means a person or organisation who has approached AutoFlip to sell their vehicle.

Seller Information means information provided to the Buyer with details regarding the Seller including to effect inspection, delivery and any warranty registration or other information which may be required by the Buyer to fulfil the Buyers statutory obligations relating to registration.

Transfer Documentation means the Notice of Sale / Recipient Created Tax Invoice, the AutoFlip Deal Form, a Statement by a Supplier (Australian Taxation Office Document) and a Dealer Application for Transfer of Registration, and any other document notified by AutoFlip to a Buyer from time to time in writing.

Vehicle means a Seller’s vehicle which is the subject of a Vehicle Bid.

Vehicle Bid means a bid amount submitted by a Buyer for a Seller’s vehicle, inclusive of GST.

1.2 Interpretation

In this Agreement:
(a) all monetary amounts are stated in Australian dollars, unless provided otherwise;
(b) where the context permits, the singular includes the plural and vice versa;
(c) references to any “party” means a party to this Agreement and includes the successors, executors, administrators and permitted assigns (as the case may be) of that party;
(d) references to clauses and the Schedules are to clauses in and the Schedules to this Agreement (unless stated otherwise). Each such Schedule forms part of this Agreement;
(e) references to any document (however described) shall include references to that document as modified, novated, supplemented, varied or replaced from time to time;
(f) all references to legislation include all subordinate legislation, and any re-enactment of, or amendment to, that legislation and all legislation passed in substitution for that legislation;
(g) references to a month or a year are references to a calendar month or calendar year;
(h) a reference to anything (including a right, obligation or concept) includes each part of it;
(i) where the context permits, references to a “person” include an individual, firm, company, corporation or unincorporated body of persons, any public, territorial or regional authority, any government and any agency of any government or of any such authority;
(j) a reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets;
(k) related body corporate has the same meanings as in the Corporations Act 2001 (Cth);
(l) the table of contents and clause headings are for convenience only and are not intended to affect the interpretation of this Agreement;
(m) where any word or phrase has a defined meaning, any other grammatical form of that word or phrase has a corresponding meaning;
(n) any reference to “includes” or “including” are to be construed as indicative and non-exhaustive lists;
(o) if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated inclusive of that day; and
(p) interest under this Agreement:
(i) accrues daily; and
(ii) is calculated on the basis of the actual number of days on which interest has accrued and of a 365 days’ year.
(q) in the event of any inconsistency between any clause, any Schedule or other document incorporated by reference, this Agreement overrides any other documents incorporated by reference (including the Platform Terms), the clauses override the schedules, and the Schedules override any other incorporated documents incorporated by reference, to the extent of any inconsistency.

2. SELLER ACTING FOR BUYER

2.1 AutoFlip is authorised by the Seller to act on the Seller’s behalf to sell a Vehicle to Buyer.

2.2 The Buyer is only authorised to contact the Seller directly rather than through AutoFlip:
(a) at the time of the Vehicle inspection;
(b) at the time of entering into a purchase agreement of the Vehicle with a Buyer; or
(c) if directed by AutoFlip or its Representatives, provided that the Buyer and its Representatives must follow all directions from AutoFlip in communicating with a Seller, including any direction to cease contacting a Seller under any circumstances.

