Purchase Order Terms and Conditions

1. How these PO Terms work

1.1 Formation of contract

A Purchase Order issued by SEEK to the Supplier constitutes an offer by SEEK to engage the Supplier to supply the Goods and/or Services specified in the Purchase Order in accordance with these PO Terms.
The Supplier accepts SEEK's offer to engage the Supplier to supply the Goods and/or Services in accordance with these PO Terms when the Supplier:
confirms or implies acceptance during communication (either verbally or in writing) with SEEK; or
dispatches the Goods and/or commences performing the Services.

1.2 When these PO Terms apply

Subject to clause 1.2(b), by accepting SEEK's Purchase Order, the Supplier agrees that the relevant Purchase Order and these PO Terms are the entire agreement between SEEK and the Supplier in relation to the Supplier's supply of the Goods and/or Services to SEEK.
If SEEK and the Supplier sign a separate written agreement governing the Supplier's supply of Goods and/or Services to SEEK, then that agreement supersedes any contrary terms in these PO Terms.

1.3 Inconsistency

Except as specified in clause 1.2(b), the Supplier acknowledges and agrees that:
no terms or conditions sought to be imposed by the Supplier before or after SEEK issues the relevant Purchase Order (including, without limitation, any terms provided with the Supplier's invoices, order forms, quotes, or on its website or online forms) will apply to the arrangement between SEEK and the Supplier (even if annexed to the relevant Purchase Order); and
these PO Terms also supersede any previous representations, arrangements, understandings or warranties that the Supplier provides to SEEK (whether in writing or verbally).
To the extent of any inconsistency between:
any separately signed agreement between SEEK and the Supplier as specified in clause 1.2(b);
these PO Terms;
the relevant Purchase Order; and
any other document,
the first mentioned document will prevail to the extent of the inconsistency.

2. Supply

2.1 Supplier

The Supplier represents and warrants to SEEK that it is entitled to, and has the right and power to, supply the Goods and/or Services to SEEK.
The Supplier warrants and undertakes that:
it has, and will continue to have, all approvals, consents, exemptions, filings, licences, notarisations, permits, registrations, clearance or waiver necessary to perform its obligations under the relevant Purchase Order and these PO Terms;
no conflict of interest exists, or is likely to arise, by supplying the Goods and/or Services;
it will not engage in any activity that is likely to compromise its ability perform its obligations under these PO Terms fairly and independently; and
the supply of the Goods and/or Services by it will comply with all applicable Laws and SEEK Supplier Code of Conduct applicable to Supplier including, without limitation, those governing health and safety, labour hire practices, Modern Slavery, the environment, data protection and privacy (including the same way and to the same extent those laws bind SEEK).
Where the Supplier enters into these PO Terms as a trustee of a trust, it warrants that:
the trust is duly constituted and validly existing;
the trustee has the full legal capacity, power and authorisation under the trust deed to own, manage, administer, transfer, deal with and otherwise dispose of the trust property, and to be bound by these PO Terms personally and on behalf of the trust;
if necessary, the trustee's agreement to these PO Terms has been approved by the beneficiaries;
the trustee is liable under these PO Terms in its personal capacity and as trustee;
the trustee has the right to be fully indemnified out of the trust property in relation to any debts or liabilities arising in connection with these PO Terms;
the rights or interests of the beneficiaries to or in the trust property are subject and subordinate to the creditors of the trust, including SEEK's claims against the Supplier; and
SEEK may proceed against the trust property to recover amounts owed to SEEK or its Affiliates.

2.2 Supplier Personnel

The Supplier must, and must ensure that its Personnel:
have the skills, qualifications, licences, approvals and experience required to supply the Goods and/or Services in accordance with these PO Terms;
supply the Goods and/or Services with due skill and care, and in accordance with the industry standards;
comply with all applicable Laws and SEEK Supplier Code of Conduct;
not engage in any conduct or activity that in SEEK's reasonable opinion will or is likely bring SEEK into disrepute or to harm or adversely harm the name or reputation of SEEK;
comply with all reasonable directions given by SEEK from time to time in respect of the Goods and/or Services (including providing SEEK with proof of identity or background checks such as police checks or working with children checks, if requested by SEEK).
The Supplier is responsible for all acts or omissions of its Personnel as if they were acts or omissions of the Supplier.
The Supplier must not subcontract any of its rights or obligations under these PO Terms without SEEK's prior written consent. Where the Supplier subcontracts, it must comply with all applicable Laws, including on employment, labour standards and entitlements.

