GreenGlamour Ltd
Company
number 12937024
TERMS AND
CONDITIONS
FOR
HIRING INVENTORY ITEMS
AND
JUST BROWSING
Welcome to GreenGlamour.
In these terms, we also refer to GreenGlamour as “our”, “we, or “us”. And
you are you!
We’ve also used a few other capitalised words and phrases as shorthand
to refer to recurring concepts. Each of these are defined in bold and in
brackets after the concepts are first mentioned.
What are these terms about?
These terms apply when you use this Website, being https://www.greenglamour.co.uk/
and any other websites we operate with the same domain name and a different
extension (“Website”).
These terms also apply when you hire our dresses and
other clothing or items available for hire through this Website (“Inventory
Items”).
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://www.greenglamour.co.uk/privacy-policy/].
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 hire Inventory Items (applies when
you hire)
·
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 hiring and browsing)
Please let us know
if you have any questions about these terms, and don’t continue using this
Website or hire any Inventory Items unless you have read and agree to these terms.
I’ve returned to your shop, do I need read these
terms again?
Once you place an
Order, the terms of Part A accepted at the point of hire will apply to your hire
of those Inventory Items. However, please note that we may change any part of these
terms at any time by updating this page of this Website, so you may find that
different terms apply next time you use this Website or hire Inventory Items.
You can check the date at the top of this page to see when we last updated
these terms.
FOR WHEN YOU HIRE INVENTORY ITEMS…
1.
SUBMITTING AN ORDER
(a)
By submitting an order for hire of an Inventory
Item using the Website’s functionality (Order)
you represent and warrant that:
(i)
you intend to place a binding order to hire the
Inventory Items;
(ii)
you will return the Inventory Items on or
before the date agreed at the time of placing your Order;
(iii)
you have the legal capacity and are of
sufficient age to enter into a binding contract with us; and
(iv)
you are authorised to use the debit or credit
card you provide with your Order.
(c)
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 is being processed.
2.
INVENTORY ITEMS
(a)
We will endeavour to ensure that the Inventory
Items hired will be substantially the same as the Inventory Items displayed on
our Website, 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, Inventory Items may not exactly match the image on our Website.
(b)
Please contact us via our Website if you would
like to view the Inventory Items before placing an Order. We offer online
appointments free of charge for certain Inventory Items by appointment only. We
reserve the right to charge for online appointments at any time, notwithstanding
if we previously have not done so.
(c)
We may limit the number of Inventory Items that
can be hired in a single Order.
(d)
The Inventory Items are, and will at all times
be and remain, the property of GreenGlamour. You will not have or accrue any
right, title or interest in or the Inventory Items under this agreement.
(e)
Risk in the Inventory Items will pass to you on
delivery in accordance with clause 3 and remain with you until the Inventory Items are returned to us. You
are responsible for taking all appropriate precautions to protect the Inventory
Items from damage or destruction until you return them to us, including
following any instructions provided with the Inventory Items.
(a)
At the time of
placing an Order, you will be prompted to select the dates during which you
would like to hire the Inventory Items (Hire Period). We may specify a
minimum and maximum Hire Period on our Website from time to time.
(c)
We may limit the
number of Inventory Items that can be hired in any one Hire Period at our
discretion.
(d)
During the Hire
Period, you agree:
(i)
to care for and maintain
the condition of the Inventory Items in accordance with any instructions
provided and usual care standards for items of a similar nature;
(ii)
not to modify or
alter the Inventory Items in any way;
(iii)
to avoid causing
damage to the Inventory Items and notify us immediately if the Inventory Items
are damaged in any way; and
(iv)
not to attempt to
clean any Inventory Items yourself by any means (including dry cleaning).
4.
DELIVERY AND RETURN SHIPPING
(a)
(Delivery Costs) Delivery costs will be
added to the cart upon checkout. The prices displayed at checkout are inclusive
of delivery to the address chosen by you.
(b)
(Delivery
Details) We may charge you for delivery at any time (notwithstanding that we
may not have previously done so). Where prices are stated as inclusive of
delivery:
(i)
delivery is to the delivery point specifically
accepted by us; and
(ii)
we will deliver the Inventory Items to you in
accordance with the shipping information displayed on our Website.
(c)
(Timing) We will endeavour to ensure
that Orders placed before 11am on a business day in the United Kingdom (Business
Day) will be delivered the next day. Orders placed on a day that is not a Business
Day will be processed and dispatched on the next Business Day.
(d)
(Delivery Issues) Third party courier
terms apply to the delivery of the Inventory Items 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. 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.
(e)
We will provide a full refund of the price paid
for the hire of an Inventory Item if we determine that the Inventory Item you
have ordered was not received by you solely due to failure by us.