BUYER'S OBLIGATIONS

In performing its obligations under this Agreement and implementing any transactions contemplated under this Agreement, the Buyer must (and must ensure that its Representatives):
(d) behave in a courteous and respectful manner towards all of AutoFlip's Representatives and the Seller's Representatives approached via the AutoFlip Platform and any other persons whom the Buyer's Representatives encounter during the performance of its obligations under this Agreement (or otherwise in a manner that may cause AutoFlip to breach its legal obligations);
(e) ensure that it does not renegotiate with the Seller any price stated in a Vehicle Bid; and
(f) perform its obligations under this Agreement with a reasonable standard of care, skill and diligence and in accordance with applicable laws and any procedures set out in this Agreement (including with respect to the arrangements relating to Delivery set out in clauses ‎4 to ‎6).
2.3 In the event of the Buyer's failure to comply with clause ‎3.1 or the Buyer's breach of any obligations specified in this Agreement, AutoFlip reserves the right to (without prejudice to any of its rights under applicable laws):
(a) suspend the Buyer's account on the AutoFlip Platform; and/or
(b) terminate this Agreement in accordance with clause ‎12 and cancel the Buyer's account on the AutoFlip Platform.
2.4 AutoFlip will provide notice, as soon as reasonably practicable, to the Buyer if it has exercised its rights under clause ‎3.2.

3. VEHICLE PURCHASE PROCESS

3.1 A Vehicle Bid is valid for acceptance by AutoFlip on behalf of a Seller for:
(a) for 48 hours after receipt by AutoFlip; or
(b) for a period otherwise agreed in writing between AutoFlip and the Buyer.
AutoFlip will accept Vehicle Bids by providing written notice to the Buyer. The Buyer must contact the Seller within 24 hours as an initial response and conduct an inspection of the Vehicle within 5 business days. AutoFlip reserves the right to pass the Vehicle Bid to other buyers if the Buyer fails to contact the Seller or conduct the inspection of the Vehicle within the timeframes.
3.2 If AutoFlip accepts a Vehicle Bid, then the Buyer must provide AutoFlip with the Transfer Documentation as soon as reasonably practicable and in any event no later than within 48 hours after receiving written notice pursuant to clause ‎4.2. AutoFlip will complete and return the Transfer Documentation within two Business Days.
3.3 If the Buyer is unable to provide the Transfer Documentation to AutoFlip within 48 hours as set out in clause ‎4.3, the Buyer must advise AutoFlip as soon as possible.
3.4 AutoFlip may cancel a purchase, in respect of which a Vehicle Bid has been made by the Buyer and accepted by AutoFlip, at any time prior to Delivery by providing written notice to the Buyer. If AutoFlip cancels such a purchase it with have no Liability whatsoever to the Buyer and Buyer must hold AutoFlip harmless, and otherwise waives its rights to any Claims, in respect of such cancelled purchase.

4. DELIVERY

4.1 The Buyer agrees to, at no extra charge (unless agreed by AutoFlip in writing at the time the Vehicle Bid is accepted by AutoFlip), collect Vehicles directly from:
(a) the Seller; or
(b) another party or location if specified by the Seller.

4.2 AutoFlip will advise the Buyer of the pickup instructions for the Vehicle in writing upon or prior to AutoFlip accepting a Vehicle Bid.

5. TITLE & RISK

5.1 Title to, and risk in, a Vehicle passes from the Seller to the Buyer when the Buyer takes Delivery of the Vehicle pursuant to clause ‎5.

5.2 For the avoidance of doubt, the parties acknowledge and agree that AutoFlip is only acting on behalf of the Seller and title to and risk in a Vehicle will not pass to AutoFlip at any time.

5.3 AutoFlip does not take responsibility for a Vehicle and the Buyer indemnifies and holds AutoFlip harmless in respect of loss or damage that AutoFlip incurs in respect of a Vehicle once the Buyer has taken possession of the Vehicle pursuant to clause ‎5.

6. PAYMENTS BY BUYER

6.1 The Buyer will pay the Seller the full purchase price directly as set out in the Vehicle Bid and in the manner and to the relevant bank account agreed between the Buyer and the Seller.

6.2 The Procurement Fees will be due and payable in respect of every purchase of a Vehicle by the Buyer from a Seller in accordance with Part A and Part B of this Agreement. AutoFlip will provide the Buyer with an invoice for the Procurement Fee for a transaction relating to a Vehicle within 7 days after Delivery (or within 7 days of the expected Delivery, in the case of a cancellation fee).

