Terms and conditions.

Welcome to Happy to Help!

To make it easier for you to understand the terms on which we provide our services, we’ve tried to keep these terms of use (Terms) as simple as possible by using plain English.

These Terms apply to our web and mobile application accessible via https://happytohelp.com/, the Apple iOS Store and the Google Play Store (Platform). We’ve set out these Terms to govern your usage of the Platform.

When we talk about “the Company”, “we,” “our,” or “us” in these Terms, we are referring to Happy to Help, an Australian business with ABN 13 588 984 088. If you have any concerns regarding these Terms and/or the Platform, please contact us at [email protected].

We’ve also used a few other capitalised words and phrases as shorthand to refer to recurring concepts. Each of these are defined in bold and in brackets after the concepts are first mentioned.

By clicking the tick box on the Platform, making payment, signing up for a Trial or otherwise accepting the benefit of any part of the Platform, you agree to be bound by these Terms which form a binding contractual agreement between you or the entity you represent (you) and Happy to Help. You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

1. Introduction

These Terms set out the terms and conditions that apply when you use the Platform.

By using the Platform or otherwise engaging with the content on the Platform, you represent and warrant that you are at least 18 years old, have the legal capacity to enter into a binding legal agreement with us and you agree to be bound by these Terms

Please have a careful read through these Terms before using the Platform. If you don’t agree to these Terms, please don’t use the Platform.

We may modify our Terms from time to time and your continued use of the Platform provides that you have accepted these Terms. You can review the most current version of the Terms at any time at https://happytohelp.com/company/terms.

2. Account registration

In order to use the Platform, you will be required to sign up for an account (Account).

When you register for an Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration. The information you upload to the Platform may include but not be limited to files, data, materials or any other information, including Intellectual Property Rights attaching to those files, data, materials or any other information (User Information).

You agree that you’re solely responsible for:

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

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

We won’t 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.

3. Account Services

3.1. Hosted services

  • (security) We will use our best efforts to ensure that User Information is stored securely. We encrypt all information both in transit and at rest. Happy to Help will report any User Information breaches within a reasonable time of becoming aware of such breach. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Information, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
  • (backups & disaster recovery) We will use our best efforts to maintain regular backups including continuous and off-site backups. However, in the event that User Information is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects. Happy to Help uses your payment gateway as a source of truth for payment data. Some data may be recovered from these third party systems in the event of system failure.

3.2. Support services

Happy to Help offers support where necessary to resolve technical issues with the Platform (Support Services), upon which the following terms apply unless otherwise specifically agreed in writing:

  • We will take reasonable steps to provide Support Services where necessary. We aim to respond to all support requests within 24 hours.
  • You are responsible for all internal administration and managing access, including storing back-up passwords and assisting your personnel to access and use the Platform.
  • You will not have any claim for delay to your access to the Platform due to any failure or delay in Support Services.

3.3. Disclaimer

You acknowledge and agree that:

  • any information provided to you as part of or in connection with the Platform or the Services is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice; and
  • it is your responsibility to comply with applicable Laws relevant to your business, including industrial relations Laws and privacy Laws.

4. Verification

  • (Verification) We may offer or require you to verify your details (including company and credit card details) using our processes or an external identity verification service as applicable (Verification Service).
  • (Your personal information and privacy) We will collect your personal information in accordance with our Privacy Policy as set out in clause 18. Where a Verification Service is used, you acknowledge and agree that:
    • we may contact and share your personal information with a Verification Service to verify your details;
    • you consent to us receiving, sharing and using this information to enable us to carry out the Verification Service.
  • (Fees) We may charge non-refundable fees for the Verification Service, as set out on the Platform.

5. Fees

5.1. Trial

  • (a) We may offer a no-cost trial that provides access to our Platform for a specified period as outlined on the Platform (Trial). If no payment is made at the end of the Trial, your access will automatically terminate. To continue using our Platform, you must select and purchase a subscription in accordance with clause 5.2.