2.3 Goods and Services

The Supplier must supply the Goods and/or Services to SEEK in accordance with Date specified in the Purchase Order (if any).
The warranties for Goods and/or Services provided under these PO Terms continue for the longer of:
the Supplier's standard warranty covering the Goods and/or Services; or
12 months following delivery (or longer if agreed or pursuant under any Law).
The Supplier warrants and undertakes that:
the Goods provided to SEEK will:
be free of any charges or other encumbrances;
be new (unless otherwise specified in the Purchase Order), be of merchantable quality and free from Defects, durable (as appropriate), fit for the purpose for which they are required and meet all relevant standards (including safety, if applicable),
the Services provided to SEEK will:
be performed to a high professional standard with due skill and care, and to the standard expected of a qualified person with expertise in the provision of such Services;
be performed by Personnel who are qualified, licensed, competent and experienced in providing the Services;
be of acceptable quality, fit for the purposes that SEEK indicates, and free from Defects,
The Goods and/or Services:
will comply with SEEK's specifications and timeframes (including the description in the relevant Purchase Order or any samples or documentation provided by the Supplier);
will not damage or destroy any part of SEEK's property (including systems, networks, data, facilities, devices or computers) or introduce any viruses, vulnerability, infrastructure weakness or any similar programming effects into SEEK's environment;
will not infringe the intellectual property, moral or other rights of any third party;
will not cause risk to any recipient's health or safety;
where applicable, will comply with the requirements of Competition and Consumer Act 2010 (Cth), including the statutory guarantees in the Australian Consumer Law; and
will otherwise be in accordance with all applicable Laws and regulatory standards.

2.4 Delivery

The Supplier must:
at its own cost and risk, deliver the Goods to the Site by the Date;
at its own cost, ensure the Goods are packed in accordance with good commercial practice to avoid damage or destruction during transit or in storage; and
ensure all Goods are labelled with the Purchase Order number, item number, destination, contents, quantity, weight of each package, date and method of dispatch.
Title to the Goods (and any tangible deliverables provided as part of the Services, if applicable) passes to SEEK upon the earlier of: the payment of the Fees by SEEK; or the time that SEEK accepts them.
Risk in the Goods (and any tangible deliverables provided as part of the Services, if applicable) passes to SEEK at the time that SEEK accepts them.
The passing of title or risk in (or the delivery of) any Goods to SEEK does not constitute acceptance and does not affect SEEK's rights under clause 2.5.

2.5 Rejection of replacement

SEEK may inspect and test the Goods and/or Services prior to acceptance.
SEEK will advise the Supplier if it has accepted or rejected the Goods and/or Services within 30 days of delivery, or a shorter period as agreed between the parties.
The Supplier must ensure that all warranties and indemnities applicable to the Goods and/or Services are fully assigned and passed through to SEEK.
If SEEK reasonably determines that the Goods and/or Services are Defective or otherwise fail to comply with these PO Terms, SEEK may (without prejudice to any other right or remedy):
accept the Goods and/or Services on such terms that SEEK considers appropriate including a reduction in the Fees;
reject those Goods and/or Services, and require the Supplier to refund all Fees paid by SEEK; or
reject the Goods and/or Services, and require the Supplier to repair the Goods or re-supply the relevant Services to correct any Default, at the Supplier's expense.
Risk in any rejected Goods and/or Services will, from the time it is rejected by SEEK, vest in the Supplier. Title will pass when the Supplier takes possession or control of the rejected Goods and/or Services.

3. Payment

3.1 Fees

The Fees for the Goods and/or Services are fixed as specified in the relevant Purchase Order.
The Fees are inclusive of all Taxes (excluding Indirect Transaction Taxes) and all costs incurred by the Supplier in the supply of the Goods and/or performance of the Services including, without limitation, all charges for packing, insurance and delivery of the Goods and the cost of any items used or supplied in the performance of the Services.

