1. Definitions & Interpretation

   1. Definitions

In these Terms unless inconsistent with the context or subject matter:

1. Australian Consumer Law: the Australian Consumer Law (as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth)).

2. Applicable Laws: any applicable laws (including orders, by-laws and regulations) in the jurisdiction in which you are interacting with are located or which in any way govern or affect your use of the Services. 

3. Confidential Information: means all information (in any form):

   1. relating to or arising from the Services;

   2. Course Content; 

   3. that concerns our business operations and which any reasonable person would consider to be of a confidential nature (such as trade secrets, methods, strategies, client lists, pricing, and other business processes); and

   4. includes the Intellectual Property; 

but does not include information that:

1. is or becomes independently developed or known by you through no breach of these Terms by you; or

2. becomes publicly available without breach of these Terms.

1. Course Content: all materials made available to you in connection with any Course Program, including any email feedback, advice, guidelines and techniques, including all Intellectual Property Rights subsisting in such materials.

2. Course Program: the course programs that we supply, as set out on the Website.

3. Intellectual Property: Intellectual Property Rights, including patents, copyright, trademarks, any right to have Confidential Information kept confidential and any application or right to apply for registration of any of these rights, and includes the following:

   1. the Course Content;

   2. the Online Modules;

   3. the Course Programs; and

   4. any other material relating to the Services or otherwise provided by us to you.

4. Intellectual Property Rights: all present and future rights conferred by law in or in relation to copyright, trademarks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions and confidential information, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable.

These rights include without limitation:

1. all rights in all applications to register those rights;

2. all renewals and extensions of those rights; and

3. all rights in the nature of those rights, such as moral rights.

1. Loss: any loss, liability, cost, charge, expense, tax or damage of any nature whatsoever, including lost profits, loss of goodwill, loss of business, loss of production and any other special, incidental, exemplary, compensatory or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence). 

2. Online Modules: any online modules that are part of the Course Program accessible through the Website.

3. Services: any services we provide to you, including the supply of Course Programs.

4. State: Victoria, Australia.

5. Website: tangerinetango.com.au.

1. Interpretation

In these Terms, unless inconsistent with the context or subject matter:

1. a reference to a person includes any other legal entity and vice versa;

2. words importing the singular number include the plural number and vice versa;

3. a reference to a party includes the party's heirs, executors, successors and permitted assigns;

4. headings are for reference purposes only;

5. where any word or phrase is given a defined meaning any other part of speech or other grammatical form concerning the word or phrase has a corresponding meaning;

6. references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and includes e-mail;

7. unless otherwise stated, a reference to a monetary amount is a reference to an Australian dollar currency amount; and

8. an obligation of two or more parties binds them jointly and each of them severally. 

1. COURSE PROGRAMS AND ENROLMENT

   1. We provide Course Programs which you are able to enrol in, in accordance with these Terms. Full details of the Course Program will be as set out on the Website at the time of enrolment.

   2. You may submit a request to enrol in a Course Program by following the prompts on the Website. Enrolments may be placed online through the Website or by any other means offered by us. Any reference to the Website in these Terms shall include references to such other locations in which enrolments are offered. Whether you are enrolling by the Website or by other means, these Terms will apply to you.

   3. All enrolments are subject to availability and our acceptance of your registration. We may accept or reject your registration without the need to give reasons. Your enrolment will not be confirmed until we have provided acknowledgement of such (including by way of email). Once you have been enrolled in a Course Program, then you will be committed to the Course Program. You will not be able to change enrolments (such as to a different course) unless otherwise agreed by us at our discretion.

   4. The methods of delivery of and access to the Course Program will be as specified on the Website. Access to the Course Program (including the Course Content and Online Modules) will only be for the duration of the Course Program.

   5. In the event that you are enrolling for a Course Program on behalf of a third party, you represent and warrant that you have made that third party aware of these Terms and you acknowledge and agree that actions of that third party shall also be attributed to you for the purposes of these Terms.

   6. In the event that a third party submits an enrolment for a Course Program on your behalf, by attending any Course Program or using the Services you are taken to have agreed to be bound by these Terms, regardless of whether you were provided with notice of them. 

