WEBSITE TERMS AND CONDITIONS OF USE

(a) Welcome to www.replated.co (the 'Website'). The Website and its associated features offer you the opportunity to browse and purchase various products listed for sale through the Website (the 'Products'). The Website provides this service by granting you access to RePlated’s content and purchase portal (the 'Purchase Services').

(b) RePlated Pty Ltd (ABN 99627555891) (RePlated/us/we/our) owns and operates the Website, which means that we provide all access to and use of the Website, including the Products and Purchase Services.

PLEASE READ THESE TERMS & CONDITIONS ('TERMS') CAREFULLY. 

(c) These Terms are important because they form the agreement between you and RePlated for your use of the Website and the Purchase Services. The Terms detail our obligations to you, your obligations to us, our membership requirements, and the conditions on which we offer our Products and the Purchase Services to you via the Website. If you are a Subscription holder, these Terms also apply to you and make up a part of our Subscription Terms, which can be found here.

(a) If you want to access and use the Website and Purchase Services, then you must agree to be bound by the Terms and any other policies referred to and incorporated in these Terms (as made available on the Website). 

(b) By accessing, using, browsing, and/or interacting with the Website and its contents in any way, or by ordering a Product on the Website, those actions will mean that you’ve agreed to be legally bound by the Terms, and in doing so, you expressly warrant that you have read and understood the Terms in full. 

(c) If you don’t agree with the Terms and/or don’t want to be bound by them, then you agree to stop using the Website (including any of the associated Purchase Services) immediately. 

(d) You can accept the Terms by simply remaining on the Website, or where there is an option made available in the user interface for you to click on ‘accept’ or ‘agree’ to the Terms, you can also do that. Either option is valid and will be accepted by us. 

(e) You acknowledge that RePlated reserves the sole right and discretion to review, modify or replace any or all of the Terms at any time. 

(f) When we amend the Terms, those changes will be made available through an update to this page, and the amendments will take immediate effect from the date of their publication on this page. 

(g) We will make our best efforts to give you notice of Terms updates. However, you agree that it is also your responsibility as a user of the Website to visit this page from time to time in order to check for any changes. 

(h) Before you continue, we recommend that you might like to keep a copy of the Terms as a point-in-time record of all obligations owed at the time of your interaction with the Website and Purchase Services.

(a) To access RePlated’s Purchase Services, you will need to register as a user of the Website. Registering as a user of the website means that you will also become a registered member of the RePlated online community (Member). 

(b) You can become a Member if you are an individual or a business.

(c) User registration for an Account and membership are free.

(d) As part of the registration process and to create your Account, we will ask for your identification and contact details, including your:

• Name (personal or business);

• Valid email address;

• Mailing address for purchases; and

• Telephone number (together known as your Details).

(e) There may be other information that we ask you to provide from time to time, as we further develop our offerings and services. You understand and agree that this additional information if you provide it, will also form part of your Details.

(f) If you are registering for Membership on behalf of a business, you warrant and agree that you are authorised by the business to do so and that you have authority to legally bind the business to these Terms, whether:

• in your own capacity as an individual if you are using the Website as a sole trader; or

• on behalf of, and as an authorised representative of, any company, body corporate, partnership, association, firm, government body or government authority, or other employing entity for whom you access and use the Website.

(g) You acknowledge and agree that where RePlated is supplying you with access to the Website and the Purchase Services, your Details are necessary for the provision of those things, and you must ensure that your Details are accurate.

(h) You also agree that if you use the Purchase Services on a repeated or regular basis, that you will keep your Details updated.

(i) You accept that RePlated won’t take responsibility for, or be liable for, losses or problems caused by you providing incorrect Details or failing to update your Details in your Account.

(j) Once you have completed the registration process and become a registered Member, you will be bound by the Terms and any updated version of the Terms as they exist from time to time, until either you or we terminate our association and your membership ceases. 

(k) As a Member, your membership will grant you immediate access to the Purchase Services.

(l) As an individual, you can only be a Member if you:

• are at least 18 years old, or have reached the age of majority in your country of residence;

• are able to form a legally binding contract with RePlated;

• are not a person or business who is barred from receiving the Purchase Services under Australian Law or under the law of any other country or countries (including the country in which you live and/or from which you intend to use the Purchase Services).

