Terms and Conditions

1. Definitions

Operator means CRYOTECH INDUSTRIES PTY LTD (ABN 69 682 955 291) and its affiliates, officers, employees, and subcontractors. Clientmeans the person or entity receiving the Services. Goods means the products, packages, pallets or other items delivered by or on behalf of Client into the Operator's possession for Services, including all packaging or containers. Services includes all warehousing, storage, order processing, fulfillment, pick/pack, handling, transportation arrangements, returns processing, and other logistics operations performed by the Operator.Carrier means any third-party carrier or freight service engaged by the Operator to transport Goods. ACL means the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)). Force Majeure means events outside a party's reasonable control, including natural disasters, strikes, war, epidemics, government orders, or carrier disruptions.

2. Provision of Services

No Common Carrier

The Operator is not a common carrier and accepts no liability as such. The Operator may in its discretion refuse to handle, store or transport any Goods at any time without liability, including if Goods are unsafe, unlawful or otherwise objectionable.

Subcontractors & Carriers

The Operator may subcontract or delegate performance of any part of the Services to carriers or other subcontractors. All such carriers and subcontractors are independent contractors, not the Operator's employees or agents. The Client must not bring any claim against any subcontractor or the Operator's personnel in connection with the Services. To the maximum extent permitted by law, every exemption, limitation, defense and immunity of liability available to the Operator under these Terms extends to protect all subcontractors, carriers, and the Operator's employees and agents.

Modes of Transport

The Operator will use reasonable efforts to follow the Client's preferred shipping or handling instructions, but the Operator retains sole discretion to deviate from instructions or select alternate means, routes, or carriers for handling and transporting Goods when necessary. The Operator may comply with any lawful order or recommendation by authorities (e.g. customs, law enforcement) regarding the Goods, and such compliance will not be deemed a breach of these Terms.

Delivery and Undeliverable Goods

The Operator will arrange delivery of Goods to the delivery address provided by the Client or its customer. Delivery shall be deemed complete if a receipt or delivery confirmation is obtained (including electronic confirmation or a carrier's record). If a delivery location is unattended or delivery cannot be completed, the Operator may leave the Goods at the address or have them returned to storage at the Client's expense. Any Goods that remain undelivered or are returned to the warehouse will be stored or returned to the Client at the Client's cost, and the Client agrees to pay any applicable storage or return delivery fees.

Force Majeure

The Operator is not liable for any failure or delay in performing Services or any loss or damage to Goods due to causes beyond its reasonable control, including but not limited to carrier delays, airline or shipping cancellations, port or customs delays or seizures, pandemic, natural disasters, acts of God, war, terrorism, labor strikes, or governmental actions. In any such event, the Operator's obligations are suspended for the duration of the event and the time for performance will be extended as reasonably necessary. The Operator will promptly notify the Client of significant force majeure events affecting performance. If a force majeure event prevents performance for more than a reasonable period, the Operator may terminate the affected Services without liability.

3. Client Obligations and Warranties

Accurate Information

The Client must provide complete and accurate information in connection with the Goods and Services. This includes but is not limited to descriptions of Goods, quantities, weights and dimensions, packaging details, commodity classifications, delivery instructions, and recipient details. The Operator relies on information provided by the Client, and will not be liable for any loss, error, delay or additional charges arising from inaccurate or incomplete information provided by the Client. The Client agrees to promptly update the Operator of any new or corrected information as needed.

Compliance and Condition of Goods

The Client warrants that: (a) it is either the owner of the Goods or has the authority of the owner to engage the Operator for the Services; (b) the Goods (and their carriage or storage) are lawful and not prohibited or subject to any import/export ban, sanctions or other government restrictions; (c) the Goods are not Dangerous Goods except as disclosed and approved under clause 4 below; (d) the Goods are properly and sufficiently packaged to withstand ordinary handling, storage, and transport, and are appropriately labeled, with any special handling requirements clearly communicated; (e) the Goods do not include any undeclared hazardous or noxious substances, and will not contaminate or damage other goods or the warehouse; (f) the Goods are in good order and condition at the time of handover to the Operator (except as disclosed); and (g) the Client has complied with all applicable laws relating to the Goods (including any relevant Dangerous Goods, customs, biosecurity, privacy, and transport safety laws). The Client must provide all documents, permits, licenses, safety data sheets, or other information required for legal compliance or safe handling of the Goods.

