My English Journey ABN 61 614 143 654 – Standard Terms
1. Definitions1.1 Definitions
Unless the context otherwise requires, the meanings of terms used in the Agreement are as follows:
(a) Account means an account created through our Website or any Third Party website allowing you to use and access our Products, and includes the pop-up on the Website pursuant to which the Customer orders a particular Product via the Website.
(b) Account Application means any account application, new customer information or similar form completed by the Customer (including via the Website) that relates to the supply of Products by us.
(c) Additional Charge means any fees or charges for additional goods provided or additional services performed (or arranged to be performed) by us at the Customer’s request or reasonably required as a result of the Customer’s conduct;
(d) Confidential Information includes any of our confidential or proprietary information made available from time to time, including our Teaching Material made available to anyone from time to time, information we provided in the course of private sessions, anything we indicate is confidential and any of our information that is not generally available in the public domain.
(e) Customer or you means the person that orders Products from us from time to time, including any persons name in the application for an Account;
(f) Fee means the fee or price paid or payable to us by a Customer in respect of the particular Product, as determined in accordance with these Standard Terms.
(g) Our Policies means our standard practices that apply to the use of the Website and our Products (including any privacy policy and any website terms or use), as amended from time to time
(h) Products means the relevant English language courses that the Customer has agreed to order from us from time to time, and where the context permits includes access to the relevant Teaching Materials for those courses, and when the term is used in the context of a particular order placed via the Website for a particular course means that course;
(i) Standard Terms means these standard terms and conditions, as amended or updated from time to time.
(j) Teaching Materials means all teaching materials made available by us from time to time (including recorded and live lessons given by our teachers, associated lesson materials, exercises and homework), which may be hosted on the Website or any Third Party website that you are given access to by us, and when referring to the materials the subject of a Product refers to those materials.
(k) Third Party means any third party (such as website that hosts or through which any Teaching Materials are made available or provides facilities for teleconferences through which we may conduct private sessions with you as part of the Product) with whom an account or subscription may be required in connection with the provision of the Products.
(l) Third Party Terms means any terms, conditions or requirements imposed on us or you (including those that we are required to impose on you) by any Third Party in connection with the Product or this Agreement, including those prescribed by a Third Party or by us in relation to any account or software that you may require in order to access or enjoy the benefits of any particular Product, which may be notified to you or displayed on the Website and/or in the Account creation process from time to time.
(m) we, us and our (or any similar expression) means the business of ‘My English Journey’ conducted by Svetlana Cochrane ABN 82 391 376 706 and, where the context permits includes references to its related bodies corporate and their respective officers, employees and agents;
(n) Website means the websites owned or operated by us, including myenglishjourney.com.au, and where the context indicates in respect of the provision of any Teaching Materials includes a reference to the Third Partywebsite that hosts and makes available the Teaching Materials.
2. General2.1 Documents comprising this Agreement
This Agreement consists of these Standard Terms, Our Policies and any additional terms (such as terms of use) that are specified in on our Website and any Third Party Terms. To the extent the law permits, these Standard Terms will prevail of any inconsistency with any other documents forming part of this Agreement and no other terms or conditions (including those contained in any document submitted by you) will form part of this Agreement nor create any enforceable rights against us. This Agreement will apply to the provision of all Products to you from time to time.
2.2 Conditions Precedent
We are not required to provide (and you are not entitled to) any Products or access to our Teaching Materials or systems unless you have satisfied the following conditions (Conditions Precedent) and we have confirmed you have done so in writing:
(a) you have completed our onboarding process, including creating an Account via the Website and provided us with all necessary information as required by the Website (such as your name and email);
(b) you have paid for the relevant Product via the third party payment providers notified to you via email after submitting your request for a Product via the Website;
(c) you have created an account via the relevant Third Party website where the Teaching Materials will be made available (which will be notified to you once you pay the Fee for the Product), and at the date of these Standard Terms is
https://axl.tech/.
If the Customer has not satisfied the above conditions precedent within 14 days of the date a request for the provision of Products is submitted via the Website, then we may immediately terminate this Agreement (including by revoking access to any Account or Teaching Materials). If we provide you with access to our Products or Teaching Materialsand you have not satisfied the Conditions Precedent, then we can still terminate this Agreement under this clause.
