Terms and Conditions

Last updated on 18 01 2024

Aquila Connect Ltd

Company no. 14704819

TERMS AND CONDITIONS

Please read the following important terms and conditions before you buy anything on our website, browse on our website or use any of the services available on our website generally, and check that they contain everything you want and nothing that you are not willing to agree to.

YOUR KEY INFORMATION

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after receiving your goods, in most cases, you can cancel within 14 days. If you agree the services will start within this time, you may be charged for what you’ve used.

The Consumer Rights Act 2015 says:

you can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it;
if a price hasn’t been agreed upfront, what you’re asked to pay must be reasonable;
if a time hasn’t been agreed upfront, it must be carried out within a reasonable time.

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

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

HOW THESE TERMS WORK

These T&Cs set out:

your legal rights and responsibilities;
our legal rights and responsibilities; and
certain key information required by law.

In this contract:

‘we’, ‘us’ or ‘our’ means Aquila Connect Ltd; and
‘you’ or ‘your’ means the person (natural or juristic) using our site to buy services (including by way of subscription) from us.

If you have any questions about this contract or any orders you have placed, or our services generally, please contact us by:

sending an email to info@aquilaconnect.co.uk; or
Who are we?

We are Aquila Connect Ltd, a company registered in England and Wales under company number: 14704819 with registered office 124-128 City Road, London, England, EC1V 2NX.
Our VAT number is: 446 4912 77.

The details of this contract will not be filed by us. Please print out or save a copy of this contract for your records as we will not save a copy for you.

1.INTRODUCTION

(a) If you buy services on, or otherwise use, our site you agree to be legally bound by this contract.

(b) If you are buying services on our site in the course of business:

(i) the protections set out herein as regards the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 may not apply;
(ii) you represent and warrant that you have the required authority to enter into this contract on behalf of the business and agree that the business will be our customer and you will ensure that any of the business’ representatives using our services will comply with this contract and make them aware of our Privacy Policy.

(d) When buying any services on our site you also agree to be legally bound by:

(i) our website terms and conditions set out in Attachment 1, and any documents referred to in them;

(ii) extra terms which may add to, or replace some of, this contract. This may happen for security, legal or regulatory reasons. We will contact you to let you know if we intend to do this by giving you reasonable notice. You can end this contract at any time by providing notice if we tell you extra terms apply; and

(iii) specific terms, if any, that apply to certain services, which will be communicated to you during the online checkout process.

All of the above documents form part of these T&Cs as though set out in full here.

2. INFORMATION WE GIVE YOU

(a) By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made. This information is set out at the start of these T&Cs and elsewhere throughout our website. If you cannot access this information for any reason, you are welcome to contact us via our email info@aquilaconnect.co.uk and we will provide you with a copy of this information.

(b) The key information we give you by law forms part of this contract (as though it is set out in full here).

(c) If we have to change any key information once a legally binding contract between you and us is made, we can only do this if you agree to it.

3. YOUR PRIVACY AND PERSONAL INFORMATION

(a) Our Privacy Policy is available at https://aquilaconnect.co.uk/privacy-policy

(b) Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

4. ORDERING SERVICES FROM US

(a) Below, we set out how a legally binding contract between you and us is made.

(b) You place an order by using the functionality on the website. Please read and check your order carefully before submitting it. You will be able to correct any errors before submitting your order to us.

(c) When you place your order at the end of the online checkout process, we will acknowledge it by email. This acknowledgement does not, however, mean that your order has been accepted by us.

(d) We may contact you to say that we do not accept your order. This is typically for the following reasons:

(i) we cannot carry out the services;
(ii) we cannot authorise your payment;
(iii) you are not allowed to buy the services from us;
(iv) we are not allowed to sell the services to you; or
(v) there has been a mistake on the pricing or description of the services.

(e) We will only accept your order when we email you to confirm this (Confirmation Email). At this point:

(i) a legally binding contract will be in place between you and us; and
(ii) we will provide services as agreed during the online checkout process.

(f) If you are under the age of 18 you may not buy any services from the site.

5. RIGHT TO CANCEL

(a) If you are a consumer, you have the right to cancel this contract within 14 days without giving any reason. However, you do not have the right to cancel if you requested for us to start providing the services during the cancellation period.This is further explained in clauses 5(e) and 5(f) below.

(b) The cancellation period will expire after 14 days from the day on which this contract is entered into, unless you tick the box entitling you to receive the services immediately.

(c) To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement to us, for example by emailing us using the email address: cancel@aquilaconnect.co.uk. We will then send you a cancellation form and may contact you by phone to discuss alternatives, thereafter, if you decide to cancel, we will close your account on receipt of your completed cancellation form.

(d) 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, though for our admin and records purposes, we require that you still complete a cancellation form as per 5(c) above.