3.2 Taxes

The Fees are inclusive of all taxes other than Indirect Transaction Taxes (unless expressly stated to be inclusive of Indirect Transaction Taxes).
Where any Indirect Transaction Taxes are imposed on any supply made by the Supplier under these PO Terms, in addition to the price payable for the supply, on receipt of a valid Tax Invoice, SEEK will pay an amount equal to the Indirect Transaction Taxes payable on the supply. Where SEEK qualifies for an Indirect Transaction Tax exemption, SEEK shall provide Supplier with appropriate documentation to effect the exemption.
If SEEK is required by Law to make withholdings or deductions from payments otherwise due to the Supplier, then SEEK may do so, and the amount so withheld will be deemed to have been paid to the Supplier.
Supplier shall be responsible for providing SEEK with required documentation if a preferential withholding rate applies to the Supplier.
SEEK shall provide Supplier with relevant withholding certificates or receipts on request.

3.3 Invoicing

The Supplier must issue SEEK a valid Tax Invoice for the Fees at the times and in the manner (if any) specified in the Purchase Order, and such Tax Invoice must include:
the Supplier's ABN or Tax Identifier for the relevant jurisdiction;
the words “Tax Invoice”;
the invoice number;
the date the invoice was issued;
the purchase order number stated on the relevant Purchase Order;
the SEEK entity, company registration number and address stated on the Purchase Order;
a detailed description of the Goods and/or Services, including the date of delivery and/or period of Services in respect of which the invoice relates and the relevant quantity;
an individual reference number for SEEK to quote with remittance of payment;
the Fees, broken down to reflect the Fee components on the Purchase Order;
the extent to which Indirect Transaction Taxes are imposed on each supply on the Tax Invoice;
the amount and rate of any applicable Taxes; and
Supplier name, company registration number, contact details, address and Indirect Transaction Tax registration number.
If requested by SEEK, the Supplier must provide SEEK with all relevant records to calculate and verify the amount set out in any invoice. SEEK is not required to approve an invoice if the Supplier has not complied with this request.
SEEK has no obligation to pay any Fees which the Supplier invoices more than 3 months after the corresponding Goods and/or Services were accepted by SEEK.

3.4 Payment terms

SEEK will pay the Fees in accordance with the payment terms specified on the relevant Purchase Order, or 30 calendar days from the issue date of the invoice, provided that:
the Goods have been delivered to SEEK and/or Services have been performed;
the Goods and/or Services are satisfactory to SEEK;
a valid Tax Invoice has been received; and
SEEK have not disputed the tax invoice.
SEEK may withhold disputed Fees until SEEK are reasonably satisfied that the Goods and/or Services have been provided in accordance with these PO Terms.
SEEK may set-off any payment owed by SEEK or any of its Affiliates to the Supplier, against sums that the Supplier or its Affiliates owe to SEEK or its Affiliates.
In no event will SEEK be obligated to pay any amount that exceeds the Fees specified in the Purchase Order, including any interest or penalties on any amounts.

4. Confidentiality, intellectual property, privacy and security

4.1 Confidentiality

The Supplier must keep confidential any information provided to it or its Personnel in connection with the Purchase Order and these PO Terms (‘Confidential Information’), unless the information:
was already known to the Supplier before the time of disclosure by SEEK;
was or is independently developed by the Supplier without use of SEEK's Confidential Information; or
becomes publicly available to the public (other than through breach of any confidentiality obligation on the Supplier).
The Supplier must not make any public statement about the Purchase Order or these PO Terms or the work under it, without the prior written consent of SEEK.
On termination or expiry of these PO Terms, the Supplier must either return to SEEK or destroy any Confidential Information provided to it by SEEK that is in the possession or control of the Supplier or its Personnel.

4.2 Intellectual property

Each party will own and retain all rights to its pre-existing or background intellectual property and any intellectual property developed independently of the Goods and Services under these PO Terms.
The Supplier grants to SEEK and its Affiliates (including their employees, contractors, consultants, outsourced workers, and interns engaged by SEEK or any of its Affiliates to perform services) a non-exclusive, perpetual, irrevocable, transferable, worldwide, royalty free licence (including the right to sub-license) to access, use, modify and develop the Supplier's background intellectual property as it is required to install, enjoy, exploit, dispose or use any of the Goods and/or Services.
SEEK will own all Deliverables, including all intellectual property rights, all materials in any format, hardware, and other tangible materials created by Supplier while delivering the Goods and/or Services. The Supplier agrees to assign all rights, title and interest in the Deliverables to SEEK on delivery. Supplier waives, and will ensure its Personnel waive, all moral or other intellectual property rights in the Deliverables.
The Supplier warrants and undertakes that it has full authority and consent to assign or license the rights specified in this clause 4.2 including intellectual property rights to SEEK.
The Supplier warrants that it has obtained all necessary consents, including those regarding moral rights, to enable SEEK's full use and exploitation of the intellectual property.