2.3 When Customer bound
These Standard Terms apply to all transactions between the Customer and us relating to the provision of Products (including any Teaching Materials and any variations to these arrangements) and the Customer will be bound by these Standard Terms from the time it first agrees to be bound by this Agreement, creates an Account via the Website or from when it first makes a payment for the Products (whichever is the earlier).
2.4 Updates to these Standard Terms
To the extent the law permits, we may amend these Standard Terms by publishing the amendments on our Website or bywritten notice to the Customer (including by providing notification on invoices issued to the Customer) and the amended terms will apply to any engagement with the Teaching Materials after such notice.
3. Ordering a Product and payment of Fees3.1 Ordering a particular Product
The Website offers various different Products that we make available to customers from time to time. The Customer is required to select the particular type of Product when placing an order via the Website.
3.2 Differences between Products
The Customer acknowledges and agrees that:
(a) it is only entitled to the particular Product that they have ordered and paid the Fee for – for example, the Website may offer different types or categories of a particular Product, each with different features and benefits, and the Customer will only be entitled to access the particular Product that they ordered and paid the Fee for (despite there being other types or categories of the same Product); and
(b) where the Website indicates that particular features or benefits of a Product are within a different category of Product where an additional Fee applies, the Customer will not be entitled to those additional features or benefits unless they pay that additional Fee and order that separate Product via the Website – for example, where the Website offers both a 4 week and 8 week course for ‘My Speaking Journey’ and the Customer only orders and pays the Fee for the 4 week course, the Customer will only be entitled to the features and benefits for the 4 week course (not the 8 week course), despite those different Products being listed on a similar part of the Website as the 8 week course;
(c) the Products will only be made available for the duration of the course as displayed on the Website at the Fee is paid for the particular Product – for example, if the Website specifies that a course is for 4 weeks, then access to the Teaching Materials may end after the 4 weeks has been completed, but we may (in our discretion) make the Teaching Materials available after the end of that period (in which case we may revoke access to the Teaching Materials at any time); and
(d) the particular Teaching Materials that the Customer has access to will vary depending on which Product the Customer has ordered and paid the Fee for, and the Customer will not be entitled to any Teaching Materials that are not included in the particular Product that the Customer has ordered and paid the Fee for.
3.3 Fees
(a) The Fee for the particular Product will be the price displayed on the Website at the time the order for the Product is submitted via the Website and at the time payment of the Fee has been made. If we change our fees on the Website between the time an order for a Product is submitted via the Website and the time the Customer pays the Fee, the updated Fee on the Website at the time of payment will apply.
(b) Customers shall pay the Fee due to us prior to us making the Product (including any Teaching Materials) available for access by the Customer. The payment arrangements for the Fees will be notified to the Customer (via the email address the Customer nominated) when placing an order for Products via the Website, and payment of the Fees is required to be made via the link provided to the Customer.
(c) Only once the Customer has paid the Fees will any Products (or Teaching Materials) be made available to the Customer. All payments shall be made in Australian Dollars unless agreed otherwise by us or the payment platform. All and any bank charges in connection with the payment shall be paid by the Customer, unless we agree otherwise from time to time.
(d) To the extent the law allows, any Fees paid to us are non-refundable for any reason..
3.4 Access to the Product
The Product and Teaching Materials is hosted via a Third Party website and the Customer will need to create an Account with that Third Party to access any Teaching Materials. The link to the Third Party website will be sent to the Customer (via the email nominated when placing an order for the Products via the Website) once the Customer has paid the Fees for the Product. The Customer acknowledges that they will need to create an Account with the Third Party website in order to access the Teaching Materials. Further, where the Product includes personal coaching, such personal coaching will occur remotely (such as via teleconference) and the Customer will need to instal and have access to the relevant software platform or method for conducting the personal coaching.
3.5 Fee increases
We may increase our Fees by publishing the updated Fees on the Website, with any changes to the Fees taking effect immediately in respect of any orders for Products made after the Website is updated. For avoidance of doubt, priceincreases will not affect the prices of Products which have already been paid for by the Customer.
3.6 Additional Charges
(a) You must pay us the Fee, any Additional Charges and all other monies payable pursuant to this Agreement within the time provided for in this Agreement in immediately available funds.
(b) We will arrange for you to be issued invoices from time to time in respect of the Fees and any Additional Charges by sending them to the email address nominated in your Account (or such other address we notify you of from time to time). You are required to pay us all amounts stated on an invoice issued under this Agreement, including any amounts in respect of the Fee and any Additional Charges, upon receipt of the invoice.