(e) We will not start providing the services during the 14-day cancellation period unless you ask us to.

(f) If you use the Aquila Credits during the cancellation period, you forfeit your right to cancel and must pay the full subscription/services price, even if the period hasn’t ended.

(g) This does not affect the rights you have if our services are faulty. A summary of these rights is provided at the top of this page. See also clause 10 below.

6. EFFECTS OF CANCELLATION

(a) If you cancel this contract, we will reimburse to you all payments received from you, unless you requested for us to start providing the services during the cancellation period, in which case you must pay us:

(i) for the services we provided up to the time you told us that you want to cancel this contract, which will be an amount in proportion to the services performed up to that point in comparison with the full price under this contract; or
(ii) the full price under this contract, if you lost your right to cancel this contract because the services were fully performed (i.e. the work was completed) during the cancellation period.
(iii) We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract.

(b) We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.

7. ACCOUNTS

7.1 ACCOUNTS

(a) In order to use some of the functionality of the Website, you will be required to sign-up, register and receive an account through the Website (an Account).

(b) As part of the Account registration process and as part of your continued use of the Website, 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, living preferences (including area, residence type), mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentications, and other information as determined by Aquila Connect from time to time.

(i) maintaining the confidentiality and security of your Account information and your password; and
(ii) any activities and those of any third party that occur through your Account, whether those activities have been authorised by you or not.

(d) You warrant that any information you give to Aquila Connect in the course of completing the Account registration process will always be accurate, honest, correct and up to date and that you have the authority to give such information.

(e) Once you complete the Account registration process, Aquila Connect may, in its absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

(f) Aquila Connect reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.

(g) Aquila Connect may suspend or cancel your Account for any reason, including for any failure to comply with the Terms.

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

(i) We will not be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Account information or your password.

(j) You agree to release Aquila Connect from any and all liability for any loss or damage that arises out of or in connection with information you provide that is not accurate, honest, correct or up-to-date.

7.2 ACCOUNT CANCELLATION

(a) (Cancellation by you) You are responsible for the cancellation of your Account. You can cancel your Account at any time by using the functionality provided on the Website. To cancel your account:

(i) send an email to cancel@aquilaconnect.co.uk;
(ii) we will send you a cancellation form (and might contact you by phone to offer alternative services or such other solution we may deem appropriate);
(iii) your account will be closed on receipt by us of your completed cancellation form.
(iv) any money earned by you through the Affiliation Programme, if any, will be transferred to you in our next payment run.

(b) (Cancellation by us) To the extent permitted by law, we reserve the right to terminate your access to any or all of the Website or services at any time without notice, for any reason, provided that we refund to you any fees for services which you have paid for and not received. We may also terminate your access to any or all of the services and the Website at any time without notice without issuing a refund if you breach any provision of these terms.

8. CARRYING OUT THE SERVICES

(a) We will carry out the services by the time or within the period agreed during the online checkout process and as set out in the Confirmation Email (see clause 4(e)). If you and we have agreed no time or period, we will carry out the services within a reasonable time.

(b) Our carrying out of the services might be affected by events beyond our reasonable control. If so, there might be a delay before we can start or restart the services, having made reasonable efforts to limit the effect of any of those events and having kept you informed of the circumstances, but we will try to start or restart the services as soon as those events have been fixed.

(i) coaching sessions can be recorded for training and quality assurance purposes;
(ii) we cannot guarantee a particular result or that the services will be fit for purpose;
(iii) scheduling is done at our discretion and is subject to change;
(iv) we have the right, without obligation to refund, to remove participants who, in our opinion, mistreat or harass our trainers or any other participant, or who are otherwise disruptive.

9. SUBSCRIPTION

(a) Some of our services are offered on a subscription basis, if you choose to subscribe to the services and features available on our Website (Subscription), you will be charged a monthly fee for the subscription term selected by you (Initial Term).

(b) Your Subscription will renew automatically for successive periods of the same duration (each a “Renewal Term”) unless you provide us with notice of termination at least 5 working days before the end of the Initial Term or any Renewal Term. You can also choose to downgrade to free account.

(c) Subscriptions can be upgraded, or downgraded. Upgrading subscription will result in starting new billing period. Downgrading to any type of subscription (incl. free) must take place at leat 5 working days before the end of the billing period and must be communicated to Aquila Connect by sending an email to info@aquilaconnect.co.uk

(d) Subscription credits are only valid for the term in which they were allocated and may not be rolled over or otherwise transferred.

10. OUR FEES

(a) You will pay all fees for the selected services as specified in your order.

(b) We reserve the right to change the fees in respect of any subscription service on notice to you and you can cancel the contract if you do not wish to continue on the basis of the changed fee.

11. PAYMENT

(a) We accept most credit cards and debit cards but we do not accept cash or cheques.