5.2. Subscription

  • Subject to clause 5.1, access to the Platform is available only through a paid subscription (Subscription). Subscriptions are structured to offer different levels of functionality and performance (Performance Levels) based on your chosen budget. Details of these levels, along with associated fees (Subscription Fees), are provided on the Platform.
  • Subscription Fees may be paid through the Platform or as otherwise notified by us. As part of subscribing, we may require you to provide payment details (Payment Details).
  • Once you subscribe, your Subscription will automatically renew at the end of each Subscription Period unless you cancel in accordance with clause 17. Fees for the next period will be charged automatically at the start of each new period.

5.3. Adjustments to Subscription Levels

  • You can request to adjust your Subscription Level (e.g., upgrade or downgrade) at any time. If you do, we will:
    • take reasonable steps to promptly provide access to the new Subscription Level; and
    • apply the relevant Subscription Fees immediately for upgrades or at the start of the next billing cycle for downgrades, unless otherwise notified.
  • If you downgrade your Subscription, you acknowledge that certain features, content, or capacities may no longer be available, and we are not liable for any resulting loss. By downgrading, you release us from any related claims.

5.4. Subscription Fees and Payment

  • (When Subscription Fees are due) Subscription Fees must be paid at the start of each Subscription Period. You may select your preferred Subscription Period via the Platform or by contacting Happy to Help in writing.
  • (Automatic recurring billing) Your Subscription will automatically renew indefinitely at the end of each Subscription Period. Unless you notify us before the end of the current Subscription Period that you wish to cancel, we will continue to charge Subscription Fees for the next period. You accept responsibility for all recurring charges until cancellation.
  • (Failure to pay) If Subscription Fees are not paid when due, your Account may be suspended for up to 1 month (Suspension Period). If outstanding fees remain unpaid during the Suspension Period, your Account may be revoked.
  • (Third Party Payment Provider) We use third-party payment providers (Payment Providers) to process payments. Payments are subject to the terms, conditions, and privacy policies of the Payment Providers. We are not liable for the performance or security of the Payment Providers. We may correct, or instruct Payment Providers to correct, any payment errors or discrepancies.
  • (Changes to Subscription Fees) We reserve the right to adjust Subscription Fees from time to time. If we do, you will be notified in advance, and the changes will apply to your next billing cycle.

5.5. Budget-Based Pricing

  • Our Subscription model is designed to be flexible, allowing you to set a budget that determines your Subscription’s Performance Level. This unique approach ensures that you can tailor the Platform’s capabilities to suit your specific needs and financial constraints.
  • Once you select a budget, we will optimize the features, AI capabilities, and overall performance provided to ensure you receive the maximum value possible within your chosen budget. This allows businesses of all sizes to benefit from our Platform without overspending or underutilizing resources.
  • (Performance Levels) Performance Levels vary based on your budget and include a range of features, from basic support to advanced tools such as real-time optimization, detailed analytics, and personalized insights. Details about these Performance Levels and their associated capabilities are available on the Platform.
  • (Budget Flexibility) You can adjust your budget at any time to upgrade or downgrade your Performance Level. This flexibility allows you to respond to changes in your business needs, scaling up when you require additional functionality or scaling down to maintain cost efficiency.
  • (Maximizing Value) Our pricing model operates on the principle of delivering maximum value for your spend. For smaller budgets, we provide essential support and functionality. Larger budgets unlock a more comprehensive suite of tools and AI-powered optimizations designed to enhance performance and drive measurable results.
  • (Transparency and Recommendations) The Platform provides clear information about how your budget influences Performance Levels. Additionally, after using the Platform for a trial period, we may recommend an optimized budget tailored to your specific business goals, ensuring you achieve the best return on your investment.

6. Refunds

Except as otherwise set out on our website or required by law (including the Australian Consumer Law), we generally don’t offer refunds for any of our subscriptions and any refunds we issue will be solely at our discretion. Please let us know if you have any issues with our Platform that you think should entitle you to a refund and we’ll consider your situation.

7. Acceptable use

We’ll need you to make a few promises about the way you’ll use the Platform.

