Terms of service

This agreement governs your use of the Maison Flaneur platform, accessible at www.maisonflaneur.com (Platform) and any goods or services made available through the Platform. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the Customer, and us, Maison Flaneur Limited, a company registered in England and Wales with Company Number 09905672 and registered office 1 1 Knightsbridge Green, 5th Floor, London, England, SW1X 7NE (Maison Flaneur, we or us).

In this agreement, when we refer to:

“Goods”, we are referring to the goods available through the Platform;
“Sellers”, we are referring to Sellers of the Goods on the Platform, being separate legal entities from Maison Flaneur (unless otherwise indicated); and
“Users”, we are referring to all users of the Platform, including without limitation you (as a customer), other customers, and Sellers.

YOUR KEY INFORMATION

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after receiving your Goods, in some cases, you can change your mind and get a full refund. Please note this does not include contracts for goods that are made to your specifications or are clearly personalised. Where Goods are custom-made for you, this 14 day cooling off period will not apply.

The Consumer Rights Act 2015 (applicable in the United Kingdom) requires that all Goods available on the Platform are as described, fit for purpose and of satisfactory quality and so nothing in these terms affects statutory rights.

During the expected lifespan of your Goods, if this Act applies to you, you’re entitled to the following:

up to 30 days: if your goods are faulty, you can get a refund;
up to six months: if it can’t be repaired or replaced, then you’re entitled to a full refund in most cases;
up to six years: if the goods do not last a reasonable length of time, you may be entitled to some money back.

This is a summary of some of your key rights in the United Kingdom. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133.

The information above summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully.

If you have any questions about this contract or any orders you have placed, please contact us by sending an email to: hello@maisonflaneur.com

ACCOUNTS

In order to use some functionalities of the Platform, you may be required to sign-up, register and receive an account through the Platform (an Account).
As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by Maison Flaneur from time to time.
You warrant that any information you give to Maison Flaneur in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
Once you complete the Account registration process, Maison Flaneur may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.
Maison Flaneur reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
Maison Flaneur may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

ORDER AND FEES

You acknowledge and agree that:

if you place an order to purchase Goods on the Platform (Order), that will constitute your entry into a contract with each Seller of the Goods in your Order.
If your Order is for multiple Goods, whether or not the Goods are from different Sellers, each item of Goods in your Order will constitute a separate Order and may be:

Cancelled by the respective Seller if that Seller is unable to fulfil the Order for the relevant Goods;
Shipped from different locations (including different countries of origin) and at different times.

for each item of Goods in your Order, you must pay the price listed for the Goods on the Platform plus any applicable delivery fee (which you will be notified of at checkout) (Price).
The Price will be debited from your account and Maison Flaneur will keep a Service Fee which will be a percentage of the Price.

INFORMATION WE GIVE YOU

By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that a seller must give you certain key information before a legally binding contract between you and the seller is made. This information is set out at the start of these terms. If you cannot access this information for any reason, you are welcome to contact us using the functionality on the website, or at the contact email address above, and we will provide you with a copy of this information.
The key information we give you by law forms part of this contract (as though it is set out in full here).
If we have to change any key information once a legally binding contract between you and us or a Seller is made, we can only do this if you agree to it.

PAYMENT

(Payment obligations) Unless otherwise agreed in writing you must pay the Price for all Goods including any applicable shipping or delivery costs specified in an Order prior to the Seller providing those Goods.
(Third Party Payment Platform) Maison Flaneur processes payments through a Third Party Payment Platform as set out in clause 9(i). In addition to this agreement, your purchase of any Goods via the Platform will be subject to the terms and the privacy policy of the Third Party Payment Platform that you choose to pay with via the Platform.
(Release) You agree to release Maison Flaneur and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Third Party Payment Platform, including any issue with security or performance of the Third Party Payment Platform or any error or mistake in processing your payment.

GOODS

The Consumer Rights Act 2015 gives you certain legal rights (also known as ‘statutory rights’). The Goods supplied to you must be as described, fit for purpose and of satisfactory quality.
The Sellers are required to endeavour to ensure that the Goods provided will be substantially the same as the Goods displayed on the Platform, or as otherwise agreed with you in writing prior to you placing your Order. Please note that due to screen display, colour and brightness, and image quality, Goods may not exactly match the image on the Platform. We try to make sure that:

all weights, sizes and measurements set out on the Platform are as accurate as possible, but due to the nature of the Goods, there may be some small deviations in such weights, sizes and measurements in the actual Goods than those specified on the Platform; and
the colours of our Goods are displayed accurately on the Platform, however the actual colours that you see on your device may vary depending on the device that you use.