6.3 Payment of the Procurement Fees to AutoFlip will be made by electronic funds transfer in immediately available funds to AutoFlip's bank account specified on page 4 of this Agreement unless otherwise agreed to between the parties in writing.

6.4 In the event that any outstanding Procurement Fees accumulated in the Buyer’s account are overdue for a period of more than 60 calendar days, AutoFlip may suspend the Buyer’s account on the AutoFlip Platform, and rights to undertake any further transactions using the AutoFlip Platform, including but not limited to, any functions and features on the AutoFlip Platform, or any other privileges associated with the Buyer’s account on the AutoFlip Platform.

6.5 In the event that the Buyer's account is suspended due to the aforementioned circumstances under clause ‎7.4, AutoFlip will provide written notice to the Buyer, which specifies the reason for the suspension, the duration of the suspension, and any actions required by the Buyer to rectify the suspension.

6.6 Once the Buyer has taken appropriate remedial measures, as required by AutoFlip, to address the outstanding Procurement Fees and rectify the aforementioned circumstances under clause ‎7.4, AutoFlip may, at its sole discretion, reinstate the Buyer's account of AutoFlip Platform. The reinstatement of the Buyer's account will restore the Buyer's access to the AutoFlip Platform, privileges, and capacity to resume transactions associated with the Buyer's account on the AutoFlip Platform.

6.7 The suspension of the Buyer's account on the AutoFlip Platform will not affect the Buyer's obligations to pay the outstanding Procurement Fees or comply with any other contractual obligations under this Agreement. AutoFlip reserves the right to pursue formal legal resolution of the Dispute or take additional actions to recover any amount of the outstanding Procurement Fees, including but not limited to, commencing legal proceedings.

7. SELLER DATA

7.1 All Seller Information is and remains the sole property of AutoFlip.

7.2 When collecting, storing, disclosing, and using Seller Information the Buyer must comply with:
(a) the Privacy Act;
(b) any AutoFlip privacy policy notified to the Buyer by AutoFlip;
(c) all other applicable laws; and
(d) all directions of AutoFlip, when collecting, storing, disclosing, and using Seller Information.

7.3 If the performance of the Buyer’s obligations under this Agreement involves the handling of Personal Information, the Buyer must:
(a) comply with the Privacy Act as if it were an APP entity (as that term is used in the Privacy Act);
(b) comply with all requests or directions of AutoFlip in connection with an obligation on AutoFlip under the Privacy Act;
(c) not transfer that Seller Information outside Australia or allow persons outside Australia to have access to that Seller Information; and
(d) take all necessary steps to ensure that such Seller Information is protected against misuse, loss and unauthorised access.

7.4 Without limiting clause ‎8, the Buyer must not:
(a) establish or maintain a database of Seller Information other than as is strictly necessary to carry out its obligations under this Agreement or as required by law; or
(b) add Seller Information to any marketing database, or otherwise use Seller Information for any marketing or promotional purpose, including soliciting business for aftermarket products or services.

7.5 Provided that the Buyer complies with clauses ‎8.3 and ‎8.4, nothing in this Agreement prevents the Buyer from providing goods or services to a Seller where the Seller has independently approached the Buyer for the goods or services.

8. CONFIDENTIALITY

8.1 The Buyer (‘Recipient’) must:
(a) maintain the confidentiality of the Confidential Information and use the information solely for purposes expressly contemplated by this Agreement;
(b) only disclose the Confidential Information to the Approved Persons on a need-to-know basis and, in the case of parties other than the purchasing Seller, only after making such persons aware of the confidential nature of the information;
(c) ensure that Approved Persons who receive or have access to Confidential Information observe all of the Recipient’s obligations under this clause ‎9;
(d) return any written document, drawings, forms, hardware, disks, photos, manuals and any other documents containing or prepared using Confidential Information immediately upon request by AutoFlip (‘Disclosing Party’) without retaining any copies, notes or extracts of such documents (and destroying any copies electronically stored);
(e) not utilise any Confidential Information to improve, construct or change another business so as to allow that business to compete with the Disclosing Party or its Group; and
(f) after the termination or expiry of the Agreement, not use any part of the Confidential Information or disclose any Confidential Information to any person.