You agree:

  • not to copy, reproduce, translate, adapt, vary or modify the Platform without our express consent;
  • not to use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
  • not to use the Service for the purpose of distributing unsolicited commercial content, junk mail, spam, bulk content or harassment;
  • not to attempt to breach the security of the Platform or Happy to Help’s system security, or otherwise interfere with the normal function of the Platform, including by:
    • gaining unauthorised access to Accounts or data about other users of the Platform;
    • scanning, probing or testing the Platform for security vulnerabilities;
    • overload, flood, mailbomb, crash or submit a virus to the Platform or Happy to Help’s system; or
    • instigate or participate in a denial-of-service attack against the Platform or Happy to Help’s system; and
  • to ensure that your employees, sub-contractors and other agents who you have authorised to use or access the Platform comply with the Terms.
  • If you breach or are suspected to have breached any of your obligations in this clause 7 Happy to Help reserves the right to suspend or cancel your Subscription without notice or any refunds.

8. Your content

8.1. Types of content

As part of using the Platform, you’ll be uploading images, content, information and materials you share with us or the public (including feedback, suggestions and enhancement requests), including by using the features of the app, sharing content via the app on social media or by contacting us, or when you register an Account (Posted Materials).

8.2. Posted materials

By providing or posting any Posted Materials, you represent and warrant that:

  • you are authorised to provide the Posted Materials;
  • the Posted Materials are free from any harmful, discriminatory, defamatory or maliciously false implications and do not contain any offensive or explicit material;
  • the Posted Materials are not “passing off” of any product or service and does not constitute unfair competition;
  • the Posted Materials do not infringe any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement (Intellectual Property Rights);
  • the Posted Materials are accurate and true at the time they are provided;
  • any Posted Materials which are in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
  • the Posted Materials do not contain any viruses or other harmful code, or otherwise compromise the security or integrity of any network or system; and
  • the Posted Materials do not breach or infringe any applicable laws, regulations or orders.

8.3. Posted materials - IP license

By uploading any Posted Materials, you grant to Happy to Help (and its agents or service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in that Posted Material in order for Happy to Help to use, exploit or otherwise enjoy the benefit of such Posted Material.

8.4. Removal of posted materials

We don’t have any obligations to screen Posted Materials in advance of them being posted and your compliance with these Terms is your responsibility. However, we may, if we choose, review and remove any Posted Materials at any time without giving any explanation or justification for removing the material and/or information.

9. Our content

Unless we indicate otherwise, all materials used in the Platform (including text, graphics, logos, icons, sound recordings and software) are subject to Intellectual Property Rights that are owned or licensed by us.

You can only access and use these materials for the sole purpose of enabling you to use the Platform in accordance with the plan you are on, except to the extent permitted by law or where you have received prior written approval from us.

10. Third parties

10.1. Third party content

The Platform may contain text, images, data and other content provided by a third party (Third Party Content). We’re not responsible for any of this Third Party Content and we make no representation or warranty about the quality, suitability, accuracy, reliability, currency or completeness of any Third Party Content.

10.2. Third party links

The Platform may also contain links to websites operated by third parties (Third Party Links). Third Party Links are provided for convenience and may not remain current or be maintained. We do not endorse and are not responsible for Third Party Links and have no control over or rights in linked websites.

10.3. Third party terms and conditions

By using the Platform, or any other third party service, you acknowledge and agree that third party terms & conditions (Third Party Terms) may apply (including app store providers such as Apple and Google).

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

10.4. Third party software

  • You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Platform and other software programs will be free from errors, defects or delay.
  • You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Platform if you integrate it with third party software, or change or augment the Platform, including by making additions or changes to the Platform code, and including by incorporating APIs into the Platform.

11. Accreditations

  • Happy to Help retains the right to publish your name, logo and website hyperlink on the Platform, or any other Happy to Help portfolios and websites for the purposes of recognition or professional advancement, including in connection with proposals to prospective customers.
  • You may email [email protected] to request to be excluded from such publicity described in clause 11(a) and Happy to Help will take all reasonable steps to exclude you from future publicity upon acknowledgement of your request.

