Partner Terms and Conditions

Version 2026-10b · Last updated 6 October 2026

Welcome to Zeal Capital. These terms and conditions (Terms) govern your access to and use of our partner quoting platform. The current version is always available at https://www.zealcapital.com.au/partnertermsandconditions (Website).

We are Zeal Capital Consulting Pty Ltd (ABN 40 662 165 684), trading as Zeal Capital (we, our or us). We operate an online finance quoting and proposal platform for resellers and technology partners (Platform). We arrange finance through third-party Funders. We are not a lender.

We provide the Platform and the Services at no cost to you. In exchange for that access, you agree to comply with these Terms.

By ticking the acceptance checkbox when you sign in, or by otherwise using the Platform, you agree to be bound by these Terms, which form a binding agreement between you and us. "You" and "your" mean the reseller business you use the Platform for (Represented Entity) and, where the context requires, the individual User.

We may change these Terms under clause 2.3. Capitalised terms are defined where they first appear in bold or in the Definitions in clause 20.

Please read these Terms carefully before using the Platform.

1. Eligibility and authority

1.1 The Platform is only for businesses that supply equipment, technology or software to business customers, and for their authorised Personnel.

1.2 By using the Platform, you represent and warrant that:

(a) you are at least 18 years of age;

(b) you use the Platform on behalf of a Represented Entity that we have approved and set up on the Platform;

(c) you have not previously been suspended or prohibited from using the Platform; and

(d) you will use the Platform only to prepare indicative finance quotes and proposals for business customers of the Represented Entity, in connection with the supply of equipment, technology or software.

1.3 If you are authorised to bind the Represented Entity, you accept these Terms on its behalf and on your own behalf, and you warrant that you are so authorised.

1.4 If you are not authorised to bind the Represented Entity, you accept these Terms on your own behalf and agree to use the Platform only in accordance with them. The Represented Entity remains responsible for your use of the Platform under clause 9.3.

1.5 Do not use the Platform if you do not meet the requirements in clause 1.2.

2. Term and changes

2.1 These Terms commence when you first accept them (Commencement Date) and continue until terminated under clause 15.

2.2 Either party may terminate these Terms at any time by notice under clause 18.

2.3 We may update these Terms from time to time. When we do, we will publish the new version on the Website with a new version number and date, and ask each User to accept it the next time they use the Platform. You may not be able to use the Platform until you accept the updated Terms.

2.4 Each acceptance is recorded against the User and the Represented Entity. If a User moves to a different Represented Entity, we may ask them to accept these Terms again.

3. The Platform and Services

3.1 Services. Subject to these Terms, we will give you access to the Platform and the following services (Services):

(a) a secure sign-in, with access verified using your work email address (for example, by a one-time code) or another sign-in method we provide;

(b) creating equipment quotes by uploading a supplier quote in PDF form, pasting a link to a supported partner-hosted quote page, or entering line items manually;

(c) creating software quotes, including for software renewals, new licences and multi-year software finance;

(d) automated extraction of line items from supplier quotes and automated suggestions for categorising assets;

(e) automated calculation of indicative finance pricing;

(f) publishing a client proposal at a unique web link that you can share with your customer (Proposal Link), which may carry your business's branding;

(g) an online process for your customer to check eligibility (where available) and apply for finance from the proposal; and

(h) a pipeline view of your proposals showing activity such as views, applications started and submitted, and outcomes, together with in-app notifications.

3.2 We may add, change or remove Services under clause 6.

3.3 No cost and non-exclusive. The Services are provided at no cost to you. You acknowledge and agree that:

(a) you have no obligation to use the Platform for any minimum number of quotes or transactions;

(b) the Platform is non-exclusive, and we may provide the same or similar services to anyone, including your competitors;

(c) we do not guarantee that any quote will result in a funded deal; and

(d) we are paid by Funders on funded deals. Those arrangements are between us and the Funders, do not affect your use of the Services, and will not result in any fee being charged to you.