4.3 Privacy and security

The Supplier must, and must ensure that its Personnel:
comply with all applicable privacy Laws in relation to any personal information that is collected, held, used, disclosed or otherwise handled by them; and
treat all personal information as Confidential Information.
SEEK may collect, hold, use and disclose personal information about the Supplier or its Personnel in connection with these PO Terms. For more information on how SEEK manages personal information, see the following:
For Australia: https://www.seek.com.au/privacy/
For New Zealand: https://www.seek.co.nz/my-privacy/
For Malaysia: https://www.jobstreet.com/about-us/en-my/privacy-policy/
For Singapore: https://www.jobstreet.com/about-us/en-sg/privacy-policy/
For Indonesia: https://www.jobstreet.com/about-us/en-id/privacy-policy/
For Philippines: https://www.jobstreet.com/about-us/en-ph/privacy-policy/
For Thailand: https://th.jobsdb.com/en-th/pages/terms/privacy-policy/
For Hong Kong: https://hk.jobsdb.com/en-hk/pages/terms/privacy-policy/
The Supplier will maintain industry standard effective security measures to protect all Confidential Information in its possession or control from unauthorised access, use, copying or disclosure, and shall be fully responsible for all liabilities, harm, cost, and loss arising from such disclosure.
This clause 4.3 survives the end of these PO Terms.

5. Termination

SEEK may cancel the relevant Purchase Order and terminate these PO Terms at any time by notice to you.
Upon receipt of notice of termination:
the Supplier must cease performance of these PO Terms and take all reasonable steps to minimise loss arising from termination; and
SEEK will pay the Fees for the supply of Goods and/or Services provided up to the date of termination and SEEK will not be liable for any other damages or compensation for the termination.

6. Indemnity and liability

To the extent permitted by Law, the Supplier will indemnify SEEK, its Personnel and its Affiliates against all claims, actions, proceedings, losses, damages, liabilities and expenses that SEEK suffers or incurs arising out of or incidental to:
a breach of any of these PO Terms by the Supplier or any of its Personnel;
a breach of any Laws or SEEK Supplier Code of Conduct by the Supplier or any of its Personnel;
any negligent act or omission by the Supplier or its Personnel including damage to property, or injury or death to persons;
SEEK's use of the Goods and/or receipt of the Services, including where use of such Goods and/or Services infringe a third party's intellectual property rights;
the failure to collect or remit Taxes (including penalties and interest) due under these PO Terms; and
assertions under worker's compensation or employment regulation or legislation by the Supplier's Personnel.
SEEK holds the benefit of these indemnities for itself and on trust for the benefit of each of its Affiliates.
To the extent permitted by Law, SEEK is not liable for any indirect, consequential, special, incidental, or economic losses, or loss of profits, however caused; and SEEK's maximum aggregate liability to the Supplier arising out of or in relation to these PO Terms is limited to the total value of the Fees.

7. Insurance

The Supplier must maintain the following insurances:
product and public liability insurance for at least $10 million per incident;
workers' compensation insurance required by Law;
professional indemnity insurance for at least $5 million (where relevant); and
any other insurance required by Law.
At SEEK's request, the Supplier must provide SEEK with certificates of currency for the insurances specified above.

8. Business conduct

8.1 Modern Slavery

The Supplier warrants that:
it will conduct its business and perform its obligations under these PO Terms in compliance with all applicable Modern Slavery Laws;
it will commit to and carry out its business in accordance with principles which are consistent with the SEEK Supplier Code of Conduct;
it has not been convicted of any offence involving Modern Slavery, nor so far as it is aware has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with Modern Slavery;
it must notify SEEK as soon as reasonably practicable as it becomes aware of any actual or suspected Modern Slavery in a supply chain which has a connection with these PO Terms; and
it will implement due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains, to ensure that there is no Modern Slavery in its supply chains.
The Supplier must promptly provide SEEK with all information and records reasonably requested by SEEK, for SEEK to comply with its obligations under the Modern Slavery Laws.
If SEEK identifies an elevated risk of Modern Slavery within the Supplier's operations or supply chain, the Supplier must comply with any additional obligations that may be imposed by SEEK.