Prohibited and Special Goods

The Client must not tender for storage or shipment any Goods that are prohibited by the Operator's Prohibited Goods Policy or any Goods that require special handling, temperature control, or security measures, except with the Operator's prior written consent. Without limiting the foregoing, Dangerous Goods (as defined by applicable transport or safety regulations) and Temperature-Controlled Goods (goods requiring refrigeration or specific temperature range) will not be accepted unless expressly agreed in writing in advance. If the Operator agrees to handle any Dangerous Goods or special goods, the Client must strictly follow any additional instructions and packaging requirements provided by the Operator and applicable law. If any Goods delivered to the Operator are (in the Operator's reasonable opinion) hazardous, illegal, or otherwise prohibited or if the Client breaches this clause, the Operator may at its sole discretion refuse, isolate, quarantine, or dispose of such Goods without notice and without liability to the Client, at the Client's cost. The Client will be liable for all loss, damage or expense arising out of any misdeclaration or unauthorized tender of prohibited or dangerous Goods, and will indemnify and hold the Operator harmless against all claims or liabilities resulting therefrom.

Insurance

The Client is responsible for obtaining and maintaining adequate insurance on the Goods at all times (for loss, damage, and any other insurable risks) at their full replacement value. The Operator does not insure the Goods and will not arrange insurance on the Client's behalf without a separate written agreement. The Client's obligation to insure includes periods of storage, transit, and handling by the Operator or any carrier. The Client must also carry appropriate business liability insurance to cover any liabilities it may incur under these Terms or in connection with the Services. The Client acknowledges that any insurance maintained by the Operator (if any) is for the Operator's own benefit and not for the Client or the Goods.

Carrier Compliance & Chain of Responsibility

Where applicable, the Client must comply with any "Chain of Responsibility" obligations under the Heavy Vehicle National Law and other transport regulations. The Client must not direct or incentivize the Operator or any carrier to violate any safety laws or exceed regulated limits (such as weight, dimension, or working hours limits). The Operator may refuse or suspend Services if the Operator believes any instruction from the Client would cause a breach of the law.

Client's Further Obligations

The Client must cooperate with the Operator's reasonable requirements in order to facilitate Services. This includes following the Operator's standard operating procedures for sending inventory to the warehouse, providing advance notice and documentation for inbound shipments, using the Operator's online system to submit orders or returns as required, and adhering to any warehouse policies (such as booking delivery appointments and labeling standards). The Client is responsible for any additional costs or losses caused by its failure to comply with such requirements. The Client also agrees not to solicit for employment any of the Operator's employees that the Client has contact with through the Services, during the term of the engagement and for 12 months thereafter.

4. Handling of Goods; Inspection and Security

Right to Open and Inspect

The Operator reserves the right to open and inspect any package, pallet or container of Goods at any time if the Operator reasonably believes it is necessary for safety, security or legal compliance. This includes opening Goods to verify their nature, condition, or ownership; to ensure no prohibited or dangerous items are present; or to comply with any applicable law or request by authorities. The Operator may also break any seal or lock for such inspection, and will not be liable to the Client for any loss, delay or damage resulting from reasonable inspection.

Render Safe or Dispose

If at any point the Operator, its subcontractors or any authority determine that any Goods pose a risk to persons, other stored goods, property or the environment (for example, leaking, emitting fumes, infested, or suspected to be dangerous/illegal), the Operator may at its sole discretion take any action necessary to mitigate the risk without prior notice to the Client. Such action may include quarantining, decontaminating, disposing of or destroying the affected Goods, or notifying relevant authorities. The Operator will make reasonable efforts to notify the Client as soon as practicable of any such actions taken. All costs and expenses incurred in connection with such actions shall be borne by the Client, and the Operator shall not be liable for any loss or damage to the Goods resulting from such risk-mitigation measures.

Returns and Undeliverable Goods

The Operator's handling of returned Goods (e.g. customer returns or undeliverable shipments) is further described in the Returns Policy. In summary, the Client must obtain a Return Authorization for any Goods being returned to the warehouse, and provide it to the return sender. The Operator may refuse or discard returns that lack proper authorization or identification. The condition of returned Goods is not the Operator's responsibility; the Client acknowledges that assessing condition is subjective, and the Operator is not liable for any determination of a return's condition or any damage noted on returned Goods. If undeliverable or returned Goods are not claimed or instructed upon by the Client within a reasonable time, the Operator may treat them as abandoned per clause 6 below.