2. COURSE PROGRAM PRICES & Payment terms

   1. The fees payable for the Course Program and the due dates of payment are as set out on the Website. 

1. You must make payment of the fees via a method accepted by us as stated on the Website. We will charge you, and you agree to pay all amounts in accordance with the Website unless otherwise agreed by us in writing. Payment must be made upfront prior to the Course Program commencing (unless otherwise agreed by us).

2. If the fees are to be paid via a direct debit arrangement, then you irrevocably authorise us (or our third party payment provider) to debit the fees and any other amounts payable by you to us (as set out on the Website and these Terms) from your nominated account or debit or credit card, on or around the date that those fees and amounts fall due. You authorise us (and our third party payment provider) to hold your direct debit account details throughout the term for this purpose. You must ensure that you keep your card and bank account details up to date at all times with sufficient funds otherwise we reserve the right to charge you any default charges we incur in respect of any failed charges. You warrant that you are the owner or have the right to use such debit account provided to us. 

3. If you fail to pay any amount when due under these Terms, you acknowledge that we may in our discretion:

   1. restrict your access to the Course Content or the Online Modules; and/or

   2. withdraw you from any Course Programs; and/or

   3. terminate these Terms.

4. Our payment provider may charge you a fee depending on the payment method used by you (for example, payments made by credit card may attract a small surcharge). You agree to pay such fees at the same time as you make payment to us, even if such fees are not explicitly disclosed to you.

5. You authorise us, directly or through third parties, to make any inquiries we consider necessary to help verify or check your identity or prevent fraud.

6. Prices shown on the Website are in Australian Dollars (AUD) and include GST, unless otherwise stated. Prices are subject to change without notice.

7. You acknowledge and agree that you are solely responsible for ensuring that you have read and understood any applicable third-party terms and conditions when using a third party payment provider. We will not be liable for any loss or damage suffered by you in connection with such third party terms, regardless of whether we bring these to your attention or not. You are solely responsible for obtaining a copy of and reviewing such third party terms.

8. We are not party to any transaction between you and a third party. For example, if you incur a debt to a third party payment provider in connection with a purchase, you are solely liable for that debt and you acknowledge that we are unrelated to, and have no control over that third party payment provider.

9. You must be able to form legally binding contracts under Applicable Laws to register for the Course Program. 

10. All fees must be paid without setoff or claim under any circumstances, including if a dispute arises.

1. ACCESS TO Course CONTENT and online modules

   1. When you sign up and register to a Course Program from us you are getting from us a licence to access the Course Content and Online Modules in the manner specified by us. Such access is granted in accordance with these Terms.

   2. Subject to you fulfilling your obligations under these Terms, we grant you a personal, non-exclusive, non-assignable, non-sublicensable nor transferable licence to access and use the Course Content and the Online Modules subject to the following restrictions:

      1. you must only use the Course Content and Online Modules solely for the purpose of obtaining the benefit of a Course Program for its intended purpose;

      2. your access to the Course Content and Online Modules will continue only for the duration of the Course Program. On completion your access will be revoked (except as expressly set out);

      3. you must not distribute any Course Content or Online Modules to any third party or deal with them commercially;

      4. you may access, browse and print our Course Content and Online Modules for internal use only, and you must not without our prior written consent:

         1. sub-licence, assign or novate the benefit or burden of the licence granted hereunder in whole or part; or

         2. use, resell, copy, reproduce, distribute, adapt, alter, modify, translate, publish, share, reverse engineer, export, create derivate works, or publicly display any of the Course Content, Online Modules or Intellectual Property anywhere in the world (including by sharing the Course Content with others).

   3. We may require you to set up an account to access and view the Course Content and Online Modules. In creating and using an account:

      1. you must not use false or misleading information and must update your details should they have changed from the last time you used the account;

      2. you must follow any password policies made available by us from time to time (and as are stated on the Website from time to time);

      3. you are responsible for the security of your username and password, and we will assume that anyone using your account is authorised to do so by you and you are responsible for their actions. Under no circumstances will unauthorised access and use of your account reduce your liability to us; and

      4. you must notify us immediately if you become aware of any unauthorised use of your account or other security breach. 

