Ellina

How to read this agreement

These are the key terms to understand, to help you read this agreement:

TERMS AND CONDITIONS

1. ACCESS AND ACCOUNTS

1. You must not access the Platform if you are under the age of 18 years old and do not have your parent or guardian's consent, or if you have previously been suspended or prohibited from using the Platform. If you are under the age of 18 years old, you represent and warrant that your parent or guardian is entering into these terms on your behalf.
2. In order to use most of the functionality of the Platform, all Users are required to sign-up, register and receive an account through the Platform (an Account).
3. By registering for an Account, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and Ellina.
4. As part of the Account registration process and as part of your continued use of the Platform, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by Ellina from time to time.
5. You warrant that any information you give to Ellina in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
6. Once you complete the Account registration process, Ellina may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.
7. Ellina reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you, including in relation to any behaviours listed in clause 9.
8. Ellina may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

2. BOOKINGS FOR SESSIONS

2.1 Provider LISTING

1. A User that is a Provider, may post a Provider Listing for Workshop Services.
2. All Provider Listings are subject to review at any time by Ellina. Ellina reserves the right to remove any Organisation Post or Provider Offer that it deems inappropriate, disingenuous or offensive.
3. Users may make their own enquiries about Workshop Services by asking questions on the Provider Listing, such as enquiring about the Provider’s experience in providing the type of Session. Users must endeavour to respond in a reasonable timeframe to questions submitted on their Provider Listing.

2.2 BOOKINGS

1. A Provider Offer is an offer by the User that submits it to enter into a binding contract with an Organisation for the Workshop Services.
2. When a User accepts a Provider Offer by clicking the accept functionality on the Platform, this forms a booking as a binding contract between the Provider and the Organisation, where the Provider will provide the Organisation with the Workshop Services in the Provider Offer in exchange for payment of the amount set out in clause 4. (Booking). The Booking is confirmed when payment is made in accordance with clause 4(f).
3. Users acknowledge and agree that Ellina will not be a party to any contract for the sale of Workshop Services, or any Booking, made through the Platform. Bookings are made between Providers and Organisations.

2.3 REMOVAL WITHOUT NOTICE

Ellina reserves the right to remove any Provider Listing, or User Profile for any reason without notice and without liability to the Provider or the Organisation.

2.4 WORKING WITH CHILDREN

1. If a Provider lists in its profile that the Provider is available to teach people under 18 years of age, the Provider must hold a valid Working With Children Check.
2. If a Provider agrees to provide a Session to an Organisation that is under the age of 18, the Provider must at all times maintain a valid Working With Children Check in the jurisdiction in which the Session is provided.
3. Ellina is under no obligation to confirm the status of a Provider’s eligibility to work with people under 18 years old. Providers indemnify Ellina against any claim that may arise in connection with a Provider’s eligibility to work with people under 18 years old.

3. PERFORMANCE OF SESSION

3.1 MODE OF DELIVERY

1. The Provider must perform, and the Organisation is responsible for attending, the Session at the time agreed between the Provider and the Organisation.
2. Subject to clause 3.1(c) and best practice protocols, the Provider and the Organisation may agree to the location for the Session as specified in the Provider Offer
3. If the Platform allows for the Sessions to be performed through functionality of the Platform, then Users are strongly encouraged to perform the Session through the Platform. Ellina may update these terms at any time to require Sessions to be performed through the Platform.

3.2 STANDARD OF SESSIONS

1. Providers must ensure that all Sessions are performed with suitable skill and professionalism, to the best of the Provider’s knowledge and ability.
2. Providers must take all reasonable steps to ensure that all information they provide during a Session is accurate, comprehensive and up-to-date with industry or subject matter relevant knowledge.