(m) If you are under-age and want to become a Member, you can do that with the assistance of your parent or legal guardian. Where this is the case, please contact us at customer@replated.co and we will guide you through the requirements.

(n) You acknowledge that RePlated cannot warrant that the Website will be available to Members at all times and without disruption; and

(o) RePlated makes no warranties in relation to the content of any other website that may from time to time be linked to or from the Website.

(a) As a Member, you understand and agree to comply with the following obligations as part of your membership: 

(i) you will use the Purchase Services only for purposes that are permitted by:

(A) these Terms; and

(B) the applicable laws in force in Australia and, where you live outside Australia, the relevant laws of your jurisdiction;

(ii) you are wholly responsible for your password and/or email address, and will keep them confidential and safe from use by others. Use of your password by any other person may result in the immediate cancellation of your membership and as a result, your ability to access the Purchase Services and the Website;

(iii) you agree that RePlated is not responsible for any unauthorised activity on your Account;

(iv) any use of your registration information, Details or Account by a third person, or third parties, is strictly prohibited. You agree to immediately notify us of any unauthorised use of your password or email address, or any breach of security of which you have become aware;

(v) when you access and use the Website, it will only be for legitimate reasons, including for the purpose of RePlated providing the Purchase Services to you;

(vi) you will not misuse or tamper with the Purchase Services or Website, or use them for any illegal and/or unauthorised purpose. This includes:

(A) collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email;

(B) unauthorised framing of or linking to the Website, including via the use of data mining, bots, screen-scraping or any other similar data-gathering or extraction tools;

(C) automated use of the Website or the Purchase Services;

(D) hacking, introducing viruses, trojans, worms, logic bombs or other technologically harmful material that could or will interfere with or disrupt the Website, the server/s or networks that host the Website, or interfere with security-related or other features of the Website;

(E) carrying out denial of service attacks; or

(F) stealing any of RePlated’s customer data.

(vii) you agree that commercial advertisements, affiliate links, and other forms of solicitation by you through your Member account will be removed from the Website without notice and may result in termination of the Purchase Services. 

(iix) You must not link to the Website or any part of it in a way that damages or takes advantage of RePlated’s reputation, including but not limited to suggestions or implications that you have any association and/or affiliation with RePlated, or that you have approval and endorsement from us when there is none, or in any way that is illegal; 

(ix) You understand that RePlated will take legal action for any illegal or unauthorised use of the Website, and you agree to indemnify, defend and hold harmless RePlated, its directors, officers, employees, consultants, agents, and affiliates, from any and all third-party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from your use (or misuse) of the Website, or your breach of the Terms.

(a) If you buy the Product/s through the Website using the Purchase Services, you acknowledge that you are making an offer to enter into an agreement to purchase the Product/s listed in that order.

(b) You agree to pay the purchase price that is listed on the Website for the Product at the time of the order (the ‘Purchase Price’).

(c) Payment of the Purchase Price can be made through Stripe (RePlated’s payment gateway provider).

(d) Stripe has its own Terms and Conditions of Use, Privacy Policy and other legal documentation. If you use the Purchase Services, you warrant that you have familiarised yourself with and agree to be bound by all of Stripe’s relevant terms and conditions. 

(e) When you have paid the Purchase Price and received confirmation of payment from us, you will be issued with a receipt to confirm your payment. 

(f) You consent to us recording your purchase details for future use.

(g) We may, at our sole discretion, provide a refund on the return of a purchased Product within 30 days, but only where the Product is unused, the Product packaging is unopened, and the packaging remains in a saleable condition. You acknowledge and agree that you are liable for any postage and shipping costs associated with any refund pursuant to this clause.

(h) If you discover that you have made a mistake with your purchase after you have submitted it, please contact customer@replated.co immediately, but take note that we can’t guarantee that we will be able to amend your order, and there may be fees applicable to process a change to your purchase.

(i) We can, in our sole discretion, terminate or cancel an order if the Product/s are not available for any reason. We will notify you promptly if this is the case, and will refund you the money paid for the order that we have cancelled or terminated. Your refund will be processed through Stripe. 