3.4 Indicative quotes. All quotes, proposals, prices and payments shown or generated on the Platform are indicative only. They are not an offer or approval of finance, and are subject to:

(a) credit assessment and approval by the relevant Funder;

(b) verification of all information provided;

(c) the accuracy of data extracted, entered or categorised on the Platform;

(d) the Funder's prevailing rates, fees and lending criteria at the time of application;

(e) the Funder's standard terms and conditions; and

(f) completion of the Funder's application and documentation requirements.

3.5 You acknowledge and agree that:

(a) final rates, payments and fees may differ from an indicative quote, including because of changes in Funder pricing, changes in the customer's circumstances, or errors in extraction, categorisation or data entry;

(b) automated extraction and categorisation may produce errors, omissions or misinterpretations, and you are responsible for reviewing and correcting all line items, amounts, categories and other details before you publish a proposal;

(c) a proposal shows pricing as at the time it was generated, and remains subject to clause 3.4 throughout its validity period;

(d) a quote or proposal may be used only to present finance options to the customer named in it; and

(e) you must not represent to a customer that a quote or proposal is an approval or a guaranteed offer of finance.

3.6 We include disclaimers on proposals and may add to or change them at any time.

3.7 Proposal Links. You acknowledge and agree that:

(a) anyone who has a Proposal Link can view that proposal without signing in, so you must share it only with the intended customer and people they reasonably need to involve;

(b) a proposal stops being available after its validity date, and you or we may withdraw a proposal at any time;

(c) we record when Proposal Links are opened, as described in clause 8.4; and

(d) where the Platform allows you to edit a published proposal, the updated proposal is shown at the same Proposal Link.

3.8 Applications and deals. When your customer submits a finance application through a proposal:

(a) the application details are sent to us, and from that point we (not you) manage the application with the Funder or Funders;

(b) we may contact the customer directly about the application;

(c) we will show the application's status on the Platform, but we are not obliged to give you reasons for any Funder decision; and

(d) any referral fee, commission or other payment to you in connection with a funded deal is payable only under a separate written agreement with us.

4. Accounts

4.1 You must have an account to use the Platform (Account). We create Accounts for the Represented Entity's Users; you cannot create your own. The Represented Entity may ask us to add or remove Users.

4.2 Each User must accept these Terms by ticking the acceptance checkbox when they first sign in. Each User must have their own Account, and Accounts must not be shared.

4.3 You warrant that any information you give us in connection with an Account is accurate, complete and up to date. You must tell us promptly if a User leaves your organisation or should no longer have access.

4.4 We may decide in our absolute discretion whether to create an Account, and may suspend, deactivate or cancel any Account at any time, including if we consider that you or a User have breached, or are likely to breach, these Terms.

4.5 Depending on the access level we set for them, a User may be able to see proposals created by other Users of the same Represented Entity.

5. Pricing

5.1 Indicative pricing on the Platform may be calculated using our own pricing tables, pricing provided by Funders (including through API connections), or a combination of both. It is based on the information in the quote at the time the pricing is generated.

5.2 Pricing may differ between resellers, customers and deals. Without limitation, we may agree pricing arrangements specific to a reseller, apply special pricing to an individual deal, and change our pricing at any time without notice. We are not obliged to offer you any particular pricing, or the same pricing as any other reseller.

5.3 Final pricing on any funded deal is set by the Funder, based on its credit assessment and its prevailing rates at the time of application, and may differ from the indicative quote.

5.4 Any pricing arrangement specific to you, and any pricing information on the Platform that is not shown on a published proposal, is our Confidential Information.

6. Platform licence and updates

6.1 Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform and Services for the purpose in clause 1.2(d).

6.2 This licence is personal to you and the Represented Entity, and may not be sublicensed, assigned or transferred to any third party.

6.3 We may release updates, enhancements or modifications to the Platform or Services at any time in our discretion (Updates). Updates do not limit or otherwise affect these Terms, and may cause downtime or interruptions from time to time.

6.4 We may change, suspend or discontinue any feature of the Services at any time on notice to you, or immediately without notice if required for security, legal or operational reasons.

