TERMS AND CONDITIONS

FOR PURCHASING SERVICES AND COURSE MODULES, AND JUST BROWSING

Welcome to The Good Mood Clinic. We are ‘Change Your World Pty Ltd’ ABN 63 150 233 524.

In these terms, we also refer to The Good Mood Clinic as “our”, “we, or “us”.

And you are you!

 

What are these terms about?

These terms apply when you use this Website, being www.theredflagproject.com and any other websites we operate with the same domain name and a different extension (“Website”).

These terms also apply when you purchase services, such as access to course materials, through this Website (“Services”).

If you’re looking for our Privacy Policy, which we will comply with and you also agree to be bound by, you can find it here [insert link

How do I read these terms?

We separated these terms into 3 parts, so they’re easy to read and understand.

Those parts are:

• PART A: Terms for when you purchase Services (applies when you purchase something on the Website)
• PART B: Terms for when you browse and interact with this Website (applies when you browse)
• PART C: Liability and warranties, and interpretation provisions (applies to buying and browsing)

Please let us know if you have any questions about these terms, and don’t continue using this Website or purchase any Services unless you have read and agreed to these terms.

 I’ve returned to the Website, do I need to read these terms again?

Once you place an Order for purchase of a Service, the terms of Part A accepted at the point of sale will apply to your purchase of that Service (along with the terms of the Order). However, please note that we may change any part of these terms at any time by updating this page of the Website, so you may find that different terms apply next time you use this Website or purchase something. You can check the date at the top of this page to see when we last updated these terms.

 

DISCLAIMER: NO SPECIFIC ADVICE

All information provided by us is general information, as it’s not tailored to you or your specific needs (unless it’s information provided in a one-on-one session with one of our psychologists). This includes information that is provided by us:

(a)  on this Website;

(b)   as part of the Services; or

(c)   provided by our personnel via any other website, via email or over the phone.

Nothing on the Website, contained in the Services, or provided by our personnel is intended to be medical, psychological or professional advice of any kind and it should not be relied on as such.

You should obtain specific medical, psychological and other professional advice before relying on the content of the Website or the Services. By not seeking such advice, you accept the risk that the information on the Website, contained in the Services or provided by our personnel, may not meet your specific needs.

PART A

FOR WHEN YOU PURCHASE A SERVICE…

1.    SUBMITTING AN ORDER

(a) Once you have selected a Service on the Website, you will be prompted to submit an order for purchase of the relevant Service using the Website's functionality (Order). In doing so, you represent and warrant that:

• you have the legal capacity and are of sufficient age to enter into a binding contract with us; and
• you are authorised to use the debit or credit card you provide with your Order.

(b) Submitting an Order constitutes your intention and offer to enter into Part A of these terms (including Part C, which you agreed to by using this Website) where we will provide you with the Service(s) in your Order in exchange for your payment of the total amount listed upon checkout.

(c) Part A of these terms and the Order are not agreed between you and us until we have approved your payment and you receive an email from us confirming that your purchase has been completed (Confirmation Email).

(d) Once we send a Confirmation Email, Part A of these terms, together with your Order, will become legally binding on you.

2.  SERVICES

2.1 COURSE MATERIALS

We may provide you with course materials as part of the Services (Course Materials).

2.2 CASE MATERIAL

The Course Materials do not contain information which identifies any one person in particular. Any case examples or stories contained in the Course Materials are fictional descriptions, designed for illustrative purposes, and they are not based on the real life of any person who has received psychological, therapy or any other services from The Good Mood Clinic.

2.3 LIMITATIONS

We use our best efforts to make the Services helpful for you (including any Course Materials), however you agree that:

(a) on our Website and in the Services, and via our personnel on any other website, email and on the phone, The Good Mood Clinic provides information only;

(b) we make no warranties in relation to the information provided in Services or Course Materials being effective, fit for any particular purpose or specifically suited to you; 

(c)  all information provided in the Services and Course Materials is general information. No information provided in the Services or Course Materials is intended to be medical, psychological or professional advice of any kind and it should not be relied on as such;

(d) the information provided in the Services and Course Materials may not be completely accurate or comprehensive;

(e) we make no warranties that the Services and Course Materials will bring about any particular result for you, or that they will cover any particular content or information; and

(f) you should obtain specific medical, psychological and other professional advice before relying on the information provided in Services or Course Materials. By not seeking such advice, you accept the risk that the information contained in a Service or Course Material may not meet your specific needs.

