Last updated on 30th March 2023

VetYogi Limited

Company number: 11504002

Address: 31 Grange Road, Lytham St. Anne's, Lancashire, FY8 2BW

TERMS AND CONDITIONS

FOR BUYING CONTENT

AND JUST BROWSING

Welcome to the VetYogi Collective. Thank you for your interest in our online yoga and meditation classes! In these terms, we also refer to VetYogi Collective as “our”, “we, or “us”. And you are you!

What are these terms about?

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

These terms also apply when you purchase a one-off meditation or yoga class (Single Class Pass) or subscribe to a monthly or annual membership for access to all pre-recorded videos in our content library (Membership) through this Website (collectively, the Content).

We also run an e-commerce store (Online Shop) and have separate terms and conditions if you place an order or purchase products from our Online Shop, here: www.vetyogi.co.uk.

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: https://collective.vetyogi.com/pages/privacypolicy

Please note that if you choose a Membership Subscription, your Membership Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Membership Subscription in accordance with clause 5. Please ensure you contact us if you want to cancel your Membership Subscription.

How do I read these terms?

We separated these terms into three parts, so they are easy to read and understand. Those parts are:

·       PART A: Terms for when you sign up for Content (applies when you buy)

·       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 Content unless you have read and agree to these terms.

Summary of your key rights

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that you have a 14-day right to change your mind and get a full refund on your digital content. You do not have this right to cancel the digital content once the digital content has been supplied to you, provided you have been told this and have agreed to waive your cancellation right. By purchasing a Membership, you consent to receiving access to the Membership and its applicable inclusions immediately at the time of purchase, and you acknowledge that this means you lose your right to the 14-day cancellation period under the Consumer Rights Act 2015.

The Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality. If your digital content is faulty, you’re entitled to a repair or a replacement.

If the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some, or all of your money back. If you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation.

This is a summary of some of your key rights. For detailed information from Citizens Advice, please visit www.citizensadvice.org.uk or call 03454 04 05 06. This information is not intended to replace the terms and conditions below, which you should read carefully.

PART A

FOR WHEN YOU BUY CONTENT…

1.                  SUBMITTING AN ORDER

(a)               By submitting an order for purchase of Content using the Website’s functionality (Order) you represent and warrant that:

(i)                 you have the legal capacity to enter into a binding contract with us and are over the age of 18; and

(ii)                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 Content you have ordered in exchange for your payment of the total amount listed upon checkout.

(c)                This Part A of these terms is not agreed between you and us until we have approved your payment and you receive an email from us confirming that your order has been accepted.

2.                  CORPORATE MEMBERSHIPS

(a)               We may offer corporate memberships from time to time, which allow companies to purchase Memberships on behalf of employees (Corporate Membership).

(b)               All individual users of Corporate Memberships will be required to set up an Account with us in accordance with clause 3.1.

(c)                By accepting a Corporate Membership and signing up for an Account, you are deemed to accept these terms and conditions.

(d)               You acknowledge and agree that additional terms may apply to Corporate Memberships.

(e)               We reserve the right to suspend or terminate your access to our Content Library in the event that your Corporate Membership is terminated, or for any breach of the terms of your Corporate Membership.

(f)                 Your Corporate Membership will automatically terminate at the end of the Corporate Membership Period, unless renewed by you or your employer and such fees paid for in advance.

3.                  YOUR ACCOUNT, OUR CONTENT AND LICENCE TO CONTENT

3.1               ACCOUNT

(a)               To place an Order and to access the Content, you will be required to sign up for a personal account (Account). When you sign up for an Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration.

(b)               You agree that you’re solely responsible for:

(i)                 maintaining the confidentiality and security of your Account information and your password. Do not share your Account information (including login details and passwords) with anyone else; and

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

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

(d)               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 Account information or your password.

3.2               OUR CONTENT

(a)               Our Content is carefully designed to improve your understanding and technique of meditation & yoga.

(b)               We will endeavour to ensure that the Content provided will be substantially the same as the Content described on our Website.

(c)                Depending on your Order, the Content will include:

(i)                 a one-off single meditation & yoga class accessible via our Website (Single Class Pass); or

(ii)                access to pre-recorded meditation & yoga in our content library and any other benefits we may offer from time to time as part of a membership tier, including without limitation live classes and resources (Content Library), with payment either on a monthly or annual basis (Membership).

(d)               We may also offer additional Membership benefits from time to time, (including different benefits for different Membership tiers) as set out on the Website. We reserve the right to change the Membership benefits provided we give you with one (1) months’ notice of any reduction in the Membership benefits.

(e)               We do not guarantee that any new classes will be added to our Content Library, and we do not guarantee that any classes on the Content Library from time to time will remain accessible in the Content Library, and we reserve the right to remove classes from the Content Library at any time.