5. Fees, Charges and Payment

Service Fees

The Client agrees to pay the Operator's fees and charges for the Services as agreed or as set out in the Operator's rate schedule or pricing proposal. Fees may include storage fees (e.g. per pallet or per bin per week), fulfillment fees (e.g. per order or per item picked and packed), handling fees, inbound receiving fees, shipping and carrier costs, and any other applicable charges. All fees are exclusive of GST and other taxes unless stated otherwise; the Client is responsible for any applicable taxes which will be added to invoices in accordance with law. The Operator may review and modify its standard fees or rates by providing notice to the Client in accordance with the parties' agreement (or if not specified, on at least 30 days' notice for changes to ongoing storage or service rates).

Quotes and Additional Costs

Any quotation or estimate provided by the Operator is based on the information provided by the Client and applicable rates at the time. Actual charges may vary if the Goods or Services rendered differ from those anticipated (for example, if weights or dimensions were incorrect, or if additional handling is required). The Operator reserves the right to invoice based on actual quantities, weights, dimensions, and services provided, even if different from a quote. The Client is also responsible for any third-party costs the Operator incurs on the Client's behalf, such as carrier freight charges, duties, taxes, quarantine fees, or disposal fees. If the Operator pays any such costs, the Client must reimburse them on demand.

Invoicing and Payment Terms

The Operator will invoice the Client for Services (and any other amounts payable under these Terms) at regular intervals (e.g. monthly) or as otherwise agreed. The Client must pay all invoices in full, without set-off or deduction, by the due date specified (which shall be 14 days from invoice date if not otherwise stated). Payments must be made in Australian dollars and by the payment method(s) approved by the Operator. Time is of the essence for all payments.

Late Payment

If the Client fails to pay any amount when due, the Operator may, to the extent permitted by law, charge interest on the overdue amount at 12% per annum, calculated daily from the due date until payment is received in full. The Client shall also be responsible for any reasonable costs of collection on overdue amounts, including legal fees on an indemnity basis. In addition to other remedies, the Operator reserves the right to suspend Services (including withholding release or delivery of Goods) until all overdue amounts and applicable interest are paid, after giving at least 7 days' prior notice to the Client.

No Withholding or Set-off

The Client shall not withhold payment of any invoice or amount due to the Operator by reason of any alleged counter-claim, dispute or set-off of any kind. The Client's obligation to pay for Services is absolute and not dependent on any third-party payment (for example, the Client remains liable to pay even if the Client's own customer has not paid the Client).

Credit Terms

If the Operator approves the Client for credit terms, the amount and duration of credit are at the Operator's discretion and may be withdrawn or changed at any time. The Client agrees to provide any financial information reasonably required for credit evaluation. If the Client exceeds an approved credit limit or the Operator otherwise doubts the Client's ability or willingness to pay, the Operator may demand immediate payment of all outstanding invoices or require upfront payment for ongoing Services.

Taxes and Duties

The Client must pay or reimburse the Operator for all government charges, duties, customs fees, import/export tariffs, and taxes (other than income tax of the Operator) arising in relation to the Goods or Services. This includes any GST payable on the Services (which will be added to the Operator's invoices) and any customs duties or import GST on Goods imported or exported. If any such amounts are paid by the Operator on behalf of the Client, the Client must reimburse the Operator promptly. The Client will provide the Operator with any required documentation or information for tax or customs purposes (such as evidence of export or details of goods) on request.

6. Lien and Security Rights

General Lien

The Operator shall have a general and particular lien on all Goods (and any documents relating thereto) in its possession for all monies owing by the Client to the Operator, whether under this agreement or any other dealing. This includes fees earned for Services relating to those Goods or any other Goods of the Client, as well as any advances or payments made by the Operator on the Client's behalf, and any interest or collection costs due.

Refusal and Suspension

If any amount owed by the Client to the Operator is not paid when due, or if the Client is otherwise in breach of these Terms, the Operator may in its discretion refuse to release any Goods then in its custody and/or suspend further Services until the default is remedied. The Operator may also decline to accept additional Goods into the warehouse until payment is made, and such refusal shall not be a breach of contract.