7. Support services

We will provide general support where reasonably necessary to resolve technical issues with the Platform (Support Services). Unless otherwise agreed in writing:

(a) we will take reasonable steps to provide Support Services where necessary. You must first try to resolve any issue internally, and we will not assist with issues beyond our reasonable control;

(b) requests for Support Services are responded to on a best-endeavours basis, and we do not guarantee that Support Services are available at all times or that any request will be answered within a particular time;

(c) you are responsible for your own internal administration, including telling us which of your Personnel should have Accounts; and

(d) you have no claim for any delay in your access to the Platform caused by a failure or delay in Support Services.

8. Data hosting and processing

8.1 We host the Platform and store User Data using third-party providers we select, currently including Cloudflare (application hosting, database and file storage) and Postmark (email delivery) (Hosting Services). We may change providers at any time.

8.2 You acknowledge and agree that the Hosting Services may store or process User Data on servers located outside Australia.

8.3 Parts of the Services, including categorising product descriptions, use automated tools and artificial intelligence services operated by us or our providers. Some processing, such as reading the text of an uploaded PDF, may take place in your web browser.

8.4 Activity data. We record information about how the Platform is used, including:

(a) sign-in and page activity, quotes started and proposals published, by User;

(b) when a Proposal Link is opened, recorded as a date and time and a randomly generated identifier for the browser used (not the viewer's identity); and

(c) when an application is opened or submitted from a proposal, and its outcome.

We use this information to operate the pipeline and notifications, provide support, improve the Services and understand how partners use the Platform.

8.5 While we use reasonable efforts to select appropriate providers, we do not guarantee that the Hosting Services will be free from errors or defects, or that User Data will be accessible or available at all times.

8.6 If User Data is lost because of a system failure, we cannot guarantee that a backup will be available or, if one is available, that it will be free from errors or defects.

9. Your obligations

9.1 Your material. You warrant that:

(a) all quotes, information and documents you submit to the Platform are complete, accurate and up to date;

(b) you have all necessary rights and consents to provide that material to us and to have it processed through the Services;

(c) you have a lawful basis for submitting any customer information; and

(d) you are entitled to use, and to let us use, any name, logo or other branding you provide to us.

You release us from all liability for loss or damage arising out of or in connection with the Services, to the extent it is caused or contributed to by material you provided being incomplete, inaccurate or out of date.

9.2 Credit checks and customer consent. You acknowledge and agree that:

(a) a finance application submitted through a proposal may result in credit checks being conducted by us or any Funder on the customer's corporate entity;

(b) a credit check on a corporate entity does not require the entity's consent under applicable laws, provided it is conducted for a legitimate business purpose related to assessing creditworthiness for a proposed finance arrangement;

(c) if a Funder requires a credit check on an individual director or guarantor of a corporate customer, written consent from that individual is required before the check is conducted;

(d) you are responsible for:

(i) telling your customers that applying for finance may result in credit checks;

(ii) helping obtain any consents required from individual directors or guarantors; and

(iii) providing any disclosures you are required to give under applicable privacy and credit reporting laws;

(e) we may be unable to progress an application if required consents are not obtained; and

(f) you indemnify us against any claim, loss or liability arising from your failure to make required disclosures or obtain required consents in relation to credit checks.

9.3 General obligations. You must, and must ensure that all of your Users:

(a) comply with these Terms at all times;

(b) use the Services only for the purpose in clause 1.2(d);

(c) comply with all applicable laws, including privacy, consumer protection and financial services laws; and

(d) do not use the Services for any unlawful, fraudulent or deceptive purpose.

You are responsible for your Users' compliance with these Terms. You acknowledge and agree that we have no liability for any breach of these Terms by you, your Personnel or your Users; that you indemnify us in respect of any loss, damage or liability arising from any such breach; and that we may immediately suspend or cancel any Account if we become aware of a breach.