(f)                 If you subscribe to a Membership, you will be granted access to your Content by logging into the Website using your Account details. The Content is provided in a video format, to be viewed online through your Account and not downloaded.

(g)               We may offer live yoga or meditation classes as part of our Membership via video link (i.e. Zoom)(Live Class). We reserve the right to record the Live Class and include it in the Content Library.

(h)               It is your responsibility to access the Live Class at the scheduled start time. You will not be entitled to reschedule the Live Class due to your failure to attend the Live Class at the scheduled start time or are otherwise not able to access the relevant video platform application due to reasons beyond our control.

(i)                 We reserve the right to change the time, or cancel, any Live Class we offer.

(j)                 The Content provided as part of your Order may, from time to time, include additional material such as informational handbooks. These terms apply to any additional Content provided by us.

3.3               LICENCE

(a)               You are granted a licence to use the Content purchased by you for your own purposes. Each Account must only be used by one person, and you must not give access to your Account to any other person.

(b)               Your licence will continue:

(i)                 for the duration of the Live Class; or

(ii)                for the period that you maintain a valid Membership,

as long as we are in operation as a business.

(c)                We will only revoke your licence if we suspect that you are misusing the licence, for example by distributing the Content to other people or giving access to your Account to other people, or if you otherwise do not comply with this agreement.  

4.                  PAYMENT

4.1               PAYMENT GENERALLY

(a)               (Payment obligations) You must pay for all Content at the time specified when placing an Order.

(b)               (Online payment partner) We may use third-party payment providers (Payment Providers) to collect payments for Content, currently Stripe and PayPal. 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.

(c)                (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.

4.2               PAYMENT FOR LIVE CLASSES

All prices are:

(a)               as displayed and accepted by you at the time of checkout;

(b)               payable at the time of placing an Order;

(c)                per class (or bundle of classes, as applicable); and

(d)               subject to change without notice prior to you completing an Order.

4.3               PAYMENT FOR A MEMBERSHIP

(a)               You must pay fees to us in the amounts and at the times specified at the time of check-out, either on a monthly or annual basis (Membership Fees).

(b)               All Membership Fees must be paid in advance.

(c)                All monthly Memberships will be on a Membership Subscription basis in accordance with clause 5.

(d)               We reserve the right, from time to time, to change the Membership Fees. We will notify you in advance if we do this.

5.                  MEMBERSHIP SUBSCRIPTION FEES AND PAYMENT

This clause 5 shall only apply to Monthly Memberships (Membership Subscription).

(a)               You must pay fees to us in the amounts and at the times specified in the pricing section of the Website for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees).

(b)               Unless otherwise agreed in writing, the Subscription Fees are due and payable on a monthly basis until cancelled in accordance with clause 5(c).

(c)                (Automatic Recurring Billing) Your Membership Subscription will continue to renew on a monthly basis indefinitely, and you must pay Subscription Fees in respect of each monthly period, unless you notify us prior to 14 days of the expiry of the then current month that you want to cancel your Membership Subscription. Otherwise, we will continue to debit the Subscription Fees from your account each month. We will not pay any charge back amount if you fail to cancel your Membership Subscription in accordance with this clause.

(d)               By choosing a Membership Subscription, you acknowledge that your Membership Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Membership Subscription. We may submit periodic charges for the Subscription Fees without further authorization from you, until you provide prior written notice (receipt of which is confirmed by us) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorization or change your payment method, please contact us via our Website.

5.2               UPGRADES AND DOWNGRADES

(a)               We may offer different tiers of Membership (Membership Tiers) from time to time.

(b)               You may notify us that you would like to upgrade or downgrade your Membership Tier at any time. If you do:

(i)                 You will be required to pay the relevant Fees for your Membership Tier before access is granted;

(ii)                If your Membership is a Membership Subscription then upon providing such access, we will apply the new, relevant Subscription Fees, in the monthly billing cycle immediately following the month in which your access to the new Membership Tier was provided, and you will be charged at the new Subscription Fee in that subsequent month (subject to clause 3.1(b)); take reasonable steps to promptly provide you with access to the new Membership Tier; and

(iii)               Once payment of the relevant Fees has been made, we will grant you access to the new Membership Tier.

(c)                For the avoidance of doubt, if you choose to downgrade your Membership, the new Fees will kick in at the start of the next billing cycle, unless we notify you otherwise. We generally don’t pro-rate downgrades in between billing cycles, however we reserve the right to do so from time to time.

(d)               These Terms will be taken to be amended in accordance with any changes agreed in accordance with clause 5.2(b).

(e)               If you choose to downgrade your Membership, you acknowledge and agree that we are not liable for, and you release us for all claims arising in connection with, any loss of content, features, or capacity, in relation to a downgrade in your Membership.