(c) Where this Agreement entitles us to impose an Additional Charge (including where you breach this Agreement), then the Additional Charge will be the amount that represents our full costs and expenses (with any time of staff to be charged at $100 per hour) incurred in connection with the matter that gave rise to the Additional Charge, unless we agreed in writing on the amount of the Additional Charge.
3.7 Trial Products
We reserve the right to offer trial packages and other incentives to Customers which offer different Products and the Products at a lower cost than existing Customers may be paying.
3.8 GST
(a) In these Standard Terms references to ‘GST’ also include references to any other indirect transaction taxes or consumption taxes, including any value added tax, goods and services tax, sales tax or similar tax, wherever imposed. Terms used in this clause have the same meanings given to them in the GST Law, unless the context indicates otherwise.
(b) If a party makes a supply to another party under, or in connection with, this Agreement, then (unless the consideration is expressly stated to be inclusive of GST) the consideration for that supply is GST exclusive. The Fee and the Additional Charges (and any component of them) are exclusive of GST, unless we agree otherwise in writing.
(c) In addition to paying consideration for a supply (unless the consideration is GST exclusive) the person making the payment must:
(i) pay to the supplier an amount equal to any GST for which the supplier is liable on that supply, without deduction or set-off of any other amount; and
(ii) make that payment as and when the consideration must be paid or provided.
(d) If a party provides payment for a claim or a right to claim under or in connection with this Agreement (for example, for a breach of any warranty or for reimbursement of any expense) that gives rise to a liability for GST, the provider must pay, and indemnify the claimant against, the amount of that GST (except any amount for GST for which that party is entitled to an input tax credit).
4. Different features of some Products4.1 Personal coaching
Where the Product the Customer has ordered and paid for includes personal coaching, where practicable, Svetlana Cochrane will provide the personal coaching. However, we may arrange for a person with the requisite skills and qualifications to perform any personal coaching. We will not be in breach of this Agreement where a person other than Svetlana Cochrane provides any personal coaching or other Teaching Materials and we cannot guarantee the accuracy of any information supplied by any teacher other than Svetlana Cochrane, and no teachers other than Svetlana Cochrane have the power to bind us to any contract or agreement (including the provision of any additional Products or variations to our Fees).
4.2 Timing of Teaching Materials
The Teaching Materials will generally be made available on a weekly basis during the course provided pursuant to the Product. That is, not all of the Teaching Materials may be available at the outset of when a Product is made available to you, rather the Teaching Materials will generally be made available on a weekly basis during the course. We may adjust the dates that the Teaching Materials are made available so that they are consistent across different customers.
4.3 Teleconferences
Where the relevant Product the Customer has ordered and paid for includes personal coaching or teleconferences (such as where the Website indicates that the Product includes individual meetings or personal chat), the Product includes up to one 30-minute teleconference per week during the course. The Customer is not entitled to more than 30 minute teleconference per week during the course, but we may, in our discretion, offer greater teleconferencing as part of the course.
4.4 Other Product features
Where the Website indicates that there are other features or benefits of a particular Product (such as homework review), such additional features or benefits are limited to reasonable use of the feature or benefit, which shall not exceed 30 minutes each week during the course.
4.5 Duration of the course
Where a Product is for a particular duration (such as where the Website indicates that the course is for a particular period of time), that duration will commence when you are provided the link to access the Teaching Materials and will expire at the end of such duration. After such time, your access to the Teaching Materials may be restricted or removed.