Until the price of your Goods is paid in full, title in those Goods is retained by the relevant Seller of the Goods. Risk in the Goods will pass to you on delivery in accordance with clause 11. Delivery must not be refused by you.
Sellers are under a legal duty to supply you with Goods that are in conformity with this contract (subject to your Order being accepted and confirmed).
The packaging of the Goods may be different from that shown on the Platform.

DELIVERY AND SHIPPING

Delivery costs will be added to the cart upon checkout. The Price displayed at checkout is inclusive of delivery to the address chosen by you.
During the online checkout process, you will be given available delivery options to choose from.
The estimated date and time window for delivery of Goods is set out on the Platform, and in your Order.
If something happens which is outside of our control (or the control of a Seller) and affects the estimated date of delivery, we will provide you with a revised estimated date for delivery.
Delivery will take place to the address provided by you when you placed your Order with us.
Unless we agree in writing otherwise, if a Seller cannot deliver your Goods within 30 days of the date of your Order, we will:

let you know;
cancel your Order; and
give you a refund.

If nobody is available to take delivery when it is delivered to your delivery address, please contact us using the contact details on the Platform.
You are responsible for any Goods once it has been delivered to the address specified by you when you placed your Order. In other words, the risk in the Goods passes to you when you take, or a third party notified by you takes, possession of the Goods.
Third party courier terms apply to the delivery of the Goods to you. Any problems with delivery should be directed to us to troubleshoot the issue. We will endeavour to assist you to ensure your delivery arrives. Subject to the other provisions of this clause 6 all delivery times provided to you are estimates only and are subject to postal delays and reasons beyond our control. We do not warrant or make any representation that your order will be delivered within the times indicated. We will not be liable for any loss or damage suffered as a result of or in connection with late deliveries.
Maison Flaneur reserves the right to refuse international orders. Our Sellers are based all over Europe and the United Kingdom, and Goods will be shipped from the Sellers location, which may be different from your country of residence or chosen delivery address.
Orders may be subject to customs and import duties upon reaching its country of destination. You will be responsible for paying all customs and import duties and acknowledge that failure to pay may result in your order being held at customs. We will not be liable for any costs you may incur in having your order released from customs, including reimbursing you for any customs or import duties you may pay.

CANCELLATIONS & RETURNS

CANCELLATION BY THE SELLER

Maison Flaneur will have no liability or obligation to you if a Seller cancels an Order at any time after you have placed your Order.
If a Seller cancels an Order in respect of their Goods, then we shall refund you the Quoted Amount paid in respect of the Goods (including any relevant shipping costs).

CANCELLATIONS BY YOU

You may cancel your Order up to the time that we confirm your Order in writing to you. Once we confirm your Order, your Order is binding and cannot be changed by you, subject to the rest of this clause 7 our refunds and exchanges process may apply.

ORDERS THAT CAN BE CANCELLED FOR CHANGE OF MIND

For many contracts for the sale of goods (except those set out in clause 7.4), you have the right to cancel your Order of those Goods without giving any reason.
This cancellation period will expire after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the relevant goods.
To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement to us in writing, for example by emailing us using the contact details available on the Platform.
To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

ORDERS THAT CANNOT BE CANCELLED FOR CHANGE OF MIND

We do not offer change of mind cancellation for contracts for Goods that are made to your specifications or are clearly personalised.
For these goods, Maison Flaneur and the relevant Seller are under no obligation to offer a refund under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
This does not affect your statutory rights in relation to faulty goods, as set out in clause 7.5.

FAULTY GOODS

For all Goods purchased, you have statutory rights if your order has been damaged in transit or the Goods were not of satisfactory quality or as described, which may entitle you to a replacement or refund. Nothing in this clause 7.5 will require us to provide a refund, repair or replacement in respect of loss or damage to Goods caused by you, or otherwise caused to the goods after they entered your possession.
If you do have the right to cancel these terms due to the relevant Good(s) being faulty, we will reimburse to you all payments received from you in respect of the relevant Good(s), including the cost of delivery (except for any supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us).

RETURNS PROCESS

If you wish to cancel this contract:

due to change of mind, in accordance with clause 7.3; or
due to the Goods being faulty, in accordance with clause 7.5,

we will reimburse you all payments received by you, including the cost of delivery (subject to clause 7.5(b)) and the process set out in this clause 7.6 will apply, provided that:

clause 7.3 applies to the relevant good; or
the relevant good is faulty in accordance with clause 7.5,

and if neither apply, then we may refuse your refund/cancellation request.