9.4 Prohibited conduct. You must not, and must not encourage or permit any User, Personnel or third party to, without our prior written approval:

(a) submit information about consumer (non-business) customers;

(b) submit sensitive information beyond what is reasonably necessary to prepare a finance quote;

(c) upload any offensive, illicit, illegal, discriminatory or otherwise inappropriate material;

(d) upload material that infringes the Intellectual Property Rights of any third party;

(e) present a customer with pricing, payments or terms that differ from those shown on the published proposal, or alter a proposal outside the Platform;

(f) attempt to access Accounts, proposals or data belonging to other resellers, or otherwise attempt to circumvent any security feature of the Platform;

(g) share an Account or its sign-in details with any other person;

(h) copy, adapt, modify, translate, create derivative works from, decompile or reverse engineer the Platform, or otherwise attempt to derive its source code;

(i) remove or alter any copyright, trade mark or other notice on the Platform or a proposal;

(j) sell, lend, transfer, sublicense or otherwise make the Platform available to any third party, other than sharing Proposal Links as permitted by these Terms;

(k) integrate the Platform with third-party data or services, or make automated use of the Platform (including by scripts or bots), other than in accordance with our written instructions; or

(l) act in any way that may harm our reputation or that of our Funders, or that is contrary to our interests or those of the Platform.

9.5 If you become aware of any misuse of an Account, any security issue, any error on the Platform or a proposal, or any difficulty using your Account, you must tell us promptly using the contact details on our Website.

10. Intellectual property and data

10.1 Our ownership. We own all Materials and Intellectual Property Rights in the Platform and Services, including the software, source code, algorithms and architecture; extraction, categorisation and pricing processes; API integrations and data processing systems; our product classification library; all text, graphics, logos, design elements and user interface components; and the Documentation. You acknowledge that the Platform and its underlying technology are our valuable proprietary and confidential information.

10.2 Licence to you. You may make a temporary electronic copy of materials provided to you through the Platform only to view and use them for the purposes of the Services. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish them without our prior written consent, except as permitted by law. This does not restrict sharing a Proposal Link as permitted by these Terms.

10.3 Your branding. You grant us a non-exclusive, royalty-free licence, for as long as these Terms are in force, to use the name, logo, colours and other branding that you or the Represented Entity provide to us, to display them on the Platform and on proposals you publish. Branding changes may apply to proposals already published. We may decline or remove any branding at our discretion.

10.4 Definitions. In this clause 10:

(a) Customer Data means any information about your customers (including business names, ABNs and contact details) that is submitted to or processed by the Services;

(b) Quote Data means any information in the supplier quotes and line items you submit to the Services, including product descriptions, part numbers, quantities and prices; and

(c) Generated Data means any quotes, proposals, calculations, categorisations or other output generated by the Services.

10.5 You retain ownership of the Customer Data and Quote Data you submit, subject to the licence in clause 10.7.

10.6 You warrant that you have all necessary rights, consents and authorisations to submit Customer Data and Quote Data to the Services; that submitting and processing it will not infringe any third party's rights, including Intellectual Property Rights and privacy rights; and that it is accurate and up to date.

10.7 Licence to us. You grant us (and our Personnel, Funders and Hosting Services providers) a non-exclusive, royalty-free, worldwide and irrevocable licence to:

(a) use, process, store and transmit Customer Data and Quote Data as reasonably necessary to provide the Services, including extracting and categorising line items, calculating pricing, publishing proposals, passing application details to Funders and conducting credit checks;

(b) add product descriptions, part numbers, manufacturers and categories from Quote Data (but not Customer Data) to our product classification library, which is used to categorise quotes for all users of the Platform;

(c) use Customer Data and Quote Data for our internal business purposes, including improving the Services, analysing trends and developing commercial insights, and use de-identified data to develop and train our models and processes; and

(d) commercialise aggregated, de-identified data derived from Customer Data and Quote Data, provided that it does not identify any individual or any specific business, and cannot reasonably be used to re-identify them.

10.8 Despite clause 10.7, we will not:

(a) share identifiable Customer Data or Quote Data with other resellers (except as necessary to provide the Services, such as sharing data with Funders); or

(b) use Customer Data or Quote Data to compete directly with you for the specific customers and transactions you have submitted. Managing an application under clause 3.8 is not competing with you.

10.9 We may remove any Customer Data, Quote Data or Generated Data at any time if we consider it inappropriate, unlawful or in breach of these Terms.

11. Confidentiality

11.1 Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel to, use or disclose any Confidential Information disclosed to it by the other party without the disclosing party's prior written consent.

11.2 You acknowledge that the Platform (including its features, functionality, processes, integrations and business model) and any pricing arrangement described in clause 5.4 are our Confidential Information. You must not disclose information about them to any third party without our prior written consent, except to the extent necessary to use the Services for their intended purpose, or as required by law.

