TERMS & CONDITIONS

(a) Once you have completed the Course Enrolment you will be granted access to the Online Course to which you have enrolled via the Platform.

(b) Unless otherwise specified on the Platform, Our Online Courses are provided in a pre-recorded format, to be viewed online through your Account and not downloaded (except to the extent permitted), reproduced or republished by you in any way.

(c) We reserve the right to upgrade, modify or make additions to the Course Content offered to you at the date of Course Enrolment, including without limitation during the Course Term (as defined in clause 3(a) below).

(d) You are responsible for managing your Account and ensuring that you only access and engage with the Online Course in an appropriate manner.

(a) Your Course Enrolment will be valid for the duration of the Online Course as set out on our Website, or if your Enrolment is terminated in accordance with clause 10, your access to the Online Course shall be revoked earlier (“Course Term”). Your Account will be active but restricted. You may delete your Account at any time after the expiry of the Course Term.

(b) You are granted a limited licence to use the Online Course for your own personal, educational, professional and non-commercial purposes during the Course Term.

(c) You must not give access to or transfer your Account to any other Person. In these Terms, “Person” means a person and includes a reference to any individual, company, partnership, trust, association, government or local authority department or other authority or body (whether incorporated or unincorporated).

(d) We will revoke your licence and terminate your Account if we suspect, for any reason, in our sole discretion, that the licence has been misused, for example, the Online Course has been distributed to other people, or access to your Account has been given to other people, or improper or commercial use of or infringement of any intellectual property rights has been made in the Online Course, or if you do not or fail to comply with these Terms.

(e) On completion of the Online Course, you may download a certificate of completion via the Platform. If you have any problems or issues downloading your certificate of completion, then please contact us at contact@neglectedelements.com.

(a) All Fees are:

(i) as displayed and accepted by you at the time of checkout (“Fees”);

(ii) in ‘£’ or ‘GBP’; and

(iii) subject to change without notice prior to the Course Enrolment.

(b) (Payment obligations) You must pay the Fees in full at the time of your Course Enrolment via our Online Payment Provider.

(c) (VAT) Unless otherwise indicated, amounts stated on the Platform excludes VAT.

(d) (Online payment partner) We may use third-party payment providers (“Payment Providers”) to collect payments for the Online Course. The processing of payments by the Payment Provider will be, in addition to these Terms, and subject to the terms, conditions and privacy policies of the Payment Provider. 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.

(e) (Pricing errors) In the event that we discover an error or inaccuracy in the price of your order, we will attempt to contact you and inform you of this as soon as possible and rectify the pricing error.

(a) While the Online Course have been prepared with every effort to ensure that the content within the Online Course is accurate, reliable, complete and correct, the information provided in the Online Course is general in nature and we provide no guarantee that:

(i) the Online Course will be useful or relevant to you or that by applying any ideas, recommendations, methods or techniques in the Online Course you will achieve any particular outcomes; and

(ii) the information provided in the Online Course is suitable for any particular purpose, accurate, current or free of errors.

(b) The Online Course does not consider any personal or professional circumstances or specific goals and all information provided as part of the Online Course is not intended to be strict medical or professional advice, diagnosis or treatment of any kind and should not be relied on as such.

(c) The Online Course and the Course Content may encompass a wide range of subjects, including without limitation clinical skills (including communication and examination skills), medical management of health issues, surgical and non-surgical procedures. Every Learner may react to, or comprehend the Course Content differently. Please note that the comprehension and application of the Course Content are subjective and may vary from person to person.

(d) The Online Course and the Course Content may contain material or information that is not related to medical or healthcare topics. The inclusion of non-medical content is for educational and informational purposes only and may serve to provide a broader perspective on related subjects.

(e) We may produce suggestions, guidelines or strategies for purely educational purposes. These guidelines present recognised methods and techniques based on published evidence, for consideration by professionals including doctors and other health professionals. The professional must make the final judgement regarding a particular guidance, advice, intervention, or action, such as surgical procedures, in the light of data and information presented by the patient and the options available. The professional should take proper advice before making any decisions as regards to guidance, advice, intervention, or action, such as surgical or non-surgical procedures. We do not accept any responsibility or liability for any errors or omissions in the Course Content, or for any direct, indirect or consequential loss or damage arising from the use of the Online Course.