We will use the same method of payment for issuing any refund owed to you using the method you used for your initial payment, unless we have expressly agreed otherwise.
We may make a deduction from any reimbursement issued to you for loss in value of any goods supplied, if the loss is the result of unnecessary handling by you.
We will pay any refund owed to you without undue delay, and not later than:

5 business days after the day we received back from you any goods supplied;
(if earlier) 5 business days after the day you provide evidence that you have returned the goods; or
if there were no goods supplied, 5 business days after the day on which we are informed about your decision to cancel this contract (if applicable).

For any requested refund under clause 7.5, we may withhold reimbursement until we have inspected the relevant goods, to ensure that they are faulty, and that a refund or replacement is appropriate.
If you have received the goods and wish to cancel these terms under this clause 7.6:

you must send back the goods to us without undue delay and in any event not later than 14 days from the day on which you communicate your cancellation from these terms to us (if this clause 7.6 is applicable). The deadline is met if you send back the goods before the period of 14 days has expired;
you will have to bear the direct cost of returning the goods;
you must provide us with an image of the packaged goods and postage tracking number; and
you will only be liable for any diminished value of a good resulting from your handling of the good to the extent that handling wasn’t necessary to establish the nature, characteristics and functioning of the good.

CONSUMER RIGHTS

Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’) are set out at the top of these Terms. They are a summary of some of your key rights. For more detailed information on your rights and what you should expect from us, please:

contact us using the contact details on our site; or
visit the Citizens Advice website www.citizensadvice.org.uk or call 0808 223 1133.

Nothing in these terms affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights under law.
If your Goods are faulty, please contact us via the Platform.

ELIGIBILITY

This Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you:

have not been suspended or prohibited from using the Platform; and
are either:

over the age of 18 years and accessing the Platform for personal use; or
accessing the Platform on behalf of someone under the age of 18 years old and consent to that person’s use of the Platform.

Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Platform.
If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” and “Customer” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Platform on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

YOUR OBLIGATIONS

As a Customer, you agree:

not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Maison Flaneur of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;
to not use the Platform for any purpose other than for the purpose of making arrangements to provide or receive Goods, including:

you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job or a sale which includes illegal goods, activities or purposes); and
you must not use the Platform in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Maison Flaneur;

not to act in any way that may harm the reputation of Maison Flaneur or associated or interested parties or do anything at all contrary to the interests of Maison Flaneur or the Platform;
you must not make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of Maison Flaneur;
that Maison Flaneur may change any features of the Platform or Goods offered through the Platform at any time without notice to you;
that information given to you through the Platform, by Maison Flaneur or another User including a Seller, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information;
that Maison Flaneur may cancel your account at any time, including if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 0; and
that you will be required to use a Third Party Payment Platform in making or receiving any payments via the Platform (Third Party Payment Platform), you warrant that you have read, understood and agree to be bound by the relevant Third Party Payment Platform’s terms of use, being at present the following:

Stripe.com’s terms at https://stripe.com/au/legal;
Paypal.com’s terms at https://www.paypal.com/webapps/mpp/ua/legalhub-full;
Klarna terms at: https://www.klarna.com/international/terms-and-conditions/ and
the terms of use of other third party payment portals or other payment methods from time to time, that will be available on other payment portal websites.

POSTED MATERIALS

WARRANTIES

By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that:

you are authorised to provide the Posted Material (including by being authorised to provide any goods and services that you represent you provide);
the Posted Material is accurate and true at the time it is provided;
any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
the Posted Material does 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;
the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
the Posted Material does not breach or infringe any applicable laws.

LICENCE

You grant to Maison Flaneur 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 any Posted Material in order for Maison Flaneur to use, exploit or otherwise enjoy the benefit of such Posted Material.
If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Maison Flaneur from any and all claims that you could assert against Maison Flaneur by virtue of any such moral rights.
You indemnify Maison Flaneur against all damages, losses, costs and expenses incurred by Maison Flaneur arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

REMOVAL

Maison Flaneur acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Maison Flaneur may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.
You agree that you are responsible for keeping and maintaining records of Posted Material.