11.3 Each party must promptly notify the other if it learns of any potential, actual or suspected loss, misappropriation, unauthorised access to or use or disclosure of Confidential Information, or any other compromise of its security, confidentiality or integrity.

11.4 The notifying party will investigate each such potential, actual or suspected breach and assist the other party with any related investigation.

12. Privacy

12.1 We collect personal information about you in the course of providing the Services, to contact and communicate with you, to respond to your enquiries, and for the other purposes set out in our Privacy Policy at https://www.zealcapital.com.au/privacypolicy.

12.2 Our Privacy Policy explains how we use, disclose and store personal information, and how you can access and correct your personal information.

12.3 By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy and clause 8.

13. Warranties and disclaimers

13.1 Service limitations. The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we do not guarantee, and expressly disclaim any warranty, that:

(a) the Services will be free from errors, defects, bugs or interruptions, or accessible at all times;

(b) extraction or categorisation will be accurate;

(c) indicative pricing will be accurate or will match final approved pricing;

(d) any finance application will be approved;

(e) emails or notifications sent through the Services will be delivered promptly, or at all;

(f) information you receive or supply through the Services will be secure from unauthorised access; or

(g) any information provided through the Services (including Generated Data) is accurate, complete or suitable for any particular purpose.

13.2 Exclusion. To the maximum extent permitted by law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

13.3 Consumer law. Nothing in these Terms is intended to limit the operation of the Australian Consumer Law in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL you may be entitled to certain remedies if there is a failure with the goods or services we provide.

13.4 General information only. Any information provided as part of the Services, including indicative quotes and proposals, is general in nature, may not suit a particular customer's circumstances, and is not financial, legal, taxation, accounting or other professional advice. You are responsible for ensuring that anything you share with customers is appropriate for them, and you should recommend that customers obtain independent advice before entering into any finance arrangement.

13.5 Indicative quotes. You acknowledge and agree that:

(a) we are not a credit provider and do not provide finance; all finance is provided by Funders;

(b) we are not responsible for any Funder's credit assessment or approval decisions;

(c) we do not guarantee that any indicative quote will result in an approved finance offer; and

(d) we are not liable for any loss or damage arising from:

(i) inaccuracies in indicative quotes caused by extraction, categorisation or data-entry errors or changes in Funder pricing;

(ii) reliance by you or your customers on indicative quotes;

(iii) any difference between an indicative quote and a final approved finance offer;

(iv) any decline or non-approval of a finance application; or

(v) any change in rates, fees or terms between the time a quote is generated and the time of application.

14. Liability and indemnity

14.1 Limitation of liability. To the maximum extent permitted by law, our maximum aggregate liability to you for loss or damage under or in connection with these Terms or the Services is limited to $1,000 or, if we have received commission from Funders on deals generated through your use of the Services in the 6 months before the first event giving rise to the liability, the lesser of $1,000 and the total of that commission.

14.2 Indemnity. You indemnify and hold harmless Zeal Capital Consulting Pty Ltd and its officers, employees and agents (those indemnified) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified, where caused or contributed to by:

(a) a negligent, fraudulent or criminal act or omission of you, your Personnel or your Users;

(b) a breach of clause 9.2 (Credit checks and customer consent), or a failure to obtain required consents or make required disclosures to customers; or

(c) any claim by a customer or third party arising from misuse of the Services or of any quote or proposal generated through the Services by you, your Personnel or your Users.

14.3 Consequential loss. We are not liable for any incidental, special or consequential loss or damage, or for loss of data, business, business opportunity, goodwill, anticipated savings, profits or revenue, arising under or in connection with these Terms or the Services, except to the extent that liability cannot be excluded under the ACL or any other applicable law.

15. Termination

15.1 By us. We may terminate these Terms, or suspend or cancel any Account, immediately by notice to you at any time and for any reason, including if:

(a) you, any of your Personnel or any User breaches these Terms; or

(b) the Represented Entity becomes subject to any form of insolvency or bankruptcy administration.

15.2 By you. You may terminate these Terms for convenience at any time by notice to us. Termination takes effect when we receive your notice, or on any later date stated in it.