(f) (Returning at end of Hire Period) We will send you a return label via email for use when returning the Inventory Items at the end of the Hire Period. The Inventory Items must be returned to the nearest mail drop-off location. Please follow any instructions we provide in respect of returning items at the end of the Hire Period.
(g) (Late Returns and Failure to Return)
(i) You must pay us the daily rental fee for your Inventory Items plus an additional 50% of that daily rental fee for each 24 hour period after the Hire Period that the Inventory Items are not returned (Late Fee), if the Hire Period has not been extended in accordance with clause 3(b). We reserve the right to withdraw each Late Fee as the amount becomes payable.
(ii) This daily Late Fee will be payable for each 24 hour period after the Hire Period for a maximum of 7 days.
(iii) If the Inventory Item is not returned after 7 days, you will be charged the full amount of the Inventory Item’s recommended retail price.
(iv) No amount of additional costs paid will limit or otherwise affect your obligation to return the Inventory Items to us at the end of the Hire Period.
5.
returns
(b)
If you notify us and
return the Inventory Items in accordance with clause 5(a), we will refund you
the fees paid for the Hire Period, minus delivery and administrative costs in
respect of the Return Items.
(c)
If you do not comply
notify us and return the Inventory Items in accordance with clause 5(a), you will be liable to pay the fees for the
full Hire Period and no refund will be issued.
(d)
Please ensure that
the Return Items are returned in their original condition, complete with any
tags or security ribbons received with the Return Items. If you fail to do so,
we may charge you for the full Hire Period.
(e)
If you hire several Inventory
Items with the intention of returning one or more Inventory Items in accordance
with clause 5(a), please let us know at the time of placing
an Order and we will organise additional return postage for the Return Items in
advance.
(f)
Please notify us
immediately if the Inventory Items are defected, damaged, unclean or otherwise
faulty when you receive them and provide us with photographs of the alleged
faults. We will then decide, at our discretion, if the Inventory Items are
faulty and if so, organise a return of the Inventory Items at our expense.
6.
PAYMENT
(a)
All prices are:
(i)
per Inventory Item (except where indicated);
(ii)
in British pounds;
and
(iii)
subject to change prior
to you completing an Order without notice.
(b)
(Payment
obligations) Unless otherwise agreed in writing, you must pay for all Inventory
Items at the time of placing an Order.
(c)
(Cleaning & Administrative Fees) Administrative
fees will be added to the cart upon checkout. The fees for the Hire Period include standard
dry cleaning costs.
(d) (VAT) Unless otherwise indicated, amounts stated on the Website do not include VAT. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a tax invoice.
(e)
(Online
payment partner) We may use third-party payment providers (Payment Providers) to collect payments
for Inventory Items. 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.
(f)
(Bond) For certain Orders, we will
require payment of a bond (Bond). The Bond is due at the time of placing
an Order. The Bond will be used to pay for:
(i)
any fees payable (including Late Fees)
(ii)
any repairs for damage to the Inventory Items;
or
(iii)
the replacement costs of any Inventory Items.
The Bond will be returned on return of the Inventory
Items in full, or (if applicable) less any amounts claimed from the Bond.
(g)
(Pricing
errors) In the event that we discover an error or inaccuracy in the price
at which your order was hired (including shipping prices), we will attempt to
contact you and inform you of this as soon as possible and rectify the error.
(h) (Late Payment) If you do not pay us the amounts due and payable under an invoice on or before its due date, without limiting any of our other rights under this agreement, you must pay us interest at the rate of 8% per annum on each amount outstanding, from the due date for payment to the date on which the payment is received by us, plus any other amount we are entitled to claim under law including The Late Payment of Commercial Debts (Interest) Act 1998.
(i) (Consumer Rights) Nothing in this agreement is intended to limit the operation of the Consumer Rights Act 2015 (the Act). Under the Act, you may be entitled to certain remedies (like a replacement or discount) if our services are not performed with care and skill.
(j)
(Credit Card
Pre-Authorisation)
(i)
Using our current
Payment Provider, we reserve the right to take a credit card pre-authorisation
at the time you place an Order, and you agree to complete a credit card
pre-authorisation form to give effect to this if required.
(ii)
In addition to any
credit card pre-authorisation amount, you authorise us to:
A.
keep your credit
card details on file, including by means of the Payment Provider; and
B.
use your credit card
details to charge you for any amounts owed to us by you.
(iii)
We will be entitled
to deduct amounts from your credit card towards satisfaction of any amounts
payable by you in accordance with these terms, or towards satisfaction of any
amount which may be payable for any breach of these terms.
(iv)
Additional amounts
charged to you may include (but are not limited to) the following:
A.
the Replacement Cost
or damage costs in accordance with clause 9; and
B.
Late Fees in
accordance with clause 4(g).