4. PAYMENTS FOR WORKSHOP SERVICES

1. Viewing the Platform and publishing a Provider Listing or Offer is free.
2. All Provider Offers will be accompanied by the Provider’s Total Fee. The Provider’s Total Fee will be the amount offered by the Provider, unless no alternative amount is offered, in which case, the amount will be the amount requested by the Organisation.
3. In addition to the Provider’s Total Fee, Ellina will also charge:
   1. the Commission to the Provider; and
   2. the Organisation Service Fee to the Organisation,
   in the amounts displayed at the time of making payment.
4. Ellina reserves the right to also charge to the Organisation:
   1. transaction fees, where such fees are charged by our Third Party Payment Provider; and
   2. credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express.
5. Providers must only charge each Organisation the Provider’s Total Fee. Providers must not try to claim any other additional amount from the Organisation for the Workshop Services.
6. When an Organisation Books a Session, the Organisation will be prompted to pay the Quoted Amount to the Provider via the Third Party Payment Platform.
7. The Organisation must pay the Quoted Amount to the Third Party Payment Platform holding account prior to the Session. The Provider must not perform the Workshop Services until confirmation of the Booking has been received.
8. The Third Party Payment Platform will hold the Quoted Amount until the Organisation submits notice to the Platform that the Session has been performed. Once that notice has been received, Ellina will ensure that the Third Party Payment Platform transfers:
   1. the Provider’s Total Fee to the Provider; and
   2. the Commission to Ellina,
   within a reasonable time.
9. Ellina reserves the right to change or waive the Commission or Organisation Service Fee at any time. The amounts displayed at the time of Booking are the Commission and Organisation Service Fee that will apply to that Booking.
10. Providers are responsible for the collection and remission of all taxes associated with any transactions made through the Platform. Ellina will not be held accountable in relation to any transactions where tax related misconduct has occurred.
11. In addition to this agreement, your purchase of any Workshop Services via the Platform will be subject to the terms and the privacy policy of the Third Party Payment Platform, as set out in the definitions at the start of this agreement. Users agree to release Ellina and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Third Party Payment Platform, including any issue with security or performance of the Third Party Payment Platform or any error or mistake in processing your payment.

5. CHANGES TO YOUR SESSION

5.1 RESCHEDULING OR CANCELLATION BY A Provider

1. A Provider must endeavour not to reschedule or cancel a Session once any payment for the Session has been made by the Organisation.
2. If a Provider needs to reschedule or cancel a Session once payment has been made, the Provider must:
   1. contact the Organisation and provide reasons to explain the cancellation;
   2. endeavour to find an alternative time to perform the Session rather than cancel the Session; and
   3. if an alternative time for the Session cannot be agreed, notify Ellina that the Organisation needs to be issued with a refund.
3. If a Provider cancels a Session in accordance with this clause:
   1. Ellina may retain the Commission; and
   2. the Provider will be liable to reimburse the Organisation the entire Quoted Amount, at the Provider’s expense; and
   3. Ellina will reimburse the Organisation the Organisation Service Fee at Ellina’s expense.

5.2 RESCHEDULING OR CANCELLATION BY A Organisation

1. Once an Organisation has made payment for a Session, the Quoted Amount is not refundable.
2. If an Organisation needs to reschedule a Session, the Organisation must, with at least 48 hours’ notice, contact the Provider and request that the Session be rescheduled.
3. Providers must endeavour to accommodate requests to reschedule a Session where more than 48 hours’ notice is given.
4. A Organisation is free to not attend a Session if rescheduling cannot be accommodated by the Provider. However, the Organisation acknowledges and agrees that the Quoted Amount may not be refunded.
5. Organisations acknowledge and agree that Providers have limited availability and are not obliged to agree to rescheduling a Session. It is the Organisation’s responsibility to ensure the time that they agree to for a Session is suitable for the Organisation.