15.3 Termination for cause. If a party (Notifying Party) considers that the other party is in breach of these Terms, it may give the other party notice of the nature and details of the breach. The other party then has 10 Business Days, or any longer period the Notifying Party allows, to rectify it. After that period, the Notifying Party will notify the other party either that these Terms continue (if the breach has been rectified) or that these Terms are terminated (if it has not).

15.4 Consequences of termination. On termination:

(a) your Users' access to the Platform, your Accounts and your User Data ends, and we have no obligation to keep any User Data. You release us from any loss or damage arising from us not keeping User Data after termination;

(b) we may withdraw any proposals you have published, or leave them available until their validity date; and

(c) any application already submitted by a customer may continue to be handled by us and the Funders under clause 3.8.

15.5 Clauses 3.8, 9.2, 9.3, 10, 11, 13, 14, 15.4, 16 and 19, and any other provision that by its nature is intended to survive, continue to apply after termination.

16. Dispute resolution

16.1 A party claiming that a dispute has arisen under or in connection with these Terms must not commence court proceedings about it (other than for urgent interlocutory relief) unless it has first complied with this clause 16.

16.2 A party requiring resolution of a dispute must give the other party written notice containing reasonable details of the dispute and requiring its resolution under this clause.

16.3 After that notice is given, each party must use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within 14 days of the notice (or any other period the parties agree in writing), either party may take legal proceedings.

17. Force majeure

17.1 We are not liable for any delay or failure to perform our obligations under these Terms if it arises from a Force Majeure Event.

17.2 If a Force Majeure Event occurs, we will use reasonable endeavours to notify you of reasonable details of the event and, so far as known, the extent to which we will be unable to perform, or will be delayed in performing, our obligations.

17.3 Subject to clause 17.2, our affected obligations are suspended for the duration of the Force Majeure Event, to the extent they are affected by it.

17.4 Force Majeure Event means any event beyond our reasonable control, including any act of God, earthquake, storm, flood, fire or explosion; strike or other industrial action; war, terrorism, sabotage, riot or civil commotion; epidemic or pandemic; any decision of a government authority; or any failure or outage of the Hosting Services, the internet or a Funder's systems.

18. Notices

18.1 A notice under these Terms must be in writing and in English, and must be sent by email:

(a) to you, at the email address of a User of the Represented Entity recorded on the Platform or any other email address you have notified to us; and

(b) to us, at info@zealcapital.com.au or any other email address we notify to you.

18.2 Unless the sender knows or reasonably ought to suspect that an email was not delivered, a notice is taken to be given at the earlier of:

(a) 24 hours after the email was sent, or if that falls on a day that is not a Business Day, the next Business Day; and

(b) when the recipient replies to it.

19. General

19.1 Governing law. These Terms are governed by the law of New South Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them, and waives any objection to proceedings being brought there on the basis of inconvenient forum.

19.2 Waiver. No party may rely on the words or conduct of another party as a waiver of any right unless the waiver is in writing and signed by the party granting it.

19.3 Severance. Any term of these Terms that is wholly or partially void or unenforceable is severed to that extent, without affecting the validity or enforceability of the rest.

19.4 Joint and several liability. An obligation or liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

19.5 Assignment. A party cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the other party.

19.6 Entire agreement. These Terms, together with any separate written agreement referred to in clause 3.8(d), are the entire agreement between the parties about their subject matter and supersede any prior negotiation, arrangement, understanding or agreement about it, including any earlier version of these Terms.

19.7 Interpretation. In these Terms, unless the context requires otherwise:

(a) the singular includes the plural and vice versa;

(b) a reference to $ or dollars is to Australian dollars;

(c) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(d) a reference to a person includes an individual, company, partnership, trust, association, government body or any other entity;

(e) a reference to a party includes its executors, administrators, successors and permitted assigns;

(f) a reference to a clause is to a clause of these Terms, and a reference to a document is to that document as varied or replaced from time to time;

(g) headings and bold words are for convenience only and do not affect interpretation;

(h) "includes" and similar words are not words of limitation; and

(i) no provision is to be interpreted against a party because that party prepared it.