8.2 The obligations in this clause ‎9 will continue indefinitely and survive the termination of this Agreement.

9. LIMITATIONS AND WARRANTIES

9.1 The Buyer agrees and acknowledges that to the fullest extent permitted by law:

(a) AutoFlip provides no warranty, guarantee or assurance, express or implied, to the Buyer in relation to the sale and purchase of any Vehicle by a Seller to the Buyer and any other services supplied to the Buyer under this Agreement or via the AutoFlip Platform by AutoFlip, and the Buyer agrees and acknowledges that it is fair and reasonable, in all the circumstances, for AutoFlip to do so; and
(b) AutoFlip has and is under no Liability (whether in negligence, under applicable law or otherwise) to the Buyer for any Claim of whatsoever nature in connection with the sale and purchase of any Vehicle by a Seller to the Buyer or any other transaction or dealing between a Seller and the Buyer (including any misrepresentation made by a Seller regarding a Vehicle, any fault or defect in the Vehicle, any failure by the Seller to deliver the Vehicle in a timely manner or at all, and any failure by the Seller to make good any defect in a Vehicle).

9.2 Notwithstanding anything else in this Agreement, neither party will be liable to the other party for any Consequential Loss.

9.3 AutoFlip's maximum aggregate liability for all Claims made or brought by the Buyer under or in connection with this Agreement is limited to an amount equal to all Procurement Fees paid by the Buyer from time to time.

10. REGISTRATION OF BUYERS

10.1 The Buyer may be provided with access to the AutoFlip Platform owned or operated by AutoFlip for the purpose of participating in online tenders and bidding on Vehicles listed for purchase.

10.2 The Buyer’s login details on the AutoFlip Platform are for the use of by the Buyer or its Representatives only and the Buyer agrees to maintain the confidentiality of the login details and agrees not to disclose such details to any person that is not a Representative of the Buyer. The Buyer must immediately notify AutoFlip in writing if any of its Representatives have disclosed or is suspected of disclosing or intending to disclose the login details for the AutoFlip Platform to any person that is not a Representative of the Buyer. The Buyer agrees to comply with (and procure that its Representatives comply with) any terms and conditions for use of an AutoFlip Platform that are in force from time to time.

11. TERM AND TERMINATION

11.1 The rights and obligations under this Agreement begin on the earlier to occur of the: (i) date this document is signed (or taken to be accepted) by all of the parties; and (ii) the date that the Buyer has been registered on the AutoFlip Platform, and end on the date this Agreement is terminated in accordance with this clause ‎12.

11.2 Termination by AutoFlip:
(a) AutoFlip may terminate the Agreement and cease to provide the Buyer access to the AutoFlip Platform and other services by providing 14 days’ prior written notice to the Buyer.
(b) AutoFlip may terminate the Agreement and cease to provide the Buyer access to the AutoFlip Platform and other services:
(i) immediately if AutoFlip reasonably suspects the Buyer has engaged in fraudulent or illegal conduct;
(ii) if the Buyer is in breach of this Agreement and fails to rectify the breach within the time period specified by AutoFlip; or
(iii) if the Buyer has breached this Agreement and such breach is incapable of remedy.

11.3 Termination by the Buyer
(a) If the Buyer does not have any active or outstanding Vehicle Bids or outstanding Procurement Fees payable to AutoFlip, the Buyer may terminate this Agreement by providing 14 days' prior written notice to AutoFlip by email and cease to be registered on the AutoFlip Platform.
(b) Any purported termination of this Agreement by the Buyer does not release the Buyer from or affect any accrued obligations under this Agreement.