(v)
Us deducting any
amount from your credit card will not be deemed to be a waiver of any right, or
release in relation to any breach by you.
7.
INSURANCE
(a)
We may offer
optional insurance on Inventory Items, which can be selected at the time of
check-out (Insurance).
(b)
Our Insurance covers
minor damages, such as a zip break, button loss, or minor removeable stains,
and does not cover damage that cannot be fixed with basic repair.
(c)
Please see our
Website for full details of any Insurance we may offer over the Inventory
Items.
(a)
(Cancellation by us) We reserve
the right to cancel your Order for any reason, including limited product
availability, and will notify you of this as soon as possible. Where payment
has already been debited, the full amount will be credited back to your
original method of payment.
(b)
(Cancellation by you) Once we confirm
your Order, your Order is binding and cannot be changed by you. Please contact
us if there is an issue with your Order and we may, at our discretion, be able
to assist.
(a)
You agree to pay for any reasonable costs
incurred by us to repair any damage to the Inventory Items.
(b)
You will be charged 50% of the Inventory Item’s
recommended retail price (Replacement Cost) if the Inventory Item
is damaged beyond repair.
(c)
You agree that the Inventory Items are rented
to you in a clean condition and will return the Inventory Items in the same
condition you received them in (subject to reasonable wear). If the Inventory
Items are returned in a condition that exceeds normal wear (in our discretion),
you agree that we may charge you additional cleaning charges.
10.
SUBSCRIPTIONS
(a) We may offer a subscription to our services from time to time (Subscription). The inclusions and payment terms of our Subscription will be set out on our Website.
(b) If you have signed up for our Subscription:
(i) you must pay us the fees in the amounts and at the times specified at the time of check-out or otherwise notified by us to you, either on a weekly, monthly, or annual basis as agreed (Subscription Fees);
(ii) all Subscription Fees must be paid in advance;
(iii) we reserve the right, from time to time, to change the Subscription Fees. We will notify you in advance if we do this;
(iv) you authorise direct debit in line with our Payment Provider’s separate direct debit authorisation form and any authorisation agreement applicable; and
(v) your subscription will continue to renew on a weekly/monthly/annual basis (as applicable) and you must pay the Subscription Fees in accordance with each billing period, unless you notify us at least 24 hours before the start of the next billing period.
(a)
This clause 11 applies if you would like to sell
your clothing to GreenGlamour.
(b)
From time to time, we may purchase used dresses
and other clothing to add to our collection of Inventory Items (Purchase
Items) in exchange for GreenGlamour store credit.
(c)
If you would like to sell Purchase Items,
please get in touch with us through our Website.
(d)
We will request information from you regarding
the Purchase Item, which may include the brand and name of the Purchase Item,
size of the Purchase Item, photographs of the Purchase Item, where and when the
Purchase Item was bought and evidence of such sale, information on any damage,
defects or other faults of the Purchase Item, the asking price for the Purchase
Item and other information from time to time.
(i)
any information provided to us regarding the
Purchase Item is correct and accurate;
(ii)
all damage, defects or other faults of the
Purchase Item have been disclosed to us;
(iii)
you guarantee the authenticity of the Purchase
Item; and
(iv)
you have title to the Purchase Items and the
Purchase Items are free from any undisclosed security interests or other
encumbrances.
(f)
We will agree on a purchase price for the
Purchase Item in writing (Purchase Price). The Purchase Price agreed is
inclusive of any VAT payable, all delivery and transportation costs, fees,
taxes (including any export or import taxes), levies and excises, charges and
costs payable in connection with the supply of the Purchase Item, whether in the
United Kingdom or any other jurisdiction. The Purchase Price is not payable and
a contract for sale has not been agreed until we are satisfied with the
Purchase Item in accordance with clause 11(g) below.
(g)
We will arrange with you to inspect the
Purchase Item for any damage, defects or other faults and authenticate the
Purchase Item (Inspection). If, following the Inspection, we are
satisfied with the Purchase Item, we will notify you and provide you with the Purchase
Price in the form of GreenGlamour store credit only. Title in the Purchase Item will then
pass to us.
(h)
If any warranties in clause 11(e) above are untrue, you agree that we
are entitled to return the Purchase Item in exchange for a full refund of the
Purchase Price.
(a)
GreenGlamour retains all intellectual property
rights in the design of the Inventory Items, including the labelling and
packaging, or those rights are owned by a third party. You must not attempt to
copy, reproduce, manufacture or otherwise commercialise the Inventory Items.
(b)
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 these terms both in the
United Kingdom and throughout the world.
13.
THIRD PARTY SUPPLIERS
(a)
We may do any of the following:
(i)
outsource any part of performing any services
related to providing the Inventory Items, including delivery of your Inventory
Items; or
(ii)
procure materials and Inventory Items from
third party suppliers;
without further notice to or
permission from you.