(f) All guidance and advice provided via the Online Course should not be taken or used without first using your own expertise, knowledge and experience. In all cases, other senior experienced staff and specialists on the topic should be consulted. All Learners should check the appropriate sources and published evidence. We advise you to be aware of the guidelines issued by your local organisations or government guidelines and follow them. We do not take responsibility or liability for any malpractice, decisions made, or any issues or problems that arise from the guidance and information provided in our Online Course and Course Content.

(g) Many factors will be important in determining whether you achieve any actual results in relation to the topics covered in the Online Course and there is no guarantee that you will achieve any specific goal or outcome by relying on the materials in the Online Course.

(h) We are not responsible for any of your actions, decisions or choices and any methods and techniques implemented by you are done so at your own risk.

(i) The Online Course is not intended to replace any medical advice or support and you should seek or obtain appropriate professional or medical advice before relying on any information, methods or techniques provided during the Online Course.

(j) The Course Content may contain external links and sources of information or assistance but inclusion does not constitute endorsement of any kind. Reliance on the Course Content should be made at your own risk. We shall not be responsible or liable for the contents of any external links or sources.

(k) You agree and acknowledge that the Online Course and the Course Content may include information or material that is disturbing, emotionally challenging or unsettling. You are accessing the Online Course and the Couse Content voluntarily and at your own risk. It is your responsibility to assess whether the information or the material provided is suitable for your personal sensitivities, mental health and emotional well-being.

(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (“GDPR”) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (“Data Protection Legislation”) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.

(b) During the Course Term and after the delivery of the Services, you agree that we will be processing personal data for our own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:

(i) for providing the Services, to contact and communicate with you, and to respond to your enquiries;

(ii) the Company and/or its authorised representatives and third party service providers may use your contact details to send marketing or promotional materials or other publications;

(iii) the Company may process personal data concerning its other clients/learners and contacts in other ways for its own business purposes; and

(iv) the Company may process and transfer personal data as necessary to effect a re-organisation of its business.

(c) Before performing the processing, the Company shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. The Company will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by the Learner to the Company against unauthorised or unlawful processing, accidental loss, destruction or damage, including when the Company subcontract any processing (for example, in the case of external storage of data).

(d) The Learner’s instructions are taken to include the use by the Company, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, legal processing and the like, in accordance with the foregoing.

(e) By accepting the Terms, the Learner gives positive consent for the Company to obtain, store and process information about the Learner as described in the preceding paragraphs. The Learner agrees that where necessary the Learner will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing the Company with personal data. It is also a term of this agreement that any personal data supplied by the Company to the Learner about employees or independent contractors of the Company and/or any third parties may only be used for the express purposes for which that information is provided to the Learner.

(f) Each party shall comply with the terms of and its obligations under the Data Protection Legislation.

(g) The Platform collects personal information about you for the purposes set out in the Platform’s Privacy Policy https://www.neglectedelements.com/privacy (“Platform Privacy Policy”). In addition to the Platform Privacy Policy, you agree to be bound by the Learnworld’s privacy policy.

7.1 OUR IP

(a) The Intellectual Property Rights in the Online Course, our Services, the Online Course content or materials including without limitation any videos, audio recordings, podcasts, modules, worksheets, e-books, pdfs, quizzes, course exercises and any other related information or content (“Course Content”) excluding Learners Content are owned by us.

(b) The Company grants to the Learner a revocable, transferable, worldwide and royalty-free licence to access and view the Course Content and download some of the Course Content in order for the Learner to use and enjoy the benefit of the Course Content.

(c) Except as permitted under these Terms and applicable laws, no part of the Course Content may be reproduced, screenshot, screen-recorded, downloaded, adapted, distributed, displayed, transmitted or otherwise exploited for any purposes (whether personal, commercial or otherwise) without our express prior written consent.

(d) You will not under these Terms acquire Intellectual Property Rights in any of Our IP.

7.2 DEFINITIONS

For the purposes of these Terms:

(a) “Our IP” means all Course Content owned or licensed by us and any Intellectual Property Rights attaching to the Course Content.

(b) “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement/Terms, in the United Kingdom and throughout the world.