(j) You acknowledge that we will not be liable for any loss that you or any third party suffer as a result of, or in connection with, a delay, refusal or failure to process your order due to inaccurate or incomplete details provided by you or via your Account.

(k) We may need to refuse an order from time to time, including but not limited to where:

(i) The stock is unavailable (in which case we may ask you if you would like an alternate Product if it is available);

(ii) we suspect that you might on-sell our Products - if you wish to resell, you need to contact customer@replated.co to arrange a resale agreement with us;

(iii) we suspect your order is fraudulent, or suspect payment-related fraud; 

(iv) there has been an error in the imagery, price or the Product description on the Website; or

(v) we have mistakenly included a Product in a particular sale or promotion.  

(a) If you are a RePlated Subscriber, you acknowledge that these Terms form a part of the Subscription Agreement.

(a) We aim to provide you with quality items that are made to the highest standards. If for any reason you have received a Product with a defect, please tell us so that we can help to resolve the problem.

(b) RePlated’s Products come with certain consumer guarantees that cannot be excluded under the Australian Consumer Law (Consumer Warranty). If the Product suffers a Major Defect within a reasonable time after purchase, you are entitled to a replacement or refund. If a Product suffers from a minor defect, then we will determine whether to repair or replace the Product for you.

(c) We also offer an additional manufacturer’s warranty for material defects and workmanship in the Products (RePlated Warranty) for 12 months from the date of purchase.

(d) To make a Consumer Warranty or a RePlated Warranty claim, you must provide us with proof of purchase, indicating the date of purchase of the Product/s, the price paid and a description, and send it in writing to RePlated Pty Ltd at Level 1 9 - 13 Bronte Road, Bondi Junction, New South Wales, 2022 or by email to customer@replated.co. We may ask you to send us images of the damage, defect or fault, for preliminary assessment.

(e) If you raise a valid warranty claim for a minor defect and we choose to repair or replace the Product, it will be at no charge to you for parts or labour. However you acknowledge and agree that you will be responsible for paying any postage or shipping costs to facilitate the warranty claim.

(f) The Consumer Warranty and RePlated Warranty do not apply to the appearance of a Product if it is fit for purpose.

(g) Where a Product becomes of unacceptable quality due to fair wear and tear, misuse, failure to use it in accordance with the manufacturers’ instructions, abnormal use, alteration or modification, or failure to take reasonable care of it, then it will not constitute a defect that attracts a warranty.

(h) If the Product returned to us is found not to have a defect, or it falls outside both warranty periods, or if it is determined that you otherwise do not have a remedy under the Australian Consumer Law, we will contact you regarding either disposing of the Product for you or returning it to you at your own cost.

(i) Definitions

(i) Intended Design and Function: The Product is designed for the carrying and consumption of pre-prepared food items.  It is not designed to withstand large drops, force, impact, or being exposed to very high temperatures for long periods of time (baking in the oven, for example).  The design of the Product is to be within the stated and advertised shape and weight dimensions and used within the designated temperature limits. The Product is also designed to come in varying colours. Given the methods of production, the surface of the Product is not expected to always be completely free of minor streaks, discolouration and blemishes. Images of the Product are provided on the Website for illustrative purposes only, and we do not guarantee that any image will reproduce in true colour, nor that any given image will reflect or portray the full design specifications or options relating to that product. Dimensions and volume are provided where possible to assist You to determine functionality for Your purposes.

(ii) Manufacturing Defect: A manufacturing defect exists if the Product departs from its Intended Design and Function (see above definition of ‘Intended Design & Function’). Defective materials (lid, seal, materials, etc.) or defective workmanship (molding, construction, etc.) are covered for 12 months from the time that You acquired the Product in question from RePlated under your Subscription or buyout, and at RePlated’s sole discretion after that time if You roll over Your Subscription and have not yet notified or become aware of a Manufacturing Defect in that time.

(a) You acknowledge that the Purchase Services integrate delivery (the Delivery Services) through the use of third party delivery companies (the Delivery Service Providers).