2.4 RELEASE

You agree not to rely on any part of a Website or Services, or information provided by us or our personnel, as if it contained medical, psychological or other professional advice, and release The Good Mood Clinic from any and all liability that may arise out of you or your personnel making any such reliance

2.5 INTELLECTUAL PROPERTY

Without limiting clause 5 or 12, you must not:

(a) make any copies of Course Materials in addition to one (1) electronic copy for your own private use; or

(b) provide or distribute any of the Course Materials to any other person.

2.6 COLLECTION NOTICE AND PRIVACY

(a) We may collect personal information about you in the course of providing you with the Services, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

(b) Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.

(c) By agreeing to these terms, you agree to be bound by the clauses outlined in our Privacy Policy.

2.7 YOUR OBLIGATIONS

(a) (Information & assistance) You must provide us with all documentation, information and assistance reasonably required for us to perform the Services.

(b) (Liaison) You agree to liaise with us as we reasonably request for the purpose of enabling us to provide the Services.

(c) (Compliance with laws) You agree that you will not, by receiving or requesting the Services:

• breach any applicable laws, rules and regulations (including any applicable privacy laws); or
• infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

2.8 TIMING

(a) As part of the Order or in the course of us providing the Services, we may agree on a schedule for providing certain Services, including estimated dates of completion, deadlines or schedules (Schedules).

(b) We will use our best efforts to meet these Schedules, however these are subject to change if unforeseen complexities arise. In these cases, we will use our best efforts to minimise the impact of such changes.

(c)  We reserve the right to revise Schedules in the event that the delay is caused by your failure to provide timely feedback or other information reasonably requested by us in order to perform the Services.

2.9 SUBCONTRACTING

We may subcontract any aspect of providing the Services and you hereby consent to such subcontracting.

3. PAYMENT

3.1 FEES

(a) All prices are:

• in US Dollars (USD); and
• subject to change prior to you completing an Order without notice.

(b) (Payment obligations) Unless otherwise agreed in writing, you must pay the fees for the Services in the amounts set out in your Order (Fees), at the time of placing an Order.

(c) (GST) Unless otherwise indicated, amounts stated on the Website do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

(d) (Card surcharges) We reserve the right to charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

3.2 FAILURE TO PAY

If you do not pay for any Services on or before the due date for payment:

(a) you must pay us interest at the rate of 12% per annum on each amount outstanding, from the due date for payment to the date on which the payment is received by us.

(b) we reserve the right to suspend all or part of the Services indefinitely until we receive the amount owed.

3.3 CANCELLATION

We reserve the right to cancel your order for any reason, and will notify you of this as soon as possible. Where payment has already been debited, if you have not breached any of these terms, the full amount will be credited back to your original method of payment.

3.4 ONLINE PAYMENT PARTNER

We use third-party payment providers (Payment Providers) to collect payments for Services. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment. To the maximum extent permitted under applicable law and our agreement with our Payment Provider, we will not be liable for any acts or omissions of the Payment Provider, including in relation to any fault or error of the Website or any issues experienced in placing Orders.

3.5 PRICING ERRORS

In the event that we discover an error or inaccuracy in the price at which your order was purchased, we will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing your order at the correct price, or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.

3.6 REFUNDS, SERVICES OF AN UNACCEPTABLE QUALITY

Refunds for Services will only be accepted if we agree to them in writing, or if the Services are not of an acceptable quality and you comply with the provisions of this clause 3.6:

(a)  (Proof of Purchase) As a condition precedent to us considering any refund or exchange, you must be able to provide valid proof of purchase of the Services you seek a refund or exchange for.

(b) (Change of mind refunds) We do not offer refunds for change of mind.