(a) You shall not, during, or at any time after, the Course Term, disclose Confidential Information directly or indirectly to any third party, except:

(i) with our prior written consent; or

(ii) as required by applicable law.

(b) If you become aware of a suspected or actual breach of clause 8(a), you will immediately notify us in writing and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach. The parties agree that damages may not be a sufficient remedy for a breach of clause 8(a).

(c) You may only use our Confidential Information for the purposes of exercising your rights or performing your obligations under these Terms.

(d) On termination of this agreement, you agree to immediately revoke access to your Account, and return to us, or (if requested by us) destroy, any documents or other Material in your possession or control containing our Confidential Information.

(e) We agree to keep your personal information that was shared with us during the Course Term confidential.

(f) In these Terms, “Confidential Information” means and includes 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, the subject matter of these Terms, the Course Content, the Intellectual Property Rights), but does not include information which is, or becomes, without a breach of confidentiality, public knowledge or third party information collected in the course of provision of the Services.

(g) This clause shall survive the termination of this agreement.

(a) The Online Course is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot and do not represent, warrant (expressly or impliedly) or guarantee that:

(i) the Online Course will be free from errors or defects;

(ii) the Online Course will be accessible at all times;

(iii) information you receive or supply through the Online Course will be secure or confidential; or

(iv) any information provided through the Online Course is accurate or true;

(v) that the Online Course is fit for a particular purpose, accuracy of information, compatibility and satisfactory quality; or

(vi) the functions contained in the material contained on a Platform will be uninterrupted or error free, that defects will be corrected, or that a Platform or the server that makes it available are free of viruses or represent the full functionality, accuracy, reliability of any materials provided on a Platform.

(b) We use industry best practices to provide a high uptime, including a fault-tolerant architecture hosted in cloud servers. We do not provide any kind of refund for outages.

(c) We accept no liability for any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

(d) We reserve the right to modify, suspend or discontinue a Platform at any time without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuation of a Platform.

(e) We will try to give you reasonable notice of any suspension or withdrawal but are under no obligation to do so.

10.1 CANCELLATION BY YOU

(a) We want you to be completely satisfied with the Services you order from us. If you need to speak to us about your Online Course, then please contact us using the details provided in clause 22(c).

(b) This is a Distance Contract which is subject to the cancellation rights (“Cancellation Rights”) set out below. As a consumer, you can cancel your Course Enrolment by notifying us within 14 days of payment of the Fees (the “Cooling-off Period”), if you change your mind and without giving us a reason. In such a case, we will issue you with a full refund.

(c) Please note that these Cancellation Rights, however, do not apply if you have already used or accessed any Course Content or any Services or downloaded any document or Course Content from the Platform when you cancel. In such a case, you will not be entitled to receive any refund.

(d) You may cancel this agreement at any time after the Cooling-off Period by notifying us in writing. In case of cancellation of these Terms after the Cooling-off Period, any amounts or the Fees paid to us shall be non-refundable.

10.2 CANCELLATION BY US

(a) To the extent permitted by law, we reserve the right to terminate your access to any part of the Online Course (including terminating your Account entirely) at any time without notice to you in case of breach or failure of compliance of these Terms by you.

10.3 EFFECT OF TERMINATION

 Upon termination of these Terms:

(a) your Account will be terminated, and you will no longer have access to the Online Course; and

(b) you must immediately deliver to us all property belonging to us and Course Content comprising or containing any of Our IP (as defined in clause 7.2(a)) which is in your care, custody or control, and you must thereafter destroy any copies you have of such Course Content.

(c) You have the right to be forgotten and you may request us to delete any information in our possession or control containing your Confidential Information.

10.4 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.

(a) You must not make any disparaging or defamatory remarks in respect of the Online Course or against the Company or its representatives, employees, contractors, officer, directors or shareholders (“Personnel”).

(b) Subject to clause 11(a), you may upload videos, post messages or comments, or publish a review or general information about what you have learnt from the Online Course, online or on social media (or both) (“Learners Content”), provided such content is general in nature and does not cover any of the actual content or information covered in the Online Course. We reserve the right to require you to remove any such publications, review or accreditation.