(b) RePlated may provide you with a variety of delivery and insurance options offered by the Delivery Service Providers. 

(c) You acknowledge and agree that we are not the provider of these delivery and insurance options and that we only facilitate your interaction with the Delivery Service Providers in respect to the Delivery Services. In that respect, you acknowledge and accept that we cannot guarantee firm delivery dates or times on the Delivery Service Provider’s behalf, and we are not liable to you for any losses, liabilities, costs, damages or additional charges or expenses that may arise out of the Delivery Services being delayed. 

(d) If an item is lost or damaged whilst in transit, we ask that you

(i) contact the Delivery Service Provider directly to request a refund or to claim on any insurance options available; and 

(ii) contact us at customer@replated.co outlining the damage, so that we can decide whether to continue facilitating the use of that particular Delivery Service Provider.

(e) Please note that it might not be possible for the Delivery Service Providers to deliver to some locations.  If we can’t arrange for delivery to your location, we email you at the email address provided in your membership account and will arrange for cancellation of your purchase or for delivery to an alternative delivery address if you provide one (and it is within the areas covered by our Delivery Service Providers).

(a) We are based in Australia and that means we will charge you for your order in Australian dollars. 

(b) The actual price charged outside of Australia may be subject to an exchange rate, but all service fees and exchange rate charges are governed by Stripe’s terms and conditions. 

(d) Dependent on where you live, deliveries to countries outside of Australia may incur import duties. The amount of import duties and/or taxes varies according to country, and you as the customer acknowledge that you are solely responsible for the payment of any necessary customs duties and fees charges upon arrival of your purchase.

(e) For anyone in New Zealand, please note that:

(i) orders valued at more than NZ$1000 may incur duties, customs charges and fees (including GST) charged by the NZ Customs Service once the Order reaches its destination port. 

(ii) Any such amounts must be paid by you directly to the NZ Customs Service or its authorised service provider. 

(iii) multiple separate orders placed on the same day that total NZ$1000 or more, may still be subject to the duties, customs charges and fees, as if they were one order. 

(iv) RePlated will not be responsible for any additional duties, customs charges or fees raised in respect to sales to New Zealand. You should contact your local NZ Customs office or you can find out more information at https://www.customs.govt.nz/personal/online-shopping/.

(a) The Website, the Purchase Services and all of RePlated’s Products and related creations are subject to Intellectual Property law. 

(b) RePlated exclusively owns all rights, title and interest in the trade marks, logos, designs, trade secrets, copyright, rights of publicity and moral rights embodied by, or contained in, or in respect to the Website and its contents (including text, graphics, logos, button icons, video images, audio clips and in certain cases, in the relevant software), the Purchase Services and the Products.

(c) Nothing you do on or in relation to the Website or its contents, the Purchase Services or the Products will transfer any ownership rights or provide any license to you in:

(i) the business name, trading name, domain name, trademark, industrial design, patent, registered design or copyright of RePlated Pty Ltd; or

(ii) the right to use or exploit a business name, trading name, domain name, trademark or industrial design; or

(iii) a system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a system or process).

(d)

You may not, without our prior written permission and the permission of any other relevant rights owners: 

• broadcast

• republish,

• reproduce,

• communicate, 

• up-load to a third party, 

• transmit, 

• post, 

• distribute,

• sell, 

• show or play in public, or

• adapt or change in any way 

the Content or third-party content for any purpose. This prohibition does not extend to any materials provided on the Website that are already freely available for re-use or are in the public domain.

(e) We grant you a non-exclusive and non-transferable licence to electronically access and use the RePlated intellectual property only in the manner described in these Terms, and we do not sell to you, and you do not have the right to sub-licence the RePlated intellectual property.

(a) We take your privacy seriously. Any information provided through your use of the Website and/or the Purchase Services are subject to RePlated’s Privacy Policy, and will be kept, used and disclosed in accordance with it. 

(b) The Privacy Policy is available on the Website and forms a part of the Terms.

(c) When you provide us with your email address to become a Member, you may opt in to electronic communications in respect of news, promotions, reminders and updates on the status of returns and refunds.