6.                  CANCELLATIONS & REFUNDS

6.1               Right to cancel

(i)                 You have the right to cancel an Order within 14 days of placing an Order (Cancellation Period) without giving any reason.

(ii)                To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement to us, for example by emailing us using the contact details available on our website or by using the membership cancellation function on the Website.

(iii)               To meet the Cancellation Period deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the Cancellation Period has expired.

6.2               CANCELLATION OF YOUR MEMBERSHIP BY YOU

This clause applies in addition to, and is not intended to limit or replace, your rights set out in clause 6.1.

(a)               If you selected a monthly Membership Subscription:

(i)                 Unless otherwise agreed in writing, the Subscription Fees are due and payable on a monthly basis, with the first payment being due on the date you place your Order.

(ii)                Your Membership Subscription will continue to renew on a monthly basis indefinitely, and you must pay Subscription Fees in respect of each monthly period, unless you cancel your Membership Subscription in accordance with clause 5(c). Otherwise, we will continue to charge the Subscription Fees each month.

(b)               If you selected an annual Membership:

(i)                 Unless otherwise agreed in writing, the Membership Fees are due and payable on an annual basis, with the first payment being due on the date you place your Order.

(ii)                Your Membership will continue to renew on an annual basis indefinitely, and you must pay Membership Fees in respect of each annual period, unless you notify us at least 24 hours before the start of your next monthly billing period that you want to cancel your Membership. Otherwise, we will continue to debit the Membership Fees from your account each year.

(c)                Subject to clause 6.2(d), by signing up and purchasing a Membership:

(i)                 you consent to receiving access to that Membership and its applicable inclusions immediately at the time the purchase of your Membership has been accepted by us; and

(ii)                you acknowledge that this means you lose your right to the 14-day cancellation period under the Consumer Rights Act 2015 and you will not receive a refund if you cancel your Membership prior to the end of the relevant billing period.

(d)               The Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality. If your digital content is faulty, you’re entitled to a repair or a replacement. Please get in contact with us if you believe you are entitled to a repair or replacement of the Membership Fees.

6.3               CANCELLATION OF YOUR MEMBERSHIP BY US

We may cancel your Membership at any time, without notice. If we cancel your Membership, we will refund you on a pro rata basis for the remainder of your Membership period.

6.4               EFFECT OF CANCELLATION OF YOUR MEMBERSHIP

On cancellation of your Membership, once the then-current monthly billing period ends:

(a)               you will no longer have access to the Content; and

(b)               we will delete any personal information and account details 30 days after cancellation.

7.                  INTELLECTUAL PROPERTY

(a)               We retain all intellectual property rights in the design of the Content. You must not attempt to copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher, decompile, download or otherwise commercialise the Content other than with our express written permission, which we may withhold in our sole discretion.

(b)               In this clause, "intellectual property rights" means all copyright, trademark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in the United Kingdom and throughout the world.

8.                  PUBLISHING PHOTOS OR REVIEWS ONLINE / ON SOCIAL MEDIA

(a)               You may publish photos of or reviews on the Content online or on social media (or both), and we ask that you please provide accreditation to VetYogi Collective by reference or hashtag. We reserve the right to require you to remove any posts that feature the Content or remove any accreditation to us.

(b)               If you provide photos to us of anything you produce as a result of the Content or post reviews on the Content, we may publish those photos or reviews online, including on our Website or social media accounts, without any rights of accreditation to you. We may accredit you if appropriate information is provided.

9.                  DISCLAIMERS

(a)               Meditation & yoga taught in the Content may be advanced in skill level and can be dangerous. Not all classes available in the Content are suitable for all users, and participating in the classes may expose you to risks, including accidents, serious injury or property damage. Only those with the relevant level of skill, competence and physical aptitude should take part in the Content.

(b)               The Content is generally not suitable for pregnant women unless specifically agreed between you and us, and if you have sought medical advice prior to confirm that it is appropriate & safe for you to take part in the Content.

(c)                We are not mental health professionals or medical professionals and do not provide medical advice, including advice on diagnosing, examining, and treating medical conditions. Any information included in the Content is not a substitute for medical advice.

(d)               Before relying on the Content or taking part in classes, seek medical advice to evaluate any risks. By not seeking such advice, you accept the risk that the Content may not be right for you.

(e)               We do not guarantee that the Content will lead to specific outcomes as individual results are based on a large variety of factors.

(f)                 Any recommendations provided by us as part of the Content are not to be taken as medical advice and are not exhaustive of all possible solutions or remedies.

(g)               Any information provided to you as part of or in connection with the Content is general in nature and may not be suitable for your circumstances. We do not guarantee the accuracy, correctness or completeness of any information provided in the Content.