5.3 REFUNDS

1. Providers must provide a full refund of the price paid for a Session if:
   1. the Workshop Services were not received by the Organisation solely due to failure by the Provider to perform the Session or where more than 48 hours’ notice of cancellation was given by the Organisation to the Provider;
   2. the Workshop Services were not substantially the same as the description provided by the Provider as displayed on the Platform; or
   3. the Workshop Services were not provided with due care and skill, in accordance with clause 5.3(b).
2. Providers and Organisations must have a discussion about any issues prior to commencing this process. The following process applies to any Workshop Services that an Organisation believes were not provided with due care and skill:
   1. If an Organisation believes that their Workshop Services were not provided with due care and skill (or otherwise not in accordance with the Australian Consumer Law) the Organisation must contact the Provider through the Platform with a full description of the issue;
   2. If the Provider does not agree with the Organisation’s complaint, the Provider and Organisation must follow the process in clause 13;
   3. If the Provider does agree with the Organisation’s complaint after participating in reasonable discussions in good faith with the Organisation:
      1. the Provider must promptly notify Ellina, including the details for the Session and nature of the complaint; and
      2. the Total Provider Fee will be refunded to the Organisation
3. All refunds will be credited back to the Organisation’s original method of payment.
4. Nothing in this clause 5 is intended to limit or otherwise affect the operation of any Consumer Guarantees which you may be entitled to or any of your rights which cannot be excluded under applicable law.
5. If Ellina determines, in its absolute discretion, that a Provider has failed to meet the acceptable standards for participation in the Platform as a Provider, including by providing faulty Workshop Services or failing to cooperate to resolve a Organisation’s need to reschedule or grievance, then Ellina may:
   1. terminate the Provider’s Account; and
   2. provide the Organisation with a credit for a Session in the same or a similar topic with a different Provider to be chosen and organised by the Organisation.
6. Ellina will only provide the Provider a refund of a Commission, or an Organisation a refund of the Organisation Service Fee, if there is a major failure with the performance of the Platform, or if otherwise required in accordance with Ellina’s liability set out in clause 14.

6. RATINGS AND REVIEWS

1. Organisations may rate a Provider (Rating) and or may provide feedback to Providers regarding the Sessions performed by the Provider for that Organisation (Review).
2. Ratings and Reviews of a Provider can be viewed by any User and will remain viewable until the relevant Provider’s Account andor Organisation Post or Provider Offer is removed or terminated.
3. An Organisation must provide true, fair and accurate information in their Review.
4. If Ellina considers that the Review is untrue, unfair, inaccurate, offensive or inappropriate, Ellina may delete the Review or ban the Organisation from posting the Review. We do not undertake to review each Review made by an Organisation.
5. To the maximum extent permitted by law, Ellina is not responsible for the content of any Reviews.

7. RESTRICTION ON BYPASSING

1. Correspondence between Users must take place on the Platform. Users must ensure that their Account does not display any of their personal contact information at any time such that it can be viewed by any other User. Users agree to not give their contact details to any other User.
2. Users agree that they must not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any other User whom they came to know about, or with whom they provided Workshop Services to directly or indirectly, by using the Platform. This provision will apply whether or not either of the Users is still active on the Platform.
3. Ellina may, in its absolute discretion, cancel an Account and suspend a User from using the Platform if it finds or suspects that the User has breached this clause 7.

8. PROVIDERS NOT ENDORSED

Organisations acknowledge and agree that:

1. the Platform provides links and introductions to Providers that are not under the control of and are not employees of Ellina;
2. the provision by Ellina of introductions to Providers does not imply any endorsement or recommendation by Ellina of any Provider;
3. Ellina does not verify, determine or warrant the certification and or licensing, competence, solvency or information of any Provider who uses or is listed on the Platform; and
4. any terms and conditions relating to a Session, Provider Listing or Offer provided via the Platform constitute a contract between the Organisation and the Provider and does not involve Ellina in any way.