12. Notice regarding Apple

If you are accessing the Platform from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:

  • these Terms are between you and Happy to Help and not with Apple. Apple is not responsible for the Platform or any content available on the Platform;
  • Apple has no obligation whatsoever to furnish any maintenance and support services for the Platform;
  • in the event of any failure of Happy to Help to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Platform. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platform, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be Happy to Help’s responsibility;
  • Apple is not responsible for addressing any claims by you or any third party relating to the Platform, including, but not limited to:
    • product liability claims;
    • any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and
    • claims arising under consumer protection, privacy, or similar legislation;
  • in the event of any third party claim that the Platform or your use of the Platform infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;
  • that you represent and warrant that:
    • you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting’” country; and
    • you are not listed on any U.S. Government list of prohibited or restricted parties;
  • you must comply with applicable third party terms of agreement when using the Platform; and
  • Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary.

13. Operation of the App dependent on third parties

You acknowledge that the Platform are dependent on software and hardware developed by third party providers such as Apple and Google. If following an update by such third party provider, the Platform can no longer function as they did prior to the update, we will not (to the maximum extent permitted by law) be liable to you for any loss or damage you might suffer as a result.

14. Service limitations

The Platform are made available to you strictly on an ‘as is’ basis. We can’t guarantee, and make no warranties, to the extent permitted by law, that:

  • the Platform will be free from errors or defects;
  • the Platform will be accessible or available at all times;
  • messages sent through the Platform will be delivered promptly, or delivered at all;
  • information you receive or supply through the Platform will be secure or confidential; or
  • any information provided through the Platform is accurate or true.

15. Security

We do not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information (including Posted Materials), your computer systems, mobile phones or other electronic devices arising in connection with use of the Platform. You should take your own precautions to ensure that the process which you employ for accessing the Platform does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

16. Liability

To the maximum extent permitted by applicable law, Happy to Help 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 the Platform to the total amount of fees paid by you in the 3 months preceding the event which gives rise to the liability. This includes the transmission of any computer virus.

You agree to indemnify Happy to Help and its employees, contractors and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, you or your representatives use of the Platform and/or breach of these Terms.

All express or implied representations and warranties given by us are, to the maximum extent permitted by applicable law, excluded.

Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.

To the maximum extent permitted by law, under no circumstances will Happy to Help be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, these Terms or their subject matter (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).

17. Cancellation

17.1. Cancellation by you

You are responsible for the cancellation of your Account. You can cancel your Account at any time using the functionality provided in the Platform. Your Subscription will end at the conclusion of the current billing cycle, and you will be charged for that billing cycle. No refunds will be issued for any unused portion of pre-paid budgets or Subscription Fees.

In the event that your Account has a budget deficit (e.g., usage exceeding the pre-paid budget), you are required to settle the outstanding balance before cancellation is processed. Failure to pay any remaining amounts may result in continued attempts to collect payment and additional fees in accordance with our payment terms.

17.2. Cancellation by us

To the extent permitted by law, we reserve the right to terminate your access to any or all of the Platform, or any part of the Platform, at any time without notice, for any reason. In such cases, we will refund any Subscription Fees or pre-paid budgets for services not yet delivered.

We may also terminate your access to any or all of the Platform at any time without notice and without issuing a refund if you breach any provision of these Terms, including but not limited to non-payment of fees, misuse of the Platform, or violation of applicable laws.

17.3. Effect of cancellation

Upon cancellation, termination, or expiry of your Account:

  • Any Posted Materials associated with your Account will be permanently deleted. You will not be able to recover these materials after cancellation, termination, or expiry, so we strongly recommend that you back up anything important to you prior to cancellation.
  • You will immediately lose access to the Platform and any associated functionalities, features, or data.

We will not be responsible for, and expressly disclaim liability for, any cost, loss, damages, or expenses arising from the cancellation, termination, or expiry of your Account, including but not limited to the loss of Posted Materials or disrupted access to the Platform.