5. Warranties and liability5.1 Warranties by Customer
To the extent permitted by law, the Customer warrants, acknowledges and agrees at all times that:
(a) any person signing up to a Product warrants that they are duly authorised to bind the Customer;
(b) all information provided to us in connection with this Agreement are true, correct and not misleading in any respect (including by way of omission);
(c) the Customer is using the Product for personal use and not for business or distribution purposes;
(d) the Customer already can read English and has a reasonable comprehension of the English language, as the Products are intended to only assist those who have a reasonable comprehension of the English language;
(e) we are not liable for any technical difficulties related to accessing or downloading any Teaching Materials or Products, including difficulties caused or contributed to by the Customer’s own device, network or other outageissues (whether affecting us, any Third Party, the Customer or otherwise);
(f) the Customer has read, understood and agreed to any Our Policies (including any privacy policy), codes of conduct or terms of use published on the Website from time to time, and all required consents, waivers or agreements are in place to ensure continued compliance with the foregoing;
(g) the coaching and services offered as part of the Products is not intended to provide any form of certification as to the standards or quality of your English language comprehension or ability, rather it is intended to provide further education and training in relation to the matters the subject of the relevant Product;
(h) except to the extent required by law, while all reasonable efforts have been made to ensure that the Products and Teaching Materials are accurate, we are not liable to the Customer or any third party for any harm or injury caused in relation to the use of the Products, Teaching Materials or this Agreement;
(i) we may record and use any teleconferences with you and any feedback from you for marketing, advertising or other business-related purposes, unless you expressly notify us in writing that you do not consent to us doing so;
(j) you acknowledge that any breach of the Third Party Terms may cause us significant loss and you will at all times comply with (and will ensure any persons who access your Account on your behalf, whether in breach of this Agreement or not, will comply with) all Third Party Terms;
(k) you will routinely review our Website or other notifications on the Website in respect of any Third Party Terms, will promptly notify us of any breach by you of any Third Party Terms and acknowledge that any information or data made available by a Third Party is subject to any disclaimers, limitations of liability and other acknowledgements contained in any Third Party Terms (which are enforceable by us and any Third Party);
(l) the Teaching Materials (or any other material made available to you by us) may be made available or accessed in connection with a Third Party and content that we do not control, different terms or policies (including the Third Party Terms) may apply to your use of such third party services and content and we do not endorse (nor are we liable for) any such third party services or content; and
(m) if any Third Party who hosts any Teaching Materials restricts access to such Teaching Materials, we will use our best endeavours to provide an alternative means to access such Teaching Materials, but if we are unable to do so within a reasonable time (and at a reasonable cost), we may vary the provision of the Product (including the Teaching Materials) and/or cease access to the relevant Teaching Materials and the provision of the Product, in which case will not be liable to refund any Fees paid for the Product (unless the law requires us to provide a refund of the Fee).
5.2 Personal information
When ordering a Product, the Customer will be required to provide and verify personal information about themselves including, their full name, email address and phone number (and where required to create an Account, a username and password). The Customer must keep these details accurate and up-to-date. By signing up to a Product the Customer is confirming they are over 18 years of age and accept these Standard Terms.
5.3 Non-transferrable
A Customer cannot transfer their registration to any Product or Teaching Materials. Each Customer will be held responsible for all actions committed with the use of their username and password (including any Account on a Third Party website that hosts Teaching Materials) and must take all measures necessary to protect their security and not divulge it to any person. No person besides the Customer may use the Website (or any Third Party website where the Teaching Materials are hosted) or seek to download any Teaching Materials using that Customer’s username and password, and the Customer must not share access to their Account.
5.4 Website quality and availability
By registering, all Customers acknowledge that we have no responsibility for the quality of any download of Teaching Materials, as the Teaching Materials are hosted via a Third Party website. We and the third party responsible for the hosting of the Website reserve the right to suspend the operation of the Website at any time for maintenance and improvement or for such other purposes as we or they may deem necessary.
5.5 Products
We reserve the right to alter the content of any Product at any time but will not materially reduce the quantity or quality of any Products or Teaching Material.
5.6 Use of Teaching Materials and use of websites
(a) Customers are encouraged to provide feedback and comments on the Website and Teaching Materials but agree not to post, distribute, publish or by any other means transmit material which is offensive in any way, whether in terms of language, photographs or other images or any other material of an offensive or sexual nature. Breach of this condition by any Customer will result in termination of that Customer’s access to the Teaching Materials and may result in the appropriate authorities being notified.
(b) You agree not to disseminate or publish (by any means) the Teaching Materials that are made available to you from time to time, save for the sole purpose of accessing and using the Teaching Materials as part of the course to which the Product relates. You acknowledge that all our Teaching Materials are our copyrighted material and our Confidential Information, which is not to be disseminated or published (including by sharing access to your Account with us or any Third Party) without our express written consent.
(c) You agree not to attempt to post, distribute, publish or by any other means place any computer code on the Website (or any Third Party website where the Teaching Materials are hosted) which directly or indirectly links to another website without our prior written consent.
(d) We reserve the right to monitor communications between customers for all purposes including ensuring the security of the Website and customer safety.