(c)  (Not of acceptable quality) The following process applies to any Services you believe are not of an acceptable quality:

• If you believe a Service is not of an acceptable quality, please contact us using the details provided on our Website with a full description of the issue (including any screenshots or other evidence, if possible).
• If we determine in our reasonable opinion that a Service is of an acceptable quality, or is unacceptable due to misuse, or failure to take reasonable care, we will refuse your refund.
• If we determine that the Service is of unacceptable quality, you will be credited the full amount paid in respect of the time during which the issue affected your Service, and you may request a refund or store credit. All refunds will be credited back to your original method of payment unless you request otherwise and we approve this request.
• If you fail to comply with the provisions of this clause 3.6(c) in respect of a Service, we may, in our absolute discretion, issue only a partial refund or no refund in respect of that Service.
• Nothing in this clause 3.6(c) is intended to limit or otherwise affect the operation of any of your rights which cannot be excluded under applicable law.

4. CONFIDENTIALITY AND PRIVACY

4.1 PRIVACY

(a) The parties must comply with:

•  if applicable, their respective obligations under the Privacy Act 1988 (Cth); and
• our privacy policy as in force from time to time.

(b) We will keep you informed of any changes to our Privacy Policy where relevant.

4.2 CONFIDENTIAL INFORMATION

(a) The parties will not, during or at any time after the provision of Services, disclose Confidential Information directly or indirectly to any third party, except:

• with the other party’s prior written consent; or
• as required by any applicable law.

(b) In these terms, “Confidential Information” means information of, or provided by, a party that is by its nature confidential information, is designated as confidential, or that the recipient of the information knows or ought to know is confidential (including all commercial information exchanged between the parties), but does not include information which is, or becomes, without a breach of confidentiality, public knowledge.

5. INTELLECTUAL PROPERTY

5.1 CLIENT CONTENT

(a) You grant to us (and our subcontractors, employees or agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to provide the Services.

(b) You:

• warrant that our use of Client Content as contemplated by an Order will not infringe any third-party Intellectual Property Rights; and
• will indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

5.2 DEVELOPED IP

(a) All Developed IP will be solely and exclusively owned by us from its creation.

(b) We grant to you a non-exclusive, royalty free, non-transferable and revocable licence to use Developed IP to the extent required for you to privately use and enjoy the benefit of the Services and any Course Material.

5.3 OUR IP

(a) We grant to you a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use The Good Mood Clinic IP to the extent required for you to privately use and enjoy the benefit of the Services and any Course Material.

(b) Except to the extent otherwise expressly agreed in an Order or in this clause 5, you will not under these terms or otherwise acquire Intellectual Property Rights in any The Good Mood Clinic IP.

5.4 DEFINITIONS

For the purposes of these terms:

(a)  "Client Content" means any documents or Material supplied by you to us under or in connection with these terms, the Services or an Order, including any Intellectual Property Rights attaching to that Material.

(b) "Developed IP" means all Material produced by us in the course of providing the Services, either alone or in conjunction with you or others, and any Intellectual Property Rights attaching to that Material.

(c) "Intellectual Property Rights" means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trade marks, designs, patents or other proprietary rights, Confidential Information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the date of this agreement, whether registered or unregistered.

(d) “Material” means tangible and intangible information, documents, reports, drawings, designs, software (including source and object code), inventions, concepts, data and other materials in any media whatsoever.

(e) "The Good Mood Clinic IP" means all materials owned or licensed by us that is not Developed IP and any Intellectual Property Rights attaching to that Material, including Course Material.

6. THIRD PARTY SUPPLIERS

(a) We may do any of the following:

• outsource any part of performing any Services; or
• procure materials, Services and Course Materials from third party suppliers;

without further notice to or permission from you.

(b) To the maximum extent permitted under applicable law, we will not be liable for any acts or omissions of those third parties, including where such third parties cause delay or damage to any part of your Order, or are negligent in providing services or goods.

 

PART B

FOR WHEN YOU BROWSE THIS WEBSITE…

7.  ACCOUNTS

(a) You may be required to sign up for an account on the Website (Good Mood Clinic Account), including in order to receive Services.

(b) When you register for a Good Mood Clinic Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration.