17.4. Refunds

Refunds will not be issued for any unused portion of a pre-paid budget or Subscription Fees upon cancellation, except where required by law. Any fees paid for services already rendered are non-refundable.

17.5. Survival

Any clause that by its nature would reasonably be expected to remain in effect after the termination or expiry of this agreement will survive and continue to be enforceable following such termination or expiry. This includes but is not limited to clauses relating to outstanding payments, limitations of liability, indemnities, and intellectual property rights.

18. Privacy

You agree to be bound by the clauses outlined in Happy to Help’s Privacy Policy, which can be found here.

19. AI Usage and Data Processing

19.1. Collection and Processing of Data

As part of our services, we collect data on user interactions with your website, including but not limited to usage patterns, behavioral data, and other analytics (User Interaction Data). This data is processed and sent to third-party large language models (LLMs) or similar AI systems to generate insights and support content that is provided back to you (Processed Data).

By using the Platform, you grant us the right to collect, process, and transmit User Interaction Data for the purpose of improving, optimizing, and delivering our services. You represent and warrant that you have obtained any necessary consents and have complied with all applicable privacy and data protection laws in collecting and providing such data to us.

19.2. Data Ownership

All User Interaction Data collected by us remains your property. However, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, process, and analyze the User Interaction Data to provide and improve the Platform, develop new features, and for internal business purposes.

Processed Data generated by our services, including insights, recommendations, or other outputs derived from User Interaction Data, is owned by us. You are granted a license to use the Processed Data in accordance with these Terms for the duration of your Subscription.

19.3. Use of AI Systems

We utilize third-party AI systems, including LLMs, to process User Interaction Data and generate Processed Data. While we take reasonable steps to ensure the quality and accuracy of these systems, we do not warrant or guarantee that their outputs will be free from errors, bias, or inaccuracies. By using the Platform, you acknowledge and agree that:

  • The outputs generated by AI systems may not be suitable for all purposes and should not be relied upon as professional advice (e.g., legal, financial, or medical advice).
  • We are not responsible for any errors, omissions, or inaccuracies in the outputs of AI systems or any actions you take based on such outputs.
  • You are responsible for reviewing and verifying the suitability of AI-generated outputs for your intended purposes before use.

19.4. Compliance with Applicable Laws

You are solely responsible for ensuring that your use of the Platform, including the collection and processing of User Interaction Data and the use of Processed Data, complies with all applicable laws, including but not limited to privacy, data protection, and consumer protection laws. We are not liable for any failure by you to comply with such laws.

19.5. Limitations and Indemnity

To the maximum extent permitted by law, we disclaim all liability for any damages, losses, or claims arising from:

  • Errors, omissions, or inaccuracies in the Processed Data or outputs generated by AI systems.
  • Any decisions, actions, or omissions made by you based on the Processed Data or AI-generated outputs.
  • Your failure to obtain appropriate consents from your end users for the collection and processing of their data.

You agree to indemnify and hold us harmless from any claims, damages, or liabilities arising from your use of the Platform, including but not limited to the misuse of User Interaction Data or Processed Data and your failure to comply with applicable laws.

20. Notices

  • A notice or other communication to a party under this agreement must be:
    • in writing and in English; and
    • 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.
  • 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:
    • 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, 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
    • when replied to by the other party,
    whichever is earlier.

21. General

21.1. Governing law and jurisdiction

This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

21.2. Waiver

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

21.3. Severance

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

21.4. 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.

21.5. Assignment

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

21.6. Costs

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

21.7. 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 this agreement.

21.8. Interpretation

  • (singular and plural) words in the singular includes the plural (and vice versa);
  • (currency) a reference to $; or “dollar” is to the United States currency;
  • (gender) words indicating a gender includes the corresponding words of any other gender;
  • (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;
  • (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;
  • (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;
  • (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
  • (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
  • (headings) headings and words in bold type are for convenience only and do not affect interpretation;
  • (includes) the word “includes” and similar words in any form is not a word of limitation; and
  • (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

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