2. Using our website

   1. We provide our Website to facilitate the supply of our Services, to help us connect with you and to provide general information and relevant content that you may be interested in. You must not use the Website for any purpose other than its intended purpose, and you must not harm our Website in any way. When using the Website you must not act fraudulently, or provide us with false, inaccurate, infringing or misleading information. Parts of our Website may allow you to comment or submit your content, and in doing so you must not post anything that is inflammatory, racist, abusive, harassing, obscene, sexually explicit or that violates any Australian law or the rights of any person.

   2. The information you provide us and your use of the Website must not:

      1. create liability for us;

      2. infringe any third party’s privacy rights; 

      3. infringe any third party's copyright, patent, trademark, trade secret, intellectual property or other proprietary rights or rights of publicity or privacy;

      4. violate any applicable laws (including those governing privacy, consumer protection, unfair competition, criminal law, racism or antidiscrimination or trade practices law); or

      5. be defamatory, trade libellous, unlawfully discriminatory, threatening or harassing.

   3. If you provide us with any feedback, ideas, modifications, suggestions, improvements or other content you agree that we may, at any time, without restrictions exploit, copy, republish, edit, or otherwise use such content on any medium worldwide (including on the internet). We will not be required to pay you any compensation for such content (regardless of our use). We have no obligation to review any content or otherwise remove any content that may be unlawful, offensive, threatening, defamatory or obscene. 

   4. Any reviews submitted to us will be our property on and from its creation and we will be able to deal with it unrestricted. Without limiting this right, we may remove any review, and use any review on our Website or on any medium online worldwide (including social platforms) at our discretion (regardless of the content). To the extent necessary you must assign all rights, title and interest in such reviews as required by this clause.

   5. Your use of this Website is by personal, non-exclusive licence granted by us strictly in accordance with these Terms. This Website is only available to, and may only be used by, persons who can form legally binding contracts under applicable laws. If you do not qualify, you must not use the Website.

   6. We remain the owner of the Website and all intellectual property rights associated with the Website (including without limitation trade marks, logos, names, designs, content, videos, logos, images and source code) and any improvements or modifications to such intellectual property. We ask that you do not copy, reproduce or modify any of our Website for any purpose except where we give you our prior written consent or sharing is otherwise permitted (as noted below).

   7. Our Website may contain links to or from other third-party websites which we have no control over. We are not responsible for the content or use of these other websites (including any virus, or disturbing or harmful content) and you access them at your own risk.

3. Third-Party Applications

   1. Course Programs may involve the integration of third party applications. You acknowledge and agree that:

      1. you are required and are solely responsible for downloading and creating an account for such third party applications and ensuring that you maintain your account (at your own cost including subscription fees); and

      2. you are required to provide us with access to your account on the third party application (as required by us to provide the Course Program).

   2. Please note that additional terms may apply for such third party applications and you are also responsible for reading and agreeing to those terms (we are not a party to such terms).

4. Obligations

   1. In participating in the Course Program, you must:

      1. be prepared to work and be responsible for your own results;

      2. be honest and truthful in our relationship with you so that we can work together;

      3. be respectful to us;

      4. not infringe on Intellectual Property Rights;

      5. not misbehave or conduct yourself in a “trolling” manner;

      6. not contribute or post anything that:

         1. is unlawful, fraudulent, misleading, deceitful, threatening, abusive, libellous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, abusive, offensive, inflammatory or otherwise objectionable;

         2. harasses, degrades, intimidates or is hateful to an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;

         3. includes personal or identifying information about another person without that person's consent;

         4. constitutes promotion or advertisement for groups, events or activities organised through competing social clubs, activity sites and internet platforms, except as otherwise expressly permitted by us;

         5. impersonates any person or entity;

         6. is about companies without authorisation to do so;

         7. is an advertisement, solicitation, chain letter, pyramid scheme, investment opportunity or other unsolicited commercial communication (except as otherwise expressly permitted by us); or

         8. contains software viruses, worms or any other harmful code.

   2. We reserve the right (but have no obligation) to:

      1. review, modify, reformat, reject or remove any content you post or otherwise publish on the Website or other community provided by us (User Content) that, in our opinion, violates these Terms or otherwise has the potential to harm, endanger or violate the rights of any person; and

      2. monitor use of the Website, and store or disclose any information that we collect, including in order to investigate compliance with the Terms or for the purposes of any police investigation or governmental request.