(c) You should adhere to and comply with clause 17 when uploading any Learners Content on the Platform.

(d) If you wish to place a link to this Platform on other sites, you may do so only to the home page of the site www.neglectedelements.com without our prior permission. Deep linking (i.e. links to specific pages within the site) requires our express written permission. To find out more please contact us by email at contact@neglectedelements.com.

12.1 THIRD PARTY GOODS AND SERVICES

(a) The Platform and Online Course may be powered by services provided third parties (including the Learnworlds platform, Course Enrolment Platform and Payment Provider and any third party platforms mentioned in the Online Course Content) and therefore subject to the terms and conditions of those third parties. Your use of the Online Course is subject to any applicable third party terms and conditions and you agree to familiarise yourself with all applicable third party terms and conditions.

(b) To the maximum extent permitted under applicable law and our agreements with any applicable third parties, we will not be liable for any acts or omissions of those third parties, including in relation to any fault or error of the Online Course or any issues experienced in the Course Enrolment or in the course of the Online Course.

12.2 THIRD PARTY CONTENT

The Platform and Online Course Content may contain text, images, videos, data and other content provided by a third party and displayed in the information provided through the Platform and/or Online Course (“Third Party Content”). We accept no responsibility for Third Party Content and make no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

12.3 LINKS TO OTHER WEBSITES

(a) The Platform and Online Course 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 such content. Third party links may also contain distressing or disturbing content and Users are recommended to use discretion when opening links.

(b) Inclusion of any linked website on the Platform or Online Course does not imply our approval or endorsement of the linked website, nor of the linked website’s and/or associated business’ approval or endorsement of Neglected Elements, our Platform or our Online Course.

(c) We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.

(a) We retain ownership of the Platform and all materials on the Platform (including 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 Platform for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Platform or any Website Content without prior written consent from us or as permitted by law.

(c) Additional terms apply in respect of the intellectual property rights in the Course Content, as set out in clause 7.

(a) To view parts of the Platform, including but not limited to enrolling in an Online Course, you may be required to sign-up, register and receive an account through the Platform (an Account).

(b) As part of the Account registration process and as part of your continued use of the Platform, you may be required to provide personal information and details, such as your email address, first and last name, job description, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by us from time to time.

(c) You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.

(d) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.

(e) We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with these Terms.

(f) It is recommended that you do not share your Account details, particularly your username and password. We accept no liability for any losses or damages incurred as a result of your Account details being shared by you. You are solely responsible for all activity that occurs on your Account, including any information associated with your Account and anything that happens in relation to it including (without limitation) unauthorised or wilfully malicious access granted by you to another person.

(g) You are responsible for the security of your Account. If you know or suspect or have reason to believe that your Account details have been obtained by another person without consent, you should contact us immediately to suspend your Account.

(h) When choosing your username you are required to adhere to the terms set out in clause 17. Any failure to do so could result in the suspension and/or deletion of your Account.

(i) If we have to contact you, we will do so by writing to you at the email address you provided to us when setting up your Account.

(a) The Platform (including but not limited to the Platform Content and the Course Content) may contain information, including accounts and descriptions including but not limited to in the written or audible form, images, videos and recordings which depict or refer to distressing topics or situations, including images which may be triggering or upsetting to some viewers or Learners or which may not be suitable for young viewers such as those under the age of eighteen (18) years (Distressing Content).

(b) You must use your own discretion as to whether to view the Distressing Content, and you are solely responsible for ensuring that the Distressing Content is not made available to young or sensitive users via your Account.

The Services are provided to you via the Platform. We do not undertake any responsibility that your information, data or other electronic materials including Account details (“Data”) that is being backed-up or stored as part of the Online Course will be stored securely. We will not be liable for any unauthorised use, destruction, loss, damage or alteration to the Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

(i) You must not use obscene, racist or vulgar language;

(ii) You must not submit any content or information that is unlawful or otherwise objectionable. This includes, but is not limited to, content or information that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;

(iii) You must not submit any content that is intended to promote or incite violence;

(iv) It is advised that submissions are made using the English language as we may be unable to respond to enquiries submitted in any other languages;

(v) The means by which you identify yourself must not violate these Terms or any applicable laws;

(vi) You must not impersonate other learners, particularly employees and representatives of the Company or our affiliates; and

(vii) You must not use our system for unauthorised mass-communication such as spam or junk mail.