(c) You agree that you're solely responsible for:

• maintaining the confidentiality and security of your Good Mood Clinic Account information and your password; and

(ii)                any activities and those of any third party that occur through your Good Mood Clinic Account, whether those activities have been authorised by you or not.

(d)               You also agree to let us know if you detect any unusual activity on your account as soon as you become aware of it.

(e)               We won't be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Good Mood Clinic Account information or your password.

8. ACCESS AND USE OF THE WEBSITE

You must only use the Website in accordance with these terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with these terms and any applicable laws.

9.  YOUR OBLIGATIONS

You agree:

(a) not to copy, reproduce, translate, adapt, vary or modify the Website, Course Materials or the Services without our express consent;

(b) not to use the Website, Course Materials or the Services in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;

(c)  not to use the Website, Course Materials or the Services for the purpose of distributing unsolicited commercial content, junk mail, spam, bulk content or harassment;

(d) not to attempt to breach the security of the Website, Course Materials or the Services or The Good Mood Clinic’s system security, or otherwise interfere with the normal function of the Website, Course Materials or the Services, including by:

• gaining unauthorised access to The Good Mood Clinic’s Accounts or data about other users of the Services;
• scanning, probing or testing the Website, Course Materials or the Services for security vulnerabilities;
• overload, flood, mailbomb, crash or submit a virus to the Website, Course Materials or the Services or The Good Mood Clinic’s system; or
• instigate or participate in a denial-of-service attack against the Website, Course Materials or the Services or The Good Mood Clinic’s system; and

(e) to ensure that any of your employees, sub-contractors and other agents who you have authorised to use or access the Services comply with these terms.

10. INFORMATION ON THE WEBSITE

(a) While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that we do not (to the maximum extent permitted by law) guarantee that:

• the Website will be free from errors or defects (or both, as the case may be);
• the Website will be accessible at all times;
• messages sent through the Website will be delivered promptly, or delivered at all;
• information you receive or supply through the Website will be secure or confidential; and
• any information provided through the Website is accurate or true.

(b) We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content (as defined in clause 12(a) below).

(c) All information provided through the Website is general information. No information provided in through the Website is intended to be medical, psychological or professional advice of any kind and it should not be relied on as such. You should obtain specific medical, psychological and other professional advice before relying on the information provided through the Website. By not seeking such advice, you accept the risk that the information contained on the Website may not meet your specific needs.

11. YOUR CONTENT

11.1 TYPES OF CONTENT

As part of using the Website or the Services, you may upload images, content, information and materials you share with us or the public (including feedback, suggestions and enhancement requests), including by using the features of the Website, sharing content on social media or by contacting us, or when you register a Good Mood Clinic Account (Posted Materials).

11.2 POSTED MATERIALS

By providing or posting any Posted Materials, you represent and warrant that:

(a) you are authorised to provide the Posted Materials;

(b) the Posted Materials are free from any harmful, discriminatory, defamatory or maliciously false implications and do not contain any offensive or explicit material;

(c) the Posted Materials are not "passing off" of any product or service and does not constitute unfair competition;

(d) the Posted Materials do not infringe any intellectual property rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world (Intellectual Property Rights);

(e) the Posted Materials are accurate and true at the time they are provided;

(f) any Posted Materials which are in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

(g) the Posted Materials do not contain any viruses or other harmful code, or otherwise compromise the security or integrity of any network or system; and

(h) the Posted Materials do not breach or infringe any applicable laws, regulations or orders.

11.3 POSTED MATERIALS – IP LICENCE

By uploading any Posted Materials, you grant to The Good Mood Clinic (and its agents or service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in that Posted Material in order for The Good Mood Clinic to use, exploit or otherwise enjoy the benefit of such Posted Material.

11.4 REMOVAL OF POSTED MATERIALS

We don't have any obligations to screen Posted Material in advance of it being posted and your compliance with these terms is your responsibility. However, we may, if we choose, review and remove any Posted Material at any time without giving any explanation or justification for removing the material and/or information.

12. OUR CONTENT

(a) The Good Mood Clinic retains ownership of the Website and all materials on the Website (including Course Materials, text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.