5. Intellectual Property Rights

   1. Content you provide

      1. You acknowledge and agree that any User Content will remain your or your licensors property. We will not claim ownership over the User Content you provide to us. All of your User Content remains yours.

      2. You acknowledge and agree that:

         1. you grant to us an unconditional irrevocable, worldwide, perpetual, full paid-up, transferable, non-exclusive licence to use, reproduce, commercialise, modify, adapt, publish, transmit, distribute, communicate, translate, display and create derivate works of any User Content, in connection with the Website (this includes without limitation the right to authorise other users and third parties to view, access, use and/or transmit your User Content). This licence is solely granted for the purposes of providing and improving our Services (including the Website). We also reserve the right to cut, crop, edit or refuse to publish your User Content;

         2. you grant us a royalty-free licence to use your name, image and likeness to identify you as the User Content creator; 

         3. you warrant that you own or have the necessary licences to post such User Content and that any User Content you provide us with will not infringe any rights of any third party (including intellectual property rights or confidentiality obligations) nor give rise to any liability to make royalty or other payments to any third party;

         4. you consent to any act or omission which would otherwise constitute an infringement of your moral rights, and if you add any content in which any third party has moral rights, you must also ensure that the third party also consents in the same manner;

         5. all rights granted to the User Content under these Terms will also apply to third party services that are integrated with the services;

         6. other users may be able to also extract such User Content; 

         7. we will not be liable in any way for any User Content; 

         8. we are not liable or responsible for any loss that you may experience in submitting User Content to us or for our use of your User Content in accordance with the licence granted; and

         9. you must not falsely express or imply a relationship between you and us.

   2. Content others provide

Other users may also make content available for you to access on the Website. Where they do so, you acknowledge that you may only access and view this content for your information and personal use. You are not permitted to copy, reproduce, make available online or electronically transmit, publish, adapt, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any other content without our consent or the consent of the licensors of such content.

1. Our intellectual property

   1. The Intellectual Property is owned by us and is subject to copyright. 

   2. You agree that we own all rights, title and interest (including Intellectual Property Rights) which subsist in or which may be obtained from the Intellectual Property and you undertake not to:

      1. take or permit or omit any action which would or might:

         1. invalidate or put in dispute our title to the Intellectual Property or any part of it;

         2. oppose any application for registration or invalidate any registration of the Intellectual Property or any part of it;

         3. support any application to remove or undo our title in the Intellectual Property or any part of it; or 

         4. assist any other person directly or indirectly in any of the above;

      2. use, copy, reproduce, distribute, export, adapt, alter, modify, translate, publish, share, create derivate works, or publicly display any of the Intellectual Property anywhere in the world, without our prior written consent;

      3. attempt to decompile, reverse engineer  or rebuild any Intellectual Property; 

      4. use the Intellectual Property in any way which would breach these Terms; 

      5. use the Intellectual Property for any commercial use; or

      6. remove any copyright or other restrictive documentations from the Intellectual Property.

1. CANCELLATIONS AND REFUNDS

   1. To the extent permitted by law, if you wish to cancel any Course Program or the Services in whole or part, unfortunately, no refunds will be provided and the entire fees payable for the Course Program (regardless of whether you attend the whole Course Program) will be immediately due and payable. We reserve the right to immediately deduct the remainder of any fees payable on termination.

   2. Upon acceptance of your enrolment in the Course Program, we allocate resources to your course and commit a significant amount of time to the provision of the Course Program. Given the before and the fact that enrolment places are limited, you acknowledge that any non-refunded amount is a genuine pre-estimate of the loss that we are likely to suffer as a result of your early cancellation. You acknowledge that this is not a penalty.

   3. In the event we are required to cancel a Course Program, prior to the completion delivery of such Course Program, and provided you are not in default, we will issue you a pro-rata refund of any prepaid course fees. The refund will be calculated on a pro-rata basis according to the length of access you have had to the Course Program content at the time of cancellation. 

2. Disclaimer

   1. You acknowledge and agree that the use of the Services (including the Course Program) is at your own risk. 

   2. The Services are intended for general education and information purposes only. Nothing on the Website or the Course Content purports to offer business, legal, medical or other professional advice.  You should use caution and always seek professional advice before acting on any information that we provide.