11.4 Consequences of termination
Immediately upon termination:
(a) the Buyer must cease to use the AutoFlip Platform;
(b) any amounts owed by the Buyer to AutoFlip, whether under this Agreement or otherwise become immediately due and payable; and
(c) the Buyer must at the direction of AutoFlip destroy or delete any copy or copies of the AutoFlip Platform or any information collected from the AutoFlip Platform the Buyer has in its possession or control.

12. DISPUTE RESOLUTION

12.1 A party must not commence court proceedings (other than seeking injunctive or other emergency relief against the other at any time) in respect of a dispute arising out of or in connection with this Agreement or any transaction contemplated by this Agreement (Dispute) without first complying with the provisions of this clause ‎13.

12.2 In case of any Dispute:
(a) the party claiming a Dispute must notify the other party in writing of the Dispute and provide reasonable details of the Dispute;
(b) a senior representative of each party, who shall each have authority to settle the Dispute, meet (either in person or via teleconference) in good faith as soon as reasonably practicable and in any event no later than 10 Business Days after a written notice from either party to the other; and
(c) the parties must use their reasonable endeavours to negotiate and attempt to resolve the Dispute before commencing court proceedings.

12.3 If the Dispute cannot be resolved by negotiation as set forth in clause ‎13.2 above, then either party may pursue court proceedings to resolve the Dispute in accordance with clause ‎17.1.

12.4 All negotiations shall be conducted in strict confidence. Those negotiations shall be without prejudice to the rights of the parties (and shall not be used in evidence or referred to in any way without the prior written consent of both parties) in any future court proceedings except in so far as necessary to enforce any compromise agreement entered into by the parties.

13. INDEMNITY

13.1 The Buyer agrees to indemnify and keep indemnified and hold AutoFlip harmless from and against all Claims which AutoFlip may have against the Buyer of whatsoever nature arising under or in respect of a breach by the Buyer of its obligations under this Agreement.

14. NOTICES

14.1 A notice must be:
(a) in writing, in English and signed by a person authorised by the sender; and
(b) hand delivered or sent by:
     (i) prepaid post;
     (ii) registered courier; or
     (iii) email or other electronic means,
to the relevant party's address set out on page 1 of this Agreement (in the case of the Buyer) or page 4 of this Agreement (in the case of AutoFlip).

15. AMENDMENT AND ASSIGNMENT

15.1 Amendment
Except as otherwise expressly provided in this Agreement, this Agreement can only be amended or replaced by another document executed by the parties.

15.2 Assignment
A party may only assign, encumber, declare a trust over or otherwise deal with its rights under this Agreement with the written consent of the other party.

16. GENERAL

16.1 Governing Law
(a) This Agreement is governed by the law in force in Victoria, Australia.
(b) The parties submit to the non-exclusive jurisdiction of the courts having jurisdiction in Victoria, Australia and any courts, which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.

16.2 Severability
Any provision of this Agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid or unenforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Agreement or affecting the validity or unenforceability of that provision in any other jurisdiction.

16.3 Variation of rights
The exercise of a right partially or on one occasion does not prevent any further exercise of that right in accordance with the terms of this document. Neither a forbearance to exercise a right nor a delay in the exercise of a right operates as an election between rights or a variation of the terms of this document.

16.4 Entire Agreement
This Agreement is the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.

16.5 Giving effect to this document
Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that any other party may reasonably require to give full effect to this Agreement.

16.6 Liability for expenses
Each party must pay its own expenses incurred in negotiating, executing and registering this Agreement, and any other ancillary documents in connection with this Agreement.

16.7 Counterparts
This Agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this document, all of which together constitute one agreement. It is agreed that this Agreement may be executed electronically and an executed electronic copy of the same shall serve as a legal and binding contract with the same force and effect as the original.

17. EMAIL MARKETING

17.1 Email Marketing
The buyer agrees to receive occasional promotional communications from AutoFlip and can unsubscribe via email at any point.