(b) You acknowledge that the Company reserves the right to monitor any and all communications made to us or using the Platform.

(c) You acknowledge that the Company may retain copies of any and all communications made to us or using the Platform.

(d) You acknowledge that any information you send to us via the Platform may be modified by us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of such information must be communicated to us in advance and we reserve the right to reject such terms and associated information.

(e) Although we may from time to time monitor or review discussions, chat, postings, transmissions and other communications media on a Platform, we are under no obligation to do so and assume no responsibility or liability arising from the content of any such locations nor for any error, omission, infringement, defamation, obscenity, or inaccuracy contained in any information within such locations on a Platform.

 If you become aware of misuse of the Platform or the Online Course by any person, any errors in the material in the Platform or Online Course or any difficulty in accessing or using the Platform or Online Course, please contact us immediately at contact@neglectedelements.com.

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

(a) To the maximum extent permitted by applicable law, we limit 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 the Online Course, the Platform, the Services, these Terms or any other services provided by us.

(b) The Company, its directors, shareholders, officers, affiliates, employees, instructors, and agents are not liable for any mental health injury, distress, anxiety, stress, depression, or any other emotional or psychological discomfort that may result from viewing or engaging with the Course Content.

(c) To the maximum extent permitted under applicable law, we exclude our liability for:

(i) delays in data transfers, data failures or loss of data;

(ii) errors or omissions in the Course Content or any Platform content; or

(iii) non-availability of access to the Course Content or any Platform content.

(d) To the extent permitted under applicable law, all express or implied representations and warranties in relation to the Online Course, the Platform, the Services, these Terms or any other services provided by us are, to the maximum extent permitted by applicable law, excluded.

(e) Nothing in these Terms is intended to limit the operation of the applicable consumer law. However, you should be aware that you use the Platform and the content at your own risk.

(f) (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of the Company to the Learner in respect of any costs, loss (including consequential loss) or damages suffered by you under or in connection with these Terms are limited to the total Fees actually paid to the Company by the Learner at the time of the Course Enrolment.

(g) (Indemnity) You indemnify us and our employees and agents in respect of all liability for loss, damage, injury or death which is or may be suffered by any person arising from your or your authorised representative’s:

(i) breach of any of these Terms; or

(ii) use of the Online Course, the Platform, the Services or any other services provided by us in any manner that is not in accordance with these Terms.

(h) (Consequential loss) To the maximum extent permitted by law, under no circumstances will we be liable for any indirect, incidental, special or consequential loss or damages, or damages for delays in data transfers, data failures, loss of data arising under or in connection with the Online Course, the Platform or the Services, these Terms or any other services provided by us (except to the extent this liability cannot be excluded under applicable UK consumer law).

(a) A party claiming that a dispute has arisen under or in connection with the parties must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

(b) A party that requires resolution of a dispute which arises under or in connection with these Terms must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 30 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

(a) A notice or other communication to a party under these Terms must be:

(i) in writing and in English; and

(ii) delivered to the other party via email, to the email address most regularly used by the parties to correspond regarding the subject matter of these Terms as at the date of these Terms (“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 the email was not delivered to the other party’s Email Address, notice will be taken to be given:

(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or

(ii) when replied to by the other party,

whichever is earlier.

(c) If you have any issues, concerns or complaints or otherwise want to contact us, please send us an email at contact@neglectedelements.com. We make every effort possible to respond in a timely manner but we do not guarantee a particular response time.

23.1 GOVERNING LAW AND JURISDICTION

These Terms are governed by the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the English courts 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.

23.2 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.

23.3 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.

23.4 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.

23.5 ASSIGNMENT

You shall not assign, novate or otherwise transfer any of its rights or obligations under these Terms to any third Person without our prior written consent. We can assign the rights or novate these Terms in whole or part with your consent, on notice which may be communicated electronically on the website or by email.

23.6 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.

23.7 ENTIRE AGREEMENT

These Terms constitute 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.

23.8 THIRD PARTY RIGHTS

These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

23.9 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 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/this agreement) 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;

(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; and

(k) (written or writing) includes communication by email.