   3. You acknowledge that you are solely responsible for following, or not following, or making an assessment of any advice and/or using any Course Programs that we provide or recommend and that we are not responsible for any Loss that you may suffer as a result of use of the Services. 

   4. We provide support, guidance and tools to assist you to set goals, determine priorities and achieve results, but any decision that you make, and the consequences that flow from such decisions, are your sole responsibility. Your success depends on many factors, including your dedication, participation, desire, and motivation. You are 100% responsible for your progress and results from the Course Program.

   5. Nothing on the Course Content or the Services is a promise or guarantee of results. We cannot and do not make any guarantees that attendance at the Course Program will get results. Any information given (including case studies) is purely based on experience and is for illustrative purposes only. You acknowledge and understand that because of the nature and extent of the Course Program, the results experienced by each participant may significantly vary.

   6. Any testimonials and examples within any marketing materials are not to be taken as a guarantee that you will achieve the same or similar results. 

   7. You acknowledge and agree that whilst every effort is taken to ensure the Course Content is accurate, we make no representations and give no guarantees or warranties about the currency, suitability, reliability, availability, timeliness and/or accuracy of the Course Content for any purpose. 

   8. This disclaimer applies to the fullest extent permitted by law and shall survive any termination or expiration of these Terms.

3. TERMINATION

   1. Either party (the non-defaulting party) may terminate these Terms with immediate effect by giving written notice to the other party if:

      1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

      2. the other party commits a breach of any term of this agreement and either:

         1. the breach is irremediable; or

         2. the breach is remediable and the other party fails to remedy that breach within a period of 7 days after the other party has, or is deemed to have, received written notice requesting it to do so;

      3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

      4. an insolvency event occurs in relation to the other party; or

      5. any warranty given by the other party in this agreement is found to be untrue or misleading.

   2. The rights available to a party under this clause do not affect any other right or remedy otherwise available to it.

4. EFFECT OF TERMINATION

   1. On termination or expiry of this agreement:

      1. each party must promptly deliver to the other all property belonging to the other that is in its possession or control, including any Intellectual Property and Confidential Information;

      2. you must pay to us any sums that are outstanding and to be accounted for under these Terms; and

      3. unless otherwise specified in accordance with these Terms, and otherwise as required by law, there will be no refund for any fees paid.

5. Limitation of liability

   1. Subject to the other terms of this clause, we exclude all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Services, that are not expressly set out in these Terms to the maximum extent permitted by law.

   2. Concerning the liability of each party to the other party, each party will not be liable for any Loss to the extent that:

      1. it is caused by the other party’s negligent act or omission;

      2. it results from the other party failing to take reasonable steps to avoid or minimise the Loss; and

      3. it is caused by events outside of that party’s reasonable control. 

   3. Subject to the other terms of this clause, the liability of either party for any Loss arising out of or in connection with these Terms, including any breach by that party of these Terms however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, will not exceed an amount equal to the amount of fees payable for the Services most directly related to the claim. The liability of either party for any claim arising out of or in connection with any Service will not exceed an amount equal to the amount of fees payable for such Service. The total aggregate liability of either party for each and all claims arising out of or in connection with these Terms will not exceed an amount equal to the fees paid to us for the relevant Course Program. 

   4. The limitation and exclusion of liability in this clause applies whether the liability claim is based on breach of contract, under a warranty or an indemnity, tort (including negligence), under statute, in equity or otherwise.

   5. Without limitation to the other terms of this clause, each party excludes any liability to the other party, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with these Terms.

   6. Notwithstanding anything else in this clause, each party’s liability will be reduced to the extent the Loss or damage is caused by or contributed to by the other party or its personnel.

   7. Nothing in these Terms is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of the Australian Consumer Law, or the exercise of a right conferred by such a provision, or any liability of ours in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law to a supply of services, to the extent that the Australian Consumer Law applies to the Services. 

   8. If we are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law that cannot be excluded, our total liability to you for that failure is limited to, at our option to the resupply of the Services or the cost of resupply. 