Sale or Disposal of Goods

If an invoice or any amount secured by the Operator's lien remains unpaid for more than 30 days after its due date (or the Client has abandoned the Goods or the account, as described below), the Operator may give written notice to the Client of its intention to exercise its lien rights by sale or disposal of some or all of the Goods. If the Client does not pay all outstanding amounts within 14 days after such notice (or such longer period as required by law or specified in the notice), the Operator may, without further notice, sell the Goods or any part of them by public auction or private sale, or otherwise dispose of or destroy the Goods, as the Operator in its sole discretion deems appropriate. The proceeds of any sale may be applied to first cover the costs of sale and any other costs associated with enforcing the lien (including reasonable legal fees), and next to satisfy the Client's indebtedness to the Operator (including any interest). Any surplus from the sale will be accounted for and paid to the Client, and the Client shall remain responsible for any deficiency (if sale proceeds are insufficient to cover the full amount owed). The Operator's rights under this clause are in addition to any rights available under the Personal Property Securities Act 2009 (Cth) or other applicable law. The Client agrees that the Operator's lien attaches to Goods when they are in the Operator's possession and continues despite delivery or release of Goods, to the extent allowed by law.

Abandoned Goods

Without limiting the foregoing, if the Client fails to collect or remove any Goods from the Operator's facility when required or upon termination of Services, or if any Goods are unclaimed or the Operator cannot, after reasonable efforts, contact the Client to arrange delivery, the Goods will be deemed "Abandoned" after 60 days from the date the Operator notifies the Client (including via the Client's last known email) that the Goods must be removed. Once Goods are deemed Abandoned (or an account is deemed an Abandoned Account due to non-payment), all of the Client's rights and title in the Goods shall immediately and irrevocably vest in the Operator to satisfy any lien, and the Operator may proceed to liquidate or dispose of the Goods in its discretion (in line with the procedure above or as otherwise permitted by law). The Client will be liable for all costs of storage and disposal and any shortfall as described above. The Operator is entitled to rely on the provisions of this clause and the lien as authority to deal with uncollected or Abandoned Goods, and shall not be liable for any Loss incurred by the Client or any third party through the sale or disposal of Goods in accordance with this clause.

Security Interest

The Client acknowledges that the Operator's rights under this clause 6 create a security interest in the Goods and any proceeds thereof for the purposes of applicable personal property securities law. The Operator may register its security interest on relevant registers, and the Client will provide all cooperation and information necessary for the Operator to perfect and enforce its security interest. To the extent permitted by law, the Client waives any rights to receive notices or statements under the Personal Property Securities Act except as required by section 64 of that Act.

7. Liability, Limitations and Disclaimers

Goods at Client's Risk

The Goods remain at the risk of the Client at all times during the provision of Services, including during storage and transit, except to the extent (if any) that loss or damage is directly caused by the Operator's proven gross negligence or willful misconduct. The Client acknowledges that it is effectively the insurer of its own Goods through the insurance it carries, and the Operator's liability for loss or damage to Goods is strictly limited as set out below. The Operator takes no responsibility for the integrity or condition of the Goods except as required by law or expressly assumed in these Terms.

No Warranty; Exclusions

To the fullest extent permitted by law, the Operator excludes all warranties, guarantees and conditions other than those expressly set out in these Terms. This includes excluding any warranties or guarantees as to the timeliness, quality or fitness for purpose of the Services, or that the Services will be uninterrupted or error-free. The Client acknowledges that it has entered into these Terms in a business capacity and not as a consumer, and that it is reasonable for the Operator to limit its liability given the fees charged and the insurance arrangements of the parties. The Operator will not be liable for any loss, damage or expense arising from or in connection with: (a) any delay in pickup, delivery or carriage of Goods; (b) any loss, damage or deterioration of Goods while in transit or storage, except to the extent caused by the Operator's breach of these Terms or negligence; (c) any act or omission of any third-party carrier, transportation company, warehouse, or other subcontractor engaged in connection with the Services (the Client must pursue any claim for loss or damage in transit against the relevant Carrier, subject to that Carrier's terms); (d) the Client's failure to give sufficient or accurate instructions or information; (e) any misrepresentation or fraud by the Client or its agents with respect to the Goods (including any misdeclared contents or value); or (f) any events of force majeure or causes beyond the Operator's control as described in clause 2.