(b) You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from The Good Mood Clinic or as permitted by law.

13.  THIRD PARTY TERMS AND CONDITIONS

(a) The Customer acknowledges and agrees that third party terms & conditions (Third Party Terms) may apply.

(b) The Customer agrees to any Third Party Terms applicable to any third party goods and services, and The Good Mood Clinic will not be liable for any loss or damage suffered by the Customer in connection with such Third Party Terms.

14. LINKS TO OTHER WEBSITES

(a) The Website may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.

(b) Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.

15. SECURITY

The Good Mood Clinic does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference.

16. REPORTING MISUSE

If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our Website.

17. FORCE MAJEURE

(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:

• reasonable details of the Force Majeure Event; and
• so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.

(b) Subject to compliance with clause 17(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

(c) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.

(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:

• act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
• strikes or other industrial action outside of the control of the Affected Party;
• war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
• any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.

 

PART C

LIABILITY AND OTHER LEGAL TERMS…

18. LIABILITY

(a) To the maximum extent permitted by applicable law, The Good Mood Clinic limits all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to this Website, these terms or any Services provided by The Good Mood Clinic to the total Fees paid to us by you in the 6 months preceding the first event giving rise to the relevant liability.

(b) All express or implied representations and warranties in relation to Services or Course Materials and the associated services performed by The Good Mood Clinic are, to the maximum extent permitted by applicable law, excluded.

(c) Nothing in these terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.

(d) (Indemnity) You indemnify The Good Mood Clinic and its employees and agents in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from your or your representatives':

• breach of any of these terms;
• use of the Website; or
• use of any goods or services provided by The Good Mood Clinic.

(e) (Consequential loss) To the maximum extent permitted by law, under no circumstances will The Good Mood Clinic be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Website, these terms or any Services provided by The Good Mood Clinic (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).

19. DISPUTES AND TERMINATION

19.1 DISPUTE RESOLUTION

(a) The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this agreement prior to commencing any proceedings.

(b) If a party requires resolution of a dispute it must immediately submit full details of the dispute to the chief executive officer of the other party.

(c) The parties acknowledge and agree that compliance with this clause 19 is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except:

• in the case of applications for urgent interlocutory relief; or
• a breach by another party of this clause 19

19.2 TERMINATION

(a) We may terminate these terms at any time by providing 1 months' written notice to you.

(b) Either party (Non-Defaulting Party) may terminate these terms immediately by written notice to the other party (Defaulting Party) if the Defaulting Party:

• is in breach of these terms and either:
  • fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
  • that breach is not capable of remedy.

19.3  ACCRUED RIGHTS AND LIABILITIES

The expiration or termination of these terms will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of these terms occurring prior to expiration or termination of these terms.

19.4 CONSEQUENCES OF EXPIRATION OR TERMINATION

Upon expiration or termination of this agreement:

(a) you must pay all amounts owed for Services already provided as at the date of termination;

(b) each party must return all property of the other party to that other party; and

(c) each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party.

19.5 SURVIVAL

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of these terms will survive and be enforceable after such termination or expiry, including clauses 2, 3, 4, 5, 6, 9, 10, 11, 12, 13, 18, 19 and 20.

20. GENERAL

20.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

20.2 WAIVER

No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

20.3 SEVERANCE

Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.

20.4 JOINT AND SEVERAL LIABILITY

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

20.5  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.

20.6 COSTS

Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.

20.7 ENTIRE AGREEMENT

This agreement (these terms in combination with any Order) embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.

20.8 INTERPRETATION

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

(b) (gender) words indicating a gender includes the corresponding words of any other gender;

(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(d) (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(e) (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(f) (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;

(g) (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;

(h)(headings) headings and words in bold type are for convenience only and do not affect interpretation;

(i) (includes) the word "includes" and similar words in any form is not a word of limitation; and

(j) (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.

21.  NOTICES

(a)  A notice or other communication to a party under this agreement must be:

• in writing and in English; and
• delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:

• 24 hours after the email was sent; or
• when replied to by the other party,

whichever is earlier.