(d) We may also communicate with you electronically, as set out in the Privacy Policy.  Your consent to receiving certain communications may be implied from the use of certain functional aspects of the Website and its associated functions.

(a) You acknowledge that RePlated does not make any terms, guarantees, warranties, representations or conditions whatsoever regarding the Products other than those that are provided in these Terms.

(b) We will make every effort to ensure a Product is accurately depicted on the Website, however, you acknowledge that sizes, colours and packaging may differ from what is displayed.

(c) Nothing in these Terms is intended to limit or exclude any of your statutory rights as a consumer under the Australian Consumer Law (or any liability under it) where it cannot be limited or excluded.

(d) Subject to this clause, and to the extent permitted by law:

(i) all terms, guarantees, warranties, representations or conditions which are not expressly stated in these Terms are excluded; and

(ii) we will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Purchase Services, the Products or these Terms (including as a result of not being able to use the Purchase Services or the late supply of the Purchase Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

(e) Use of the RePlated Website, the Purchase Services, and any of the Products (including the Delivery Services), is at your own risk. The Products, Purchase Services and the Website in its entirety, is provided to you on an "as is" and "as available" basis. 

(f) Outside what is stated in the Terms, none of RePlated’s affiliates, directors, officers, employees, agents, contributors, third party content providers (including any third party through which the Delivery Services are made available to you) make any express or implied representation or warranty about the Website’s content, any Product or Purchase Services referred to on the Website. This includes (but is not restricted to) any representation or warranty referable to any loss or damage you might suffer as a result of any of the following: 

(i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records;

(ii) the accuracy, suitability or currency of any information on the Website, the Purchase Services, or about any related products (including third party material and advertisements on the Website);

(iii) costs incurred as a result of you using the Website, the Purchase Services or any of the Products; 

(iv) the operation of links which are provided for your convenience;

(v) any failure to complete a transaction, or any loss arising from e-commerce transacted on the Website; or

(vi) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.

(a) In performing any obligation under these Terms, our only duty is to exercise reasonable care and skill.

(b) RePlated’s total liability arising out of or in connection with the Purchase Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the most recent Purchase Price paid by you under these Terms, or where you have not paid the Purchase Price, then our total liability is the resupply of information or the Purchase Services to you.

(c) You expressly understand and agree that RePlated, its affiliates, employees, agents, contributors, third party content providers and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages which you may incur, however caused and under any theory of liability, unless it is pursuant to statute and cannot be excluded. This includes, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

(d) You acknowledge that RePlated does not provide the Delivery Services to you and you agree that we will not be liable to you for any special, indirect or consequential loss or damage, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Delivery Services.

(e) You acknowledge and agree that you will use the Website, Purchase Services and the Product/s strictly in accordance with the Terms and any instructions (including but not limited to the manufacturer’s instructions in respect to the use of the Product). 

(f) You agree to accept sole responsibility for the legality of your actions in respect to your use of the Website, the Purchase Services and the Product/s under the laws that apply to you.  You agree that RePlated, its affiliates, and any suppliers have no responsibility for your actions.

(g) Nothing in these Terms excludes or limits your statutory rights as a consumer, or our liability for:

(i) Fraud perpetrated by us;

(ii) death or personal injury caused by us breaching our duty of care to you;

(iii) any other liability of ours which cannot be excluded or limited by the applicable law in force at the time.

(a) The Terms will continue to apply to your use of the Website and Purchase Services until either you or we terminate them, as set out below.

(b) If you want to terminate the Terms, you may do so by:

(i) notifying us at any time; and

(ii) closing your account for all of the Purchase Services which you use, where RePlated has made this option available to you.

(c) Your notice should be sent to us in writing via the 'Contact Us' link on our homepage.

(d) RePlated may at any time, terminate the Terms with you (and therefore your membership, where applicable) if:

(i) you have breached any provision of the Terms or we take the view that you intend to breach any provision;

(ii) we are required to do so by law;

(iii) any partner with whom we offered the Purchase Services to you has terminated its relationship with us or has ceased to offer the Purchase Services to you;

(iv) we are transitioning to no longer providing the Purchase Services to users in your country, or the country from which you use the Purchase Services; or

(v) the provision of the Purchase Services to you is, in our opinion, no longer commercially viable.