(b) We will do all that we reasonably can to ensure that all of the information you give us when paying for the services is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part, of any failure by us to comply with this contract or our Privacy Policy (see clause 3) or breach by us of our duties under applicable laws, we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.

(d) All payments by credit card or debit card need to be authorised by the relevant card issuer.

(e) If your payment is not received by us in accordance with clause 8(c), we may charge interest on any balance outstanding at the rate of 2 percentage points per year above Bank of

(f) England’s plc’s base rate. We will email you to let you know if we intend to do this.
Nothing in this clause affects your legal rights to cancel the contract during the cancellation period as set out in clauses 5 and 6.

(g) All prices are in pounds sterling (£)(GBP) and excludes VAT, unless specified otherwise..

(h) To the fullest extent allowed under applicable law, all non-subscription services are non-refundable.

(i) If you believe we have incorrectly debited your account, you must contact us no later than 7 days after the date the payment was made or the error appeared.

12. NATURE OF THE SERVICES

The Consumer Rights Act 2015 gives you certain legal rights (also known as ‘statutory rights’). The services that we provide to you must be carried out with reasonable care and skill. In addition:

(a) where the price has not been agreed upfront, the cost of the services must be reasonable; and

(b) where no time period has been agreed upfront for the provision of the services, we must carry out the services within a reasonable time.

13. FAULTY SERVICES

(a) Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’) are set out at the top of this page. 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:

(i) contact us using the contact details at the top of this page; or
(ii) visit the Citizens Advice website www.citizensadvice.org.uk or call 0808 223 1133.

(b) Nothing in this contract affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights in law.
(c) If the services we have provided to you are faulty, please contact us using the contact details at the top of this page.

14. PROMOTIONS AND TRIAL MATERIAL

You understand that if you make use of any of our trial, proof of concept, beta testing,early access or other sample services (Sample Services), these are provided without warranty, use is at your own risk and we may terminate the Sample Services at any time and without notice to you.

15. SERVICE OFFERING

In time, the following services will be available through our website, each of which are charged according to the pricing on our website and subject to the payment terms above:

(a) discovery calls [up to 30 min each meeting] with consultants to discuss advertised details This service aims to explain, verify and consult in respect of advertised deals and is for clarity purposes and to provide assistance with the website only. Aquila Connect does not provide financial advisor services at any point. The pricing for such calls will be available on our website.

(b) "We list for you" - listing deals on behalf of our clients. Clients will provide Aquila Connect with adequate materials to publish a listing, such material should be in the form of csv or excel files, together with relevant pictures. You are responsible for providing clean files not affected by any virus and will be liable for any damages incurred as a result of viruses or other harmful code received through your files.

(c) Become compliant - Aquila connect will help and assist the sourcer to become fully compliant. The service will consist of : an exploratory call (to identify needs and assess current level of compliance) and a series of follow up calls, and access to training videos, to guide the user and assess the progress. Aquila Connect will take active part in providing the compliance to the sourcer by: providing knowledge and materials, practical training about compliance, active support during the process, representing the client when possible to assist them in becoming compliance..

(d) "compliance verified" badge - a virtual badge granted for sourcers who request checking (and confirming) their full compliance. The compliance will be checked by Aquila Connect before granting the badge. In case we aren't able to confirm full compliance, we won't return the fee, instead we provide information on where the compliance failed and offer 1 x free reassessment on demand.

(e) "Check My Sourcer" - service for investors. Aquila Connect will provide a full report about a specific Sourcer. This will consist of 3 parts: ID and good repute check, Compliance, Experience and Feedback. The following things may be checked by Aquila Connect in our reporting process: professional indemnity insurance, Registration with The Property Ombudsman (TPO) or Property Redress Schme (PRS), Registration for Data Protection Supervision - Informations Commissioners Office (ICO), Registration for Anti-Money Laundering (AML) Supervision HMRC, AML training, internal policies. Some parts of this report will only be possible with the sourcer's consent, Aquila Connect’s ability to deliver this service is dependent on receiving such consent.

16. END OF THE CONTRACT

If this contract is ended it will not affect our right to receive any money which you owe to us under this contract.

17. THIRD PARTY RIGHTS

No one other than a party to this contract has any right to enforce any term of this contract.

Attachment 1 - Website Terms and Conditions for Browsing

These terms apply when you use our website, being www.aquilaconnect.co.uk, and any other websites we operate with the same domain name and a different extension (“Website”).

1. 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, where applicable, your employees, sub-contractors and any other agents who use or access the Website comply with these terms and any applicable laws.