5.7 Implied terms
(a) Subject to paragraph (b) below, any condition or warranty which would otherwise be implied in this Agreementwhich is capable of being excluded is hereby excluded, and all information, specifications and samples provided by us in relation to the Products or Teaching Materials are approximations only and, subject to any guarantees under the Australian Consumer Law, small deviations or slight variations from them which do not substantially affect the Customer's use of them will not entitle the Customer to reject the Products, or to make any claim in respect of them.
(b) The Australian Consumer Law may give to the Customer certain guarantees. Where liability for breach of any such guarantee can be limited, our liability (if any) arising from any breach of those guarantees is limited with respect to the supply of goods, to the replacement or repair of the goods or the costs of resupply or replacement of the goods or with respect to services to the supply of services again or cost of re-supplying the services again.
5.8 Allocation of risk
To the extent the law permits, the Customer indemnifies and must keep indemnified us (including our related bodies corporate and their respective officers, employees, contractors and agents) against any and all costs, expenses, claims, damages or liabilities incurred, suffered or otherwise arising in connection with any breach by the Customer of its covenants in favour of us in connection with this Agreement. To the extent the law permits, we are not liable for any direct, indirect, punitive, incidental, special, consequential losses or damages (including damages for loss of use, data or profits) arising out of or in any way connected with the provision of or failure to provide the Products or any technology systems through which we communicate with the Customer, whether based on terms of trade, negligence, strict liability or otherwise, even if we have been advised of the possibility of such losses or damages.
5.9 Intellectual Property Rights
(a) In this document, ‘Intellectual Property Rights’ includes any and all industrial and intellectual property rights now in existence or coming into existence anywhere in the world (whether registered or capable of registration or not and whether protected by statute or common law or not), including copyright, trade marks, patents and designs and any rights to apply for registration of or protection of the foregoing.
(b) We will own any Intellectual Property Rights in our Teaching Materials and Confidential Information, including any modifications, enhancement or variations of those items (whether made by us, the Customre or any Third Party) and the Customer assigns all rights and interests they have in the foregoing to us.
(c) The Customer must not (and must ensure its customers do not) disclose, misuse or in any way prejudice ourIntellectual Property Rights or Confidential Information, except to the extent expressly permitted by us in writing from time to time. The Customer must immediately return any and all documents or other materials containing our Intellectual Property Rights or Confidential Information on request.
5.10 Promotions
(a) We may display short-term offers, promotion or advertisements to you (whether via our Website or otherwise) in respect of our Products (Promotions). We may create promotional codes that may be redeemed for features or benefits related to the Products, subject to any additional terms that are established on a per promotional code basis (Promo Codes). You agree that Promo Codes:
(i) must be used for the intended audience and purpose, and in a lawful manner;
(ii) are not valid for cash, may expire prior to your use and may be disabled by us at any time for any reason without liability;
(iii) may not be duplicated, sold or transferred in any manner, or made available to the general public;
(iv) are only valid for redemption with us or the relevant Third Party (if applicable) to which they relate and are always subject to any additional conditions imposed by the relevant Third Party to which they relate; and
(v) may only be used pursuant to the specific terms that we or the relevant Third Party establish for such Promo Code.
(b) We reserve the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that we reasonably determine or believe that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Standard Terms.
6. Termination6.1 Termination for breach
A party (Innocent Party) may terminate this Agreement by notice in writing to the other party (Defaulting Party) if:
(a) the Defaulting Party breaches any provision of this Agreement, and the breach is incapable of remedy or is not remedied to the reasonable satisfaction of the Innocent Party within 14 days of the Innocent Party providing written notice of the breach; or
(b) the Defaulting Party is insolvent or presumed to be insolvent, commits an act of bankruptcy or is declared bankrupt (as those terms as defined in the
Bankruptcy Act 1966 (Cth), has any creditors, debtors or similar petition relating to insolvency presented against it, the Customer is subject to any form of insolvency proceedings, external administration or similar court or voluntary process (including any liquidation, administration, deed or scheme of company arrangement).
6.2 Termination for convenience
Either party terminate this Agreement by giving not less than one months’ written notice to the other party. The parties will remain obliged to comply with their respective obligations in connection with any Orders accepted prior to termination under this clause
6.2.
6.3 Consequences of termination
(a) The termination of this Agreement is without prejudice to any rights that we may have at law or statute (which are hereby expressly preserved) and upon termination all monies owing to us (whether due for payment or not) will become immediately due for payment.