9. USER OBLIGATIONS

As a User, you agree:

1. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
2. to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited (except where an Account is registered by a parent or guardian for their child). You must immediately notify Ellina of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform's security;
3. to not use the Platform for any purpose other than for the purpose of making arrangements to provide or receive Workshop Services, including:
   1. you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job or a sale which includes illegal Workshop Services, activities or purposes); and
   2. you must not use the Platform in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Ellina;
4. not to act in any way that may harm the reputation of Ellina or associated or interested parties or do anything at all contrary to the interests of Ellina or the Platform;
5. you must not make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of Ellina;
6. that Ellina may change any features of the Platform or Workshop Services offered or requested through the Platform at any time without notice to you;
7. that information given to you through the Platform, by Ellina or another User including a Provider, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
8. that Ellina may cancel your account at any time, including if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 9.

10. POSTED MATERIALS

10.1 WARRANTIES

By providing or posting any Organisation Posts or Provider Offers, questions, information, materials or other content on the Platform (Posted Material), you represent and warrant that:

1. you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
2. the Posted Material is accurate and true at the time it is provided;
3. any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person andor your experience;
4. the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
5. the Posted Material is not "passing off" as being associated with any particular company or brand and does not constitute unfair competition;
6. the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
7. the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
8. the Posted Material does not breach or infringe any applicable laws.

10.2 LICENSE

1. You grant to Ellina 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 any Posted Material in order for Ellina to use, exploit or otherwise enjoy the benefit of such Posted Materia, including for advertising and promotional purposes.
2. If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Ellina from any and all claims that you could assert against Ellina by virtue of any such moral rights.
3. You indemnify Ellina against all damages, losses, costs and expenses incurred by Ellina arising out of any third party claim that your Posted Material infringes any third party's Intellectual Property Rights.

10.3 REMOVAL

1. Ellina acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted.
2. However, Ellina may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or Posts you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.

10.4 THIRD PARTY CONTENT

The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). Ellina accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

11. SERVICE LIMITATIONS

The Platform is made available to you strictly on an 'as is' basis. Without limitation, you acknowledge and agree that Ellina cannot and does not represent, warrant or guarantee that:

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

12. PROTECTION OF INFORMATION

12.1 CONFIDENTIALITY

You agree that:

1. no information owned by Ellina, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
2. all communications involving the details of other users on this Platform and of the Provider are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.

12.2 PRIVACY

You agree to be bound by the clauses outlined in Ellina's Privacy Policy, which can be accessed on the Ellina website.

12.3 INTELLECTUAL PROPERTY

1. Ellina retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
2. You may make a temporary electronic copy of all or part of the Platform Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, provide, modify or publish the Platform Content without prior written consent from Ellina or as permitted by law.
3. In this clause 11(e), "Intellectual Property Rights" means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.

12.4 RECORDS AND AUDITS

To the extent permitted by law, Ellina reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Ellina.

13. DISPUTES BETWEEN USERS

1. You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.
2. If any issue or problem relating to the Platform remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to Ellina via the details provided on the Platform. We will assess the complaint and attempt to quickly and satisfactorily resolve it.
3. Ellina reserves the right to hold funds in relation to a dispute until the dispute is resolved, either by us, the relevant parties or by a mediator or arbitrator. We reserve the right to disperse funds held by us as we see fit, including by providing an Organisation a refund.
4. Any costs you incur in relation to a complaint or dispute will be your responsibility.
5. Ellina has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between the Organisation and Provider that are party to the dispute.
6. If you have a dispute with Ellina, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.
7. Notwithstanding any other provision of this clause 13, you or Ellina may at any time cancel your Account or discontinue your use of the Platform.

14. TAXES AND WITHHOLDING

14.1. Provider Responsibility

Each Provider is solely responsible for determining and complying with their tax obligations in their applicable jurisdiction, including but not limited to income tax, goods and services tax (GST), value-added tax (VAT), sales tax, or any other applicable tax related to the Event Services they offer through the Platform. Ellina does not provide tax advice, and it is the Provider’s responsibility to consult with a qualified tax advisor.

14.2. Buyer Responsibility

Each Buyer is responsible for any applicable taxes or duties associated with the Booking, including any local or international transaction taxes.