(e) Subject to local applicable laws, we also reserve the right to discontinue or cancel your membership to the Website and Purchase Services at any time and may suspend or deny, in our sole discretion, your access to all or any portion of the Website or the Purchase Services without notice, if your conduct impacts the RePlated name or reputation, or impacts the name or reputation of another party.

(f)When the Terms come to an end, all of the legal rights, obligations and liabilities that you and RePlated have benefited from will then end, except in respect to 

(i) any purchase that you have made which we have agreed to honour; and

(ii) all rights and obligations in respect to the clauses detailing any 

• warranties,

• liabilities,

• indemnities,

• privacy and 

• intellectual property rights covered in these Terms. 

(g) These rights and obligations set out immediately above, will continue unaffected by the termination, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities.

(a) You agree to indemnify RePlated, its affiliates, employees, agents, contributors, third party content providers and licensors from and against all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with:

(i) any content you post through the Website;

(ii) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so and any breach of the Terms by you or your agents;

(iii) any misuse of the Products purchased; and/or

(iv) any other breach of the Terms.

(a) If a dispute arises out of or relates to the Terms (the Dispute), neither you nor we (the Parties) can commence any Tribunal or Court proceedings in relation to the Dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

(b) Notice

A Party to the Terms claiming that a Dispute has arisen under the Terms, must give written notice to the other Party detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute.

(c) Resolution Process

On receipt of that notice ('Notice') by that other Party, the Parties to the Terms must:

(i) Within 14 days of the Notice endeavour in good faith to resolve the

(ii) Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

(iii) If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator to mediate the Dispute, or request that an appropriate mediator be appointed by the President of the Conflict Resolution Service (https://crs.org.au/) or their nominee;

(iv) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

(v) The mediation will be held in Sydney, Australia, or alternatively via an appropriate internet platform such as Zoom if agreed by the Parties and the mediator.

(d) Confidentiality

All communications concerning negotiations between the Parties and arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

(e) Legal Proceedings

If mediation is unsuccessful in assisting the Parties to reach a resolution, then the Parties are entitled to take any court or tribunal action available to them.

(f) Subscription Services clients

If you are a Subscription holder, then please note that this clause is reflected in the Subscription Agreement.

(a) The Purchase Services offered by RePlated are provided from Australia. In the event of any dispute arising out of or in relation to the Website that is not resolved through mediation pursuant to clause 16 above, you agree that:

(b) These Terms (including all associated policies) shall be governed by, and interpreted and construed in accordance with, the laws of Australia without reference to conflict of law principles, notwithstanding mandatory rules;

(c) Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales, including, for the avoidance of doubt, the Federal Court of Australia sitting in New South Wales; and

(d) the validity of the choice of governing law is not contested. 

(a) You confirm that the Terms are fair and reasonable, and you agree that there has been sufficient opportunity to read and consider the Terms before accepting them.

(a) If any part of these Terms is found to be void or unenforceable by a court of competent jurisdiction, that part of the Terms will be severed and the rest of the Terms shall remain in force.

(a) We will not be liable for any breach of our obligations under these Terms where we are hindered or prevented from carrying out those obligations by any cause outside our reasonable control, including by lightning, fire, flood, extremely severe weather, strike, lock-out, labour dispute, act of God, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law, accident (or by any damage caused by any of such events).

(a) A waiver by us of any one default of yours under these Terms will operate or be construed as a waiver by us of any future defaults, whether of a like or different character.  

(b) No granting of time or other forbearance or indulgence by to you will in any way release, discharge or otherwise affect your liability under these Terms.

(a) These Terms contain all the terms agreed between you and us and supersedes and excludes any prior Terms published on this Site (unless you hold a Subscription, in which case please note that these Terms form a part of the Subscription Agreement as a whole).

(a) The Terms will be binding to the benefit of you and us, and each of our successors and assigns.

(b) You cannot assign, delegate or otherwise deal with any of your rights or obligations under these Terms without our express written consent.

(c) We have the right to assign or otherwise delegate all or any of its rights or obligations under these Terms to any person or corporate entity of our choice.