2. YOUR OBLIGATIONS

(a) You must not:

(i) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without the express consent of Aquila Connect;
(ii) during this contract and after its termination, do or say anything, which could be deemed to be harmful to our business, goodwill or reputation;
(iii) use the Website for any purpose other than the purposes of browsing, selecting, messaging, or purchasing services;
(iv) use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(v) 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;
(vi) use the Website with the assistance of any automated scripting tool or software;
(vii) act in a way that may diminish or adversely impact the reputation of Aquila Connect, including by linking to the Website on any other website; and
(viii) attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:

(A) gaining unauthorised access to Website accounts or data;
(B) scanning, probing or testing the Website for security vulnerabilities;
(C) overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
(D) instigate or participate in a denial-of-service attack against the Website.

(b) Our website is dedicated to providing a safe and respectful environment for all users. Any lewd or inappropriate content is strictly prohibited. This includes but is not limited to, sexually explicit language or images, and any other content that may be deemed inappropriate by our moderators. If you violate this policy your account may be suspended or terminated. We reserve the right to remove any content that violates our terms of service.

(d) You must ensure your systems are compatible with our systems for you to receive the services.

3. 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, subject to any maintenance periods – whether notified or not;
(iii) messages sent through the Website will be delivered promptly, or delivered at all;
(iv) information you receive or supply through the Website will be secure or confidential; and
(v) any information provided through the Website is accurate or true.

(b) We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content.

4. INTELLECTUAL PROPERTY

(a) Aquila Connect 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 other than content provided by you in respect of listings.

(b) You grant Aquila Connect a worldwide, royalty-free, non-exclusive license to use and publish your listing, together with images supplied by you, on Aquila Connect’s website until such time as you request its removal.

(c) 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 Aquila Connect or as permitted by law.

(d) We own any feedback provided by you on our Website without any compensation to you.

(e) We might offer to co-author a case study with you, which can be co-branded and would be published on our Website and any other appropriate websites.

5. THIRD PARTY TERMS AND CONDITIONS

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

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

6. LINKS TO OTHER WEBSITES

(a) The Website may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites and are not responsible for that content.

(b) Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.

7.SECURITY

Aquila Connect 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.

8.REPORTING MISUSE

If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details on our Website.

Attachment 2 - Liability and Other Legal Terms

These terms apply whether you’re buying services from us, or just browsing our Website.

1. LIABILITY

(a) Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal information, we are not legally responsible for any:

(i) losses that were not foreseeable to you and us when the contract was formed;
(ii) losses that were not caused by any breach on our part;
(iii) business losses; or
(iv) losses to non-consumers.

(b) To the maximum extent permitted by applicable law, Aquila Connect limits all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to this Website, these terms or any services or services provided by Aquila Connect, is limited to the greater of:

(i) the total fees paid to Aquila Connect by you in the 6 months preceding the first event giving rise to the relevant liability; and
(ii) £50GBP.

(c) All express or implied representations and warranties in relation to services, our Website and the associated services performed by us are, to the maximum extent permitted by applicable law, excluded.

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

(i) breach of any of these terms;
(ii) use of the Website;
(iii) violation of our intellectual property rights;
(iv) violation of any of your obligations under any applicable data protection legislation; or
(v) use of any services provided by Aquila Connect.

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

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

(g) If any part of a listing looks suspicious, please report it to Aquila Connect by clicking a "Report" button on our website and submitting the form.

(h) Whilst Aquila Connect makes every effort to allow only true deals and takes fraudulent offers very seriously, we will not be responsible for any losses arising from any actions related to those offers. Every prospective investor is responsible for conducting their own due diligence.

2. COMPLAINTS

We aim to provide you with an excellent experience and want to know if we have fallen short so that we can fix things. If you have an issue that arises that you’re not reasonably satisfied with, please get in touch via our chat function and we’ll do what we reasonably can to resolve the matter through chat or video conversations with our team.
If you’d prefer, please email us at info@aquilaconnect.co.uk, providing as much details as possible about the complaint. We will ensure we acknowledge your email within 2 working days.
A senior member of our team will swiftly address your complaint to resolve the matter as efficiently as possible.

3. DISPUTE RESOLUTION

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

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

(c) Once the dispute notice has been given, each party to the dispute must use its best efforts to resolve it in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

4. 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.

5. FORCE MAJEURE

If we become unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to an event beyond our reasonable control, the relevant obligation will be suspended to the extent that it is affected by the event.

6. GENERAL

6.1 GOVERNING LAW AND JURISDICTION

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

6.2 WAIVER

No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

6.3 SEVERANCE

Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.

6.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

6.5 ASSIGNMENT

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

6.6 COSTS

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

6.7 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.

6.8 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (currency) a reference to £, or “pound”, is to pound sterling (GBP), unless otherwise agreed in writing;

(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) (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;

(h) (document) a reference to a document (including these terms) 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 these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.

6.9 NOTICES

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

(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified 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 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, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
(ii) when replied to by the other party,
(iii) whichever is earlier.