(b)
To the maximum extent permitted under
applicable law, we will not be liable for any acts or omissions of those third
parties, including where such third parties cause delay or damage to any part
of your Order, or are negligent in providing those services or Inventory Items.
PART
B
FOR WHEN YOU BROWSE THIS WEBSITE…
14.
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.
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 GreenGlamour;
(b)
use the Website for any purpose other than the
purposes of browsing, selecting or purchasing Inventory Items;
(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 GreenGlamour, 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.
16.
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 Inventory Item descriptions, prices and other Website
Content.
(a)
GreenGlamour 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 GreenGlamour
or as permitted by law.
(c)
In this clause 17, “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 these terms both in the United Kingdom and throughout the world.
18.
THIRD PARTY TERMS AND
CONDITIONS
(a)
You acknowledge and
agrees 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 GreenGlamour
will not be liable for any loss or damage suffered by you in connection with
such Third Party Terms.
19.
LINKS TO OTHER
WEBSITES AND COMPANIES
(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 or
reference to other companies or brands does not imply our approval or
endorsement of the linked website nor or affiliation or connection with such
companies or brands, unless stated otherwise.
20.
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.
GreenGlamour
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.
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.
LIABILITY AND OTHER
LEGAL TERMS…
(a) We are not liable for any loss, damage or injury suffered as a result of using the Inventory Items, including any skin irritation caused.
(b) Nothing in this agreement shall exclude or limit our liability for fraud or intentional unlawful conduct by us, or death or personal injury resulting from our negligence.
(c) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
(d) To the maximum extent permitted by the applicable law, neither us, nor any of our employees, contractors, officers or agents (Personnel) will be liable to you for:
(i) any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by you, even if we or any of our Personnel have been advised of their possible existence, arising in connection with this agreement; nor
(ii) any direct damage loss or expenses arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings, arising in connection with this agreement.
(e) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this 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.
(f) Without prejudice to the limitation of liability provisions above, in the event that you incur any loss, damage or expense arising out of this agreement, you agree that our maximum liability to you shall be limited to the sum of £500.
24. PRIVACY AND COLLECTION NOTICE
(a) We collect personal information about you in order to provide you with our services, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy. We only collect the information that you choose to provide us in order to assess your condition and provide you with our services.
(b) Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.
(c) By using our Website or engaging us to provide services to you, you agree to be bound by the clauses outlined in our Privacy Policy.
25. DATA PROTECTION
(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.
(b) During and after the delivery of our services, you agree that we will be processing personal data for our own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
(i) us providing our services to you;
(ii) we and/or our independent contractors and third-party suppliers may use your contact details to send marketing materials or other publications;
(iii) we may process and transfer personal data as necessary to effect a re-organisation of its business; and
(iv) we may share personal data with other legal or professional advisers used by us to provide you with legal or professional services.
(c) During and after the delivery of our services, there may be limited occasions where we may process on your behalf as a processor any personal data you have provided to us. We will advise you in writing where we believe we may act as a processor and any such processing shall be in accordance with, and subject to, your instructions.
(d) Before performing the processing, we shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. We will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by you to us against unauthorised or unlawful processing, accidental loss, destruction or damage, including when we subcontract any processing (for example, in the case of external storage of data).
(e) Your instructions are taken to include the use by us, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.
(f) By accepting this agreement, you give positive consent for us to obtain, store and process information about you as described in the preceding paragraphs. You agree that where necessary you will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing us with personal data. It is also a term of these Terms that any personal data supplied by us to you about employees/independent contractors of us and/or any third parties may only be used for the express purposes for which that information is provided to us.
(g) Each party shall comply with the terms of the Data Protection Legislation.
26.
GENERAL
(a)
(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.
(b)
(amendments) This agreement may only be amended in
accordance with a written agreement between the parties.
(c)
(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.
(d)
(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.
(e)
(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.
(f)
(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.
(g)
(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.
(h)
(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.
(i)
(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.
27. INTERPRETATION
(a)
(singular and plural)
words in the singular includes the plural (and vice versa);
(b)
(currency) a reference to currency is to British pounds, unless
otherwise stated;
(c)
(gender) words
indicating a gender includes the corresponding words of any other gender;
(d)
(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;
(e)
(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;
(f)
(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;
(g)
(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;
(h)
(document) a
reference to a document (including this agreement) is to that document as
varied, novated, ratified or replaced from time to time;
(i)
(headings)
headings and words in bold type are for convenience only and do not affect
interpretation;
(j)
(includes) the
word “includes” and similar words in any form is not a word of
limitation; and
(k)
(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.
28. 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
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.
