12.  No Legal Relationship in Respect of Delivery of the Project

The Respondent and each Respondent Member acknowledges and agrees that:

(a)  the Invitation for EOI and the RFP do not constitute an offer to enter into State Project Documents;

(b)  other than the process contract that is formed between the State and the Respondent by the operation of Clause 3:

(i)  no contract exists or will arise between the State, the Respondent and the Respondent Members in respect of the Project unless and until Contract Close is achieved; and

(ii)  none of the State, the Respondent or the Respondent Members intends to create a legal relationship; and

(c)  the Terms and Conditions set out the entire agreement between the State, the Respondent and the Respondent Members in respect of the Tender Process.