(b) Any obligations of the Customer, or rights of us, under or in connection with this Agreement that expressly or impliedly survive the termination of this Agreement (or are capable of surviving) will continue in full force and effect, including any provisions in respect of our Intellectual Property Rights.
7. General Provisions7.1 Translation
Where a version of these Standard Terms is made available on the Website in a language other than English language, then only the English language version is binding on the parties.
7.2 Notice
Any notice, demand or other communication relating to this Agreement must be in writing and may be given by being personally served on a party, being left at the party’s last known address, being sent to a party’s last known address by pre-paid ordinary mail, or express mail, or registered mail, in which case it will be deemed to be served in five days after posting or being sent by email to the party’s last known email address in which case it will be deemed to be served on the same day if sent before 4:00 p.m. in the place of dispatch.
7.3 Further acts
The Customer must, upon request from us, promptly do any further act and execute and deliver any further documents which we may reasonably request to facilitate the completion of the Agreement.
7.4 Variation and waiver
Any variation of or to this Agreement will not have any effect whatsoever unless such variation is reduced to writing and signed by us. Further, any failure of us to exercise any or all of its rights or powers under this Agreement at any time and for any period of time shall not constitute a waiver of any of our rights or powers arising pursuant to this Agreement.
7.5 Force Majeure
If the performance of this Agreement or any obligation under it (except for any obligation to pay) is prevented, restricted, interfered with or materially prejudiced by reason of circumstances beyond the reasonable control of the party obliged to perform it (including any Act of God, act of any governmental or competent authority, the imposition of any new taxes, excise fees, tariffs or other mandatory charges or an increase in same, default of any suppliers under any contract to which we are a party or seizure or stoppage of Products in transit), the party so affected (upon giving prompt notice to the other party) shall be excused from performance to the extent of the prevention, restriction or interference, but the party so affected shall use its best endeavours to avoid or remove the causes of non-performance and shall continue performance under this Agreement with the utmost despatch whenever such causes are removed or diminished. If such causes are not reasonably able to be overcome, then the parties will negotiate in good faith alternative arrangements for the performance of this Agreement.
7.6 Entire agreement
To the extent the law permits, this Agreement represents all the terms and conditions between the parties, and the Customer acknowledges that it has not entered into this Agreement in reliance on, or as a result of, any promise, representation, statement, conduct or inducement of any kind relating to any matter in connection this Agreementfrom us or our agents. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or the supply of any Products.
7.7 Counterparts
Any documents forming part of this Agreement may be executed and exchanged in any number of counterparts, all of which taken together constitute one and the same document.
7.8 Severance
If any provision of this Agreement in favour of us exceeds what is permitted by law (Void Term), then the following provisions will apply:
(a) the Void Term shall be read down to the extent required to ensure it is enforceable;
(b) if the Void Term imposes liability on the Customer, then the Customer shall only be liable to the extent that the Customer caused or contributed to the liability;
(c) if the Void Term releases us from any legal obligation, we will still be liable to perform that obligation to the extent we either caused or contributed to the event giving rise to the obligation or breached this Agreement or terms implied by law that cannot legally be excluded,
and if the foregoing does not cure the invalidity or unenforceability (or the provision is void or unenforceable for any other reason), this Agreement does not include the provision and the remainder of this Agreement continues in full force.
7.9 Governing Law
This Agreement is governed by the laws of the Queensland. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the Queensland.
7.10 Multiple parties
If the Customer consists of more than one person, or a term is used in this document to refer to more than one person comprising the Customer, each obligation is imposed on each person jointly and severally and each right is granted on each person severally.
7.11 Interpretation
In these Standard Terms:
(a) headings are for convenience only and do not affect interpretation of this document;
(b) the provisions of this Agreement must not be construed to the disadvantage of a party merely because that party or its advisers were responsible for proposing or preparing the Agreement;
(c) the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included,
and unless the context otherwise requires:
(d) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(e) a reference to a party includes that party’s executors, administrators, successors, permitted assigns and, in the case of a trustee, includes any substituted or additional trustee;
(f) singular includes the plural and vice versa and a reference to person includes a corporation, trust, partnership, unincorporated body, government agency, or other entity whether or not it comprises a separate legal entity;
(g) a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
(h) a reference to any document includes any agreement or other legally enforceable arrangement created by it (whether an agreement, deed or otherwise) and includes any variation, replacement or novation of it from time to time.
Current at: 1 October 2023