(h)               We make no guarantees as to the resolution or quality of the Content while streaming or otherwise viewing the Content. The viewing quality of the Content will depend on a variety of factors including your internet speed, location, the device on which you are accessing the Content, bandwidth and download speed.

(i)                 It is your responsibility to comply with applicable Laws, including privacy laws.

10.               THIRD PARTIES

10.1            USCREEN

We use a third-party video platform, Uscreen, to upload and distribute the Content. By using the Content, you acknowledge and agree that Uscreen’s terms & conditions may apply. You agree to Uscreen’s terms & conditions, and we will not be liable for any loss or damage suffered by you in connection with such terms.

10.2            THIRD PARTY CONTENT

The Content may contain text, images, data and other content provided by a third party (Third Party Content).  We're not responsible for any of this Third Party Content and we make no representation or warranty about the quality, suitability, accuracy, reliability, currency or completeness of any Third Party Content. 

10.3            THIRD PARTY LINKS

The Content may also contain links to websites operated by third parties (Third Party Links). Third Party Links are provided for convenience and may not remain current or be maintained. We do not endorse and are not responsible for Third Party Links and have no control over or rights in linked websites.

10.4            THIRD PARTY TERMS AND CONDITIONS

By using the Content, or any other third party service, you acknowledge and agree that third party terms & conditions (Third Party Terms) may apply.

You agree to any Third Party Terms applicable to any third party goods and services, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

PART B

FOR WHEN YOU BROWSE THIS WEBSITE

11.               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.

12.               YOUR OBLIGATIONS

You must not:

(a)               copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without the express consent of VetYogi Collective;

(b)               use the Website for any purpose other than the purposes of browsing, selecting or purchasing Content;

(c)                use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;

(d)               use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;

(e)               use the Website with the assistance of any automated scripting tool or software;

(f)                 act in a way that may diminish or adversely impact the reputation of VetYogi Collective, including by linking to the Website on any other website; and

(g)               attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:

(i)                 gaining unauthorised access to Website accounts or data;

(ii)                scanning, probing or testing the Website for security vulnerabilities;

(iii)               overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or

(iv)               instigate or participate in a denial-of-service attack against the Website.

13.               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:

(i)                 the Website will be free from errors or defects (or both, as the case may be);

(ii)                the Website will be accessible at all times;

(iii)               messages sent through the Website will be delivered promptly, or delivered at all;

(iv)               information you receive or supply through the Website will be secure or confidential; and

(v)               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.

14.               INTELLECTUAL PROPERTY

(a)               VetYogi Collective retains ownership of the Website and all materials on the Website (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 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 VetYogi Collective or as permitted by law.

(c)                In this clause, "intellectual property rights" means all copyright, trademark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in the United Kingdom and throughout the world.

15.               THIRD PARTY TERMS AND CONDITIONS

(a)               You acknowledge and agree that third party terms & conditions (Third Party Terms) may apply.

(b)               You agree to any Third Party Terms applicable to any third party goods and services, and VetYogi Collective will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

16.               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.

17.               THIRD PARTY HOSTING

(a)               This Website is hosted by a third party and the terms and conditions of that third party may apply to your use of this Website to the extent applicable to you.

(b)               To the maximum extent permitted under applicable law and our agreement with our third party hosting provider, we will not be liable for any acts or omissions of that third party, including in relation to any fault or error of the Website or any issues experienced in placing Orders.

18.               SECURITY

VetYogi Collective 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.

19.               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.

PART C

LIABILITY AND OTHER LEGAL TERMS

20.               LIABILITY

(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 this Website, these terms or any Content or services provided by us, is limited 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 Content and the associated services performed by us are, to the maximum extent permitted by applicable law, excluded.

(c)                (Indemnity) You indemnify us and our 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’:

(i)                 breach of any of these terms;

(ii)                use of the Website; or

(iii)               use of any Content, or other goods or services provided by us.

(d)               (Consequential loss) To the maximum extent permitted by law, under no circumstances will we 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 Content or services provided by us (except to the extent this liability cannot be excluded under law.

(e)               Nothing in these terms will exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.

(f)                 To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these terms or an Order, including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause will be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions will remain in full force and effect.

21.               GENERAL

21.1            GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

21.2            THIRD PARTY RIGHTS

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

21.3            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.

21.4            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.

21.5            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.

21.6            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.

21.7            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.

21.8            ENTIRE AGREEMENT

This agreement 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.

21.9            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 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.

22.               NOTICES

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

(i)                 in writing and in English; and

(ii)                delivered via email to the other party, to the email address specified by us, or if no email address is specified, 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:

(i)                 24 hours after the email was sent; or

(ii)                when replied to by the other party,

whichever is earlier.