SERVICE LIMITATIONS

The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that Maison Flaneur cannot and does not represent, warrant or guarantee that:

the Platform will be free from errors or defects;
the Platform will be accessible at all times;
messages sent through the Platform will be delivered promptly, or delivered at all;
information you receive or supply through the Platform will be secure or confidential; or
any information provided through the Platform is accurate or true.

INTELLECTUAL PROPERTY

Maison Flaneur retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
You may make a temporary electronic copy of all or part of the Platform Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Platform Content without prior written consent from Maison Flaneur or as permitted by law.
In this clause 12, “Intellectual Property Rights” means all copyright, trade mark, 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 this agreement worldwide.

THIRD PARTY CONTENT

The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). Maison Flaneur accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

THIRD PARTY TERMS

Any service that requires Maison Flaneur to acquire goods and services supplied by a third party on behalf of the Customer (including a third party payment service, like the Third Party Payment Platform may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.
Users agree to familiarise themselves with any Third Party Terms applicable to any such goods and services and, by instructing Maison Flaneur to acquire the goods or services on the User’s behalf, the User will be taken to have agreed to such Third Party Terms.

SECURITY

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

DISCLAIMER & LIABILITY

(Introduction service) Maison Flaneur is a medium that facilitates the introduction of Customers and Sellers for the purposes of buying and selling Goods. Maison Flaneur simply collects a service fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Customers and Sellers in relation to such Goods or otherwise resulting from the introduction other than where Maison Flaneur is a Seller of the Goods.
(Limitation of liability) To the maximum extent permitted by applicable law, Maison Flaneur excludes completely 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 Platform or its use or any services provided by any Seller. This includes the transmission of any computer virus.
(Indemnity) You agree to indemnify Maison Flaneur and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:

breach of any term of this agreement;
use of the Platform; or
your provision or receipt of Goods from another User.

(Consequential loss) To the maximum extent permitted by law, under no circumstances will Maison Flaneur 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 the Platform, this agreement or their subject matter, or any services provided by any Seller (except to the extent this liability cannot be excluded at law.

CONFIDENTIALITY

You agree that:

no information owned by Maison Flaneur, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
all communications involving the details of other users on this Platform and of the Seller are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.

PRIVACY

You agree to be bound by the clauses outlined in Maison Flaneur’s Privacy Policy, which can be accessed here https://maisonflaneur.myshopify.com/policies/privacy-policy.

TERMINATION

Maison Flaneur reserves the right to terminate a User’s access to any or all of the Platform (including any Account, Listings and other memberships) at any time without notice, for any reason.
Users may terminate their Account or membership on the Platform at any time by using the Platform’s functionality where such functionality is available. Where such functionality is not available, Maison Flaneur will effect such termination within a reasonable time after receiving written notice from the User.
Notwithstanding termination or expiry of your Account or membership or this agreement, the provisions of clause 16 and any other provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

RECORD / AUDIT

To the extent permitted by law, Maison Flaneur reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Maison Flaneur.

LINKED BUSINESSES

You acknowledge and agree that:

the Platform provides links and introductions to Sellers owned and operated by third parties that are not under the control of Maison Flaneur;
the provision by Maison Flaneur of introductions to Sellers does not imply any endorsement or recommendation by Maison Flaneur of any Seller; and
Maison Flaneur does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Seller who uses or is listed on the Platform.

COMMUNICATION OUTSIDE THE PLATFORM

You must not communicate with a Seller, or request or entice a Seller to communicate with you, outside the Platform (except in the course of accepting the Seller’s goods).
Maison Flaneur, in its absolute discretion, may cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 22.

NOTICES

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 for the purposes of 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.
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, 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
when replied to by the other party,

whichever is earlier.

VAT

Unless otherwise indicated, amounts stated in on the Platform do not include VAT. In relation to any VAT payable for a taxable supply by a Seller or Maison Flaneur, the Client must pay the VAT subject to receiving a tax invoice.

GENERAL

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.

UNFAIR CONTRACT TERMS

To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under agreement 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 shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

WAIVER

No party to this agreement 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.

SEVERANCE

Any term of this agreement 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 this agreement is not limited or otherwise affected.

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.

ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

COSTS

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

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 this agreement.

INTERPRETATION

(singular and plural) words in the singular includes the plural (and vice versa);
(gender) words indicating a gender includes the corresponding words of any other gender;
(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;
(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;
(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;
(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 this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word “includes” and similar words in any form is not a word of limitation;
(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
(currency) a reference to:

£, is to pound sterling currency, and
€ is to Euro currency,

unless otherwise agreed in writing.

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Terms of service