8.2 Labour hire

For Goods and/or Services provided by the Supplier to SEEK Ltd only, to the extent that any part of provision of the Goods and/or performance of the Services is covered by Labour Hire Law, the Supplier warrants that:
it and its Personnel are licensed to provide labour hire services under Labour Hire Law;
entering into these PO Terms is not for a purpose of avoiding or circumventing the Labour Hire Law.
The Supplier must immediately notify SEEK Ltd in writing:
if it becomes aware of any actual, alleged or suspected breach of the Labour Hire Law by the Supplier or its Personnel or any investigation related to the Supplier or its Personnel; and
if the Supplier's or its Personnel's licence under the Labour Hire Law is suspended, restricted, cancelled or revoked.

9. General

Monetary references in the relevant Purchase Order are to the local currency specified in that Purchase Order.
The Supplier is solely responsible for its Personnel, and must comply with all Laws relating to employment or engagement of contractors, including superannuation, tax, minimum entitlements and renumeration (including salaries, wages and leave entitlements), and payment of workers compensation premiums.
The Supplier must not subcontract, assign or novate any rights or obligations under these PO Terms without the prior written consent of SEEK.
The Supplier acknowledges that SEEK may contract with any other party to supply like Goods and/or Services, and no exclusive relationship exists or is to be implied by these PO Terms.
Neither party is taken to have waived any right under these PO Terms unless the waiver is given in writing, expressed to be a waiver and signed.
If any part of a provision of these PO Terms is invalid or unenforceable, that part or provision will be severed and will not affect the validity or enforceability of the remaining provisions of these PO Terms.
Nothing in these PO Terms is intended to limit or exclude any liability which cannot be excluded or limited by Law.
SEEK may vary these PO Terms at any time. We will provide notice by publishing the varied PO Terms on the relevant SEEK website and you accept that such publication will constitute sufficient notice.
You will be notified of any changes to the Terms which SEEK reasonably believes will be materially detrimental to you (Detrimental Change) 30 days prior to them taking effect (Notice Period).
In the event of a proposed Detrimental Change, you may elect to terminate our agreement under these PO Terms during the Notice Period by providing at least 5 days' written notice.
The termination or expiry of these PO Terms is without prejudice to any accrued rights or remedies. The obligations, warranties and undertakings which by their nature continue will survive the end of these PO Terms.
These PO Terms are governed by the laws of the state and/or country where the relevant SEEK entity listed on the relevant Purchase Order is located and each party submits to the non-exclusive jurisdiction of that state and/or country.
The Supplier acknowledges that SEEK may order or obtain Goods and/or Services under these PO Terms on behalf of and for the benefit of its Affiliates. SEEK will hold the benefit of these PO Terms on its own behalf and on trust for each of its Affiliates.
Nothing in this Agreement is intended to create a partnership, joint venture, or agency relationship between the parties, and each of the parties agree that they are entering into this Agreement only as independent contractors.

10. Definitions

‘ABN’ means Australian Business Number as defined in A New Tax System (Australian Business Number) Act 1999 (Cth).

‘Adjustment Note’ means a document in a form that is valid under any applicable law of the jurisdiction in which a liability to pay Indirect Transaction Taxes is imposed, claimed, levied or assessed, which must be held by a Person where there has been a change to the Indirect Transactions Taxes on a supply from the original Tax Invoice.

‘Affiliate’ means: (a) a related body corporate as defined in s 50 of the Corporations Act 2001 (Cth); and (b) any joint venture or other business entity or arrangement that directly or indirectly Controls, is Controlled by, or is under common Control with, that person.

‘Control’ means, either: (a) the legal, financial, and equitable ownership, directly or indirectly (including through any holding company), of 50% or more of the share capital (or other ownership interest, if not corporation) of such person ordinarily having voting rights; or (b) effective control of such person, and Controlled has the corresponding meaning.

‘Date’ means the date (and time, if applicable) specified in the Purchase Order by which the Goods are to be supplied and/or the Services are to be performed by the Supplier. If no date is specified in the Purchase Order, then the Date will refer to a reasonable time having regard to industry standards.