Exclusion of Certain Losses

In no event will the Operator be liable to the Client for any indirect or consequential losses, or any loss of profit, loss of revenue, loss of business opportunity, loss of contracts, loss of data, or punitive or exemplary damages, even if the Operator is advised of the possibility of such losses. The Client expressly agrees that such losses are not within the contemplation of the parties as recoverable damages and are hereby excluded. The Client is responsible for obtaining appropriate insurance to cover any consequential or economic losses that may result from issues with the Services or Goods.

Liability Cap

To the maximum extent permitted by law and without limiting other provisions of this clause, the Operator's liability to the Client for any Loss, damage, claim or liability arising under or in connection with the Services or these Terms (whether in contract, tort, including negligence, statute or otherwise) is limited as follows:

(a) Aggregate cap. The Operator's total aggregate liability is limited to the greater of (i) the total fees paid by the Client to the Operator for the Services in the twelve (12) months preceding the event or claim, or (ii) AUD $50,000.

(b) Custody sub-cap. In respect of loss of, or damage to, Goods caused by the Operator's negligence while the Goods are in the Operator's direct physical custody at its facility, the Client's recoverable loss is calculated by reference to the direct wholesale or landed cost paid by the Client to acquire the affected Goods (evidenced by invoice or equivalent documentation), exclusive of margin, retail mark-up, marketing cost, and any indirect or downstream loss. The Operator's liability under this paragraph (b) is in any event limited to: (i) AUD $100,000 per event or series of related events; and (ii) AUD $250,000 in aggregate over any rolling twelve (12) month period.

The custody sub-cap in paragraph (b) operates separately from, and does not reduce, the aggregate cap in paragraph (a). Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, undertaking, term or right that is implied or imposed by the Australian Consumer Law or other applicable law and that cannot be excluded, restricted or modified by contract.

Australian Consumer Law

Nothing in these Terms is intended to exclude, restrict or modify any rights the Client may have under the ACL or other applicable laws that cannot be excluded, restricted or modified by agreement. If the Client is a "consumer" under the ACL in relation to any Services or Goods, then the Operator acknowledges that certain consumer guarantees may apply. However, to the extent the Services or Goods provided are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the Operator can and does limit its liability for breach of any non-excludable guarantee to the following remedies (at the Operator's option): (a) the resupply of the Services or equivalent services; or (b) the payment of the cost of having the Services supplied again. In the case of Goods (if any are supplied to the Client, as opposed to services on the Client's own goods), the Operator's liability is limited to: (a) the replacement of the Goods or the supply of equivalent goods; or (b) the payment of the cost of replacing the Goods or of acquiring equivalent goods, or repairing the Goods, at the Operator's option. These limitations are imposed pursuant to section 64A of the ACL. Except as specifically set out in this clause, and to the extent permitted by law, the Operator expressly excludes all liability for any loss, damage, or injury to any person, property or Goods, and any other liability whatsoever.

Notice of Claims; Time Bar

The Client must notify the Operator in writing of any claim against the Operator in connection with any Goods or Services within 14 days of the date the Client became aware (or ought to have become aware) of the events or facts giving rise to the claim, and in any event no later than 6 months after delivery of the Goods or when they should have been delivered (or, in the case of non-delivery or other loss, within 6 months of the expected delivery date). Any claim not notified within this period is absolutely barred and discharged. Legal proceedings regarding any claim must be commenced within 12 months from the date of the event or circumstances giving rise to the claim, failing which the claim will be forever waived and released. This clause does not apply to the extent it conflicts with any non-excludable statutory rights of a consumer under the ACL.

Indemnities by Client

The Client shall indemnify and keep indemnified the Operator, its officers, employees and agents from and against all losses, damages, costs, expenses, fines, claims and liabilities (including third-party claims and all legal costs on a full indemnity basis) suffered or incurred by any of those indemnified parties as a result of or in connection with: (i) any breach of these Terms by the Client or its personnel; (ii) any breach of law or regulations (including but not limited to customs, transport safety, and environmental laws) by the Client or relating to the Goods; (iii) the Operator following the Client's instructions in relation to the Goods or Services (including any action taken at the Client's direction which affects other goods or property); (iv) any misrepresentation by the Client (including in respect of the nature, weight, value or condition of Goods) or fraudulent or dishonest act or omission of the Client; (v) any claim by any third party in connection with the Goods or the Services, including any claim for injury, illness or damage caused by the Goods or arising out of their storage or transport (except to the extent caused by the Operator's breach of these Terms); or (vi) any enforcement by the Operator of its rights in respect of the Client's breach (including lien enforcement and debt recovery). This indemnity extends to any liability the Operator may have to any subcontractor or Carrier, or such party's employees or agents, arising from or in connection with the Goods or Services. The Client's liability to indemnify the Operator will be reduced proportionally to the extent any negligent act or omission of the Operator directly caused the loss or liability. For clarity, the Client is not required to indemnify the Operator for the Operator's own negligence or willful misconduct.