14.3. Ellina Not Liable

Ellina is not responsible for collecting, remitting, or reporting any taxes on behalf of Providers or Buyers, except where required by law. Ellina may withhold amounts from payouts to Providers only where legally required to do so under applicable tax laws or regulations.

14.4. Tax Information

Ellina reserves the right to request tax-related information (such as tax identification numbers or local registration details) from Providers and Buyers and may withhold payouts or restrict access to the Platform until such information is provided.

14.5. International Transactions

Providers acknowledge and agree that if they are located outside of Australia, they are responsible for any taxes or foreign exchange fees applicable to payments received from Ellina. Ellina disburses funds in accordance with its payout process and is not responsible for currency conversion differences, banking charges, or tax obligations in the recipient’s jurisdiction.

15. DISCLAIMER

1. (Security) Ellina does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. Users must take their own precautions to ensure that the processes they employ to access the Platform do not expose them to the risk of viruses, malicious computer code or other forms of interference.
2. (Introduction service) Ellina is a medium that facilitates the introduction of Organisations and Providers for the purposes of buying and providing Workshop Services. Ellina simply collects a Commission and Organisation Service Fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Organisations and Providers in relation to such Workshop Services or otherwise resulting from the introduction.
3. (No Guarantee) Ellina makes no representations, warranties or guarantees as to the impact of your use of the Platform, or any results or achievements by using the Platform or purchasing Workshop Services.
4. (Misconduct and Performance) Ellina accepts no responsibility for any academic or physical performance, grades, results, student misconduct, contract cheating, plagiarism or any other breach of an institution’s policy by a User on the Platform, or the consequences of such conduct.
5. (Limitation of liability) To the maximum extent permitted by applicable law, Ellina excludes completely 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 or its use or any Workshop Services. This includes the transmission of any computer virus.
6. (Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee into this agreement which may not lawfully be excluded, then to the maximum extent permitted by applicable law, Ellina's liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to the supply of the services again, or the payment of the cost of having them supplied again.
7. (Indemnity) You agree to indemnify Ellina and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives':
   1. breach of any term of this agreement;
   2. use of the Platform; or
   3. your provision or receipt of Workshop Services from another User.
8. (Consequential loss) To the maximum extent permitted by law, under no circumstances will Ellina be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, Session will, anticipated savings, profits or revenue arising under or in connection with the Platform, this agreement or their subject matter, or any services provided by any Provider (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).

16. TERMINATION

1. Ellina reserves the right to terminate a User's access to any or all of the Platform (including any Account and other memberships) at any time without notice, for any reason.
2. In the event that a User's Account, access or membership is terminated:
   1. the User's access to all posting tools on the Platform will be revoked;
   2. the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and Organisation Posts or Provider Offers); and
   3. all Provider Listings or Provider Offers previously posted or received by the respective User will be removed from the Platform.
3. Users may terminate their Account or membership on the Platform at any time by using the Platform's functionality where such functionality is available. Where such functionality is not available, Ellina will effect such termination within a reasonable time after receiving written notice from the User.
4. Notwithstanding termination or expiry of your Account or membership or this agreement, any provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

17. NOTICES

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

1. in writing and in English; and
2. delivered via email to the other party, to the email address specified in this agreement as info@ellina.co, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond for the purposes of the subject matter of this agreement as at the date of this agreement. The parties may update their Email Address by notice to the other party.
3. 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:
   1. 24 hours after the email was sent; or
   2. when replied to by the other party,
   whichever is earlier.

18. GENERAL

18.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, 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.

18.2 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.

18.3 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.

18.4 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.

18.5 INTERPRETATION

1. (singular and plural) words in the singular includes the plural (and vice versa);
2. (gender) words indicating a gender includes the corresponding words of any other gender;
3. (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;
4. (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;
5. (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;
6. (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;
7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
9. (includes) the word "includes" and similar words in any form is not a word of limitation; and
10. (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.