‘Defects’ means any error, omission, deficiency, non-conformity, fault, failure, malfunction or discrepancy in the Goods and/or Services of any type and howsoever arising, and Defective has the corresponding meaning.

‘Deliverables’ means all work product developed by Supplier specifically for SEEK as part of the delivery of Goods or Services, including intellectual property in connection with these PO Terms.

‘Fees’ means the fees for conforming Goods and/or Services as specified in the relevant Purchase Order.

‘Goods’ means the goods (if any) specified in the relevant Purchase Order.

‘Government Agency’ means any governmental, semi-governmental, administrative, fiscal, judicial or quasi- judicial body, department, commission, authority, tribunal, agency or entity.

‘Indirect Transaction Taxes’ means any value added tax, goods and services tax or similar tax including, without limit, sales, use or consumption taxes, imposed, claimed, levied or assessed by, or payable to, any government agency, but does not include any related penalty, fine or interest thereon.

‘Input Tax credit’ means any entitles to a credit for, or offset against, reduction in or refund of, Indirect Transaction Taxes, in relation to any acquisition or the receipt of any supply.

‘Labour Hire Law’ means any Law which regulates the licensing scheme for providers of labour hire including, without limitation: the Labour Hire Licensing Act 2018 (Vic); the Labour Hire Licensing Act 2017 (Qld); the Labour Hire Licensing Act 2017 (SA); the Labour Hire Licensing Act 2020 (ACT); and any codes of practice, regulations, guidelines, directives, principles, policies or orders made under such Laws.

‘Law’ means any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in any relevant jurisdiction, and includes any applicable common law and equity and industry codes of conduct.

‘Modern Slavery’ means the exploitation of a worker, human trafficking, slavery, servitude, forced labour, debt bondage or deceptive recruiting for labour or services, or similar types of conduct.

‘Modern Slavery Laws’ means any law which prohibits Modern Slavery and which is applicable or otherwise in force in the jurisdiction in which SEEK or the Supplier is registered or conducts business or in which activities relevant to the PO Terms are to be performed, or which imposes Modern Slavery reporting obligations on one or both of the parties to these PO Terms.

‘Personnel’ means any employees, directors, officers, partners, agents, contractors, subcontractors, or representatives; and any person engaged directly or indirectly through another entity by the Personnel described above. However, in the case of the Supplier, Personnel excludes SEEK's and any of its Personnel and in the case of SEEK, excludes the Supplier and any of its Personnel.

‘PO Terms’ means these purchase order terms and conditions between SEEK and the Supplier.

‘Purchase Order’ means the purchase order to which these PO Terms apply.

‘SEEK Supplier Code of Conduct’ means the supplier code of conduct available https://www.seek.com.au/content/media/SEK-Supplier-Code-of-Conduct.pdf or a copy of which is available upon request.

‘SEEK’ means the relevant SEEK entity, being SEEK Ltd or one if its Affiliates, as listed in the Purchase Order issued to the Supplier.

‘Services’ means the services (if any) specified in the relevant Purchase Order.

‘Site’ means the location nominated by SEEK as the shipping address for the Goods and/or the location for supply of the Services as specified in the Purchase Order.

‘Supplier’ means the supplier specified in the Purchase Order.

‘Taxes’ means any and all taxes, fees, withholdings, imposts, levies, duties or other charges of any nature (other than taxes on SEEKs net income) including, without limitation, Indirect Transaction Taxes, excise, stamp, documentary, customs, import/export, payroll, personal, property, real property, interest equalisation, business, occupation, turnover, income, corporation, capital, profits, gains, gross receipts, together with any penalties, fines or interest thereon or similar additions thereto, imposed, claimed, levied or assessed by any applicable body or otherwise payable, on or in respect of the supply.

‘Tax Identifier’ means the unique identifying number for Indirect Transaction Taxes issued by the relevant Government Agency under any applicable law of the jurisdiction in which there is a liability to pay Indirect Transaction Taxes.

‘Tax Invoice’ means an invoice in a form that is valid under any applicable law of the jurisdiction in which a liability to pay Indirect Transaction Taxes is imposed, claimed, levied or assessed, which must be held by a Person for that Person to be able to claim Input Tax Credits.