8. Termination

Term and Early Exit

The Services are provided for the initial term set out in the Client's services agreement. The specific term length and any renewal arrangements are agreed in writing with each Client in that agreement, not in these Terms. The Client may not terminate the Services for convenience during the initial term. If the Client wishes to exit before the end of the term, it must pay the early-termination fee set out in its services agreement, in addition to all other amounts owing. At the end of the initial term, any continuation of the Services is by further agreement between the parties. This clause does not limit either party's right to terminate for cause as set out below.

Termination for Cause

The Operator may immediately terminate or suspend Services by written notice if the Client: (a) fails to pay any amount due within 7 days after written demand or due date; (b) becomes insolvent, bankrupt or subject to any form of external administration or ceases to carry on business; or (c) is in material breach of these Terms (including any unlawful or unsafe act) and fails to remedy the breach within 14 days of notice (if capable of remedy), or the breach is incapable of remedy. The Client may terminate by notice if the Operator commits a material breach that is not remedied within 30 days of notice, or if the Operator becomes insolvent. Termination is without prejudice to any rights or liabilities already accrued at that time.

Consequences of Termination

Upon termination of Services for any reason, the Client must promptly pay all amounts owing to the Operator (including any applicable early termination fees agreed). In addition, the Client must arrange to collect all of its Goods from the Operator's facility within 7 days of termination (or as otherwise agreed or instructed by the Operator). If the Client fails to remove Goods within this time, the Operator may continue to charge storage fees and/or treat the Goods as abandoned per clause 6. The Operator will release the Goods to the Client or its nominated carrier only upon payment of all outstanding fees, including any fees up to the date of removal. Clauses of these Terms which by their nature are intended to survive termination (including indemnities, limitations of liability, payment obligations, and lien rights) will remain in effect.

9. General Provisions

Governing Law and Jurisdiction

These Terms and any contract including them are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia in Sydney, NSW for resolving any disputes, except that the Operator may seek urgent injunctive relief in any appropriate jurisdiction.

Entire Agreement

These Terms, together with any service agreement, credit application, or schedule provided by the Operator, constitute the entire agreement between the Operator and the Client for the Services and supersede all prior discussions, negotiations or agreements on the subject matter. The Client acknowledges that no representations or promises not expressly contained in these Terms have been made by the Operator. Any terms the Client seeks to impose (e.g. on a purchase order) are of no effect unless expressly agreed in writing by an authorized officer of the Operator.

Amendment and Waiver

The Operator may amend these Terms by providing at least 30 days' notice to the Client (including by email or via the Operator's website). If the Client continues to use the Services after the effective date of an amendment, the Client is deemed to have accepted the amended Terms. No waiver of any breach or default by either party shall be effective unless in writing and signed. A failure or delay to exercise any right or remedy will not constitute a waiver.

Severability

If any provision of these Terms is held by a court to be invalid, illegal or unenforceable, that provision will be severed or read down to the minimum extent necessary, and the remainder of the Terms will remain in full force and effect.

No Indemnities to Client; Limitation

The Operator has not made any indemnity or promise of indemnification to the Client under these Terms, and to the extent any provision could be construed to be an indemnity by the Operator, it is hereby excluded. The Client's sole remedies against the Operator are as expressly provided in these Terms. Any claim for contribution or indemnity by the Client against the Operator which is not expressly provided is excluded to the extent permitted by law.

Relationship

The Operator provides Services as an independent contractor. Nothing in these Terms is intended to create any partnership, joint venture, or employment relationship between the Operator and the Client. The Client has no authority to bind or represent the Operator in any way, and vice versa. The Operator's rights, immunities and limitations of liability under these Terms will apply in any legal action whether such action is founded in contract, bailment, tort (including negligence) or otherwise.