6. Confidential Information

   1. Confidentiality obligations

      1. Other than where:

         1. use of the Confidential Information is required for the purpose of complying with a party’s obligations under these Terms; 

         2. the Confidential Information is in the public domain, except as a consequence of a breach of this clause; 

         3. expressly agreed by all parties in writing; or 

         4. required by law; 

you must at all times: 

1. treat and keep the Confidential Information confidential; 

2. not use, or allow the use, of the Confidential Information by any third party; and

3. not disclose or allow the disclosure, of the Confidential Information or the fact of the disclosure of the Confidential Information to any third party. This includes information, methods or material delivered as part of the Services, or any information concerning the nature of the Services.

1. Without limiting the generality of clause 14.1(a), you must:

   1. only use the Confidential Information in accordance with the instructions provided by us in writing;

   2. not reproduce or record or make any notes of any Confidential Information except as permitted;

   3. not develop any product or service (including a course) based on the Confidential Information;

   4. not allow or assist any other person to disclose, use, publish or release the Confidential Information;

   5. put in place and maintain adequate security measures to protect the confidentiality of the Confidential Information being no less stringent than a reasonable person in your position would use with respect to its own confidential information including:

      1. taking reasonable steps to keep the Confidential Information within your possession, power, custody and control;

      2. taking reasonable steps to ensure the proper and secure storage of the Confidential Information; and

      3. taking reasonable steps to protect the Confidential Information from unauthorised access, disclosure or use, or loss, damage or destruction; 

   6. not copy, duplicate or adapt any or all of the Confidential Information or create other works from the Confidential Information without our prior written consent; and

   7. not use or disclose to a third party any aspect of the Confidential Information for any purpose whatsoever.

2. Notifying us

You:

1. must immediately notify us if you become aware of any breach or anticipated breach of the obligations in these Terms; and

2. must immediately notify us if you are lawfully obliged to disclose any Confidential Information to a third party and must comply with our lawful directions in relation to the disclosure.

1. Security

   1. We take all reasonable steps, however we do not guarantee the security of our records, or your information. We disclaim all liability for any computer virus or technological problems that are beyond our control. 

   2. Continuous accessibility to the Course Content may be dependent upon third party services and as a result, the Course Content may be inaccessible from time to time. We cannot guarantee continuous or secure access to our Course Content and to the extent permitted by law, we do not give any promises or warranties about the availability of our Course Content, or that the Course Content will be provided uninterrupted, delay-free or error-free.

2. Reviews and other Submissions

   1. If you submit a review or other material to us, or if you tag us in any of your own material (including any social media post on your personal account) you grant us a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate and create derivative works from, distribute and display such content throughout the world in any media.

   2. You represent and warrant that you own or otherwise control all the rights to that material and that at the date of submissions:

      1. the material is accurate; and

      2. the material does not breach any Applicable Laws.

3. General terms

   1. Variation 

      1. We may vary these Terms immediately, without notice to you, where we consider that the change is likely to benefit you or otherwise have a neutral impact on you.

      2. We may vary these Terms on giving 30 days’ notice if we consider that the change will have a minor detrimental impact on you. If you do not agree to the change then you may reject the change and terminate these Terms within 30 days of us giving notice of the change.

   2. Survival

Clauses 8, 10, 12, 13 and 14 survive termination of these Terms, together with any other clauses which by their nature are intended to do so. 

1. Governing law

   1. These Terms are governed by the laws of the State and the Commonwealth of Australia which are in force in the State.

   2. The parties submit to the jurisdiction of the Courts of the State, relevant Federal Courts and Courts competent to hear appeals from them.

2. Binding on successors

These Terms shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.

1. Assignment

You may not transfer, assign or otherwise dispose of your interest in these Terms without our prior written consent, which consent may be unreasonably withheld. For the avoidance of doubt, we may transfer, assign or otherwise dispose of our interest in these Terms without your prior written consent.

1. Waiver

No waiver by a party of a provision of these Terms is binding unless made in writing.

1. Severance

If a provision of these Terms is void or unenforceable it must be severed from or read down to the extent necessary from these Terms and the provisions that are not void or unenforceable are unaffected by the severance.

1. Entire understanding

   1. These Terms contain the entire understanding and agreement between the parties as to the subject matter of these Terms.

   2. All previous negotiations, understandings, representations, warranties, memoranda or commitments about the subject matter of these Terms are merged in these Terms and are of no further effect.

2. No adverse contraction

The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.

1. Cumulative rights

The rights and remedies of a party to these Terms are in addition to the rights or remedies conferred on the party at law or in equity.