Terms & Conditions

Welcome to Goodnick!

We are Goodnick Limited, a company registered in England and Wales under company number: 13356987 with registered office 82 Wandsworth Bridge Road, London, England, SW6 2TF (‘Goodnick’, ‘we’, ‘our’ or ‘us’).

What Are These Terms About?

These terms apply when you sign up for any of our services through our website, being https://www.goodnick.com and any other websites we operate with the same domain name and a different extension including without limitation www.thegoodnick.com and go.goodnick.com (Website).

Key Words Used In These Terms

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

When we say “Programme” in these terms, we mean our online training program for over 60’s as described on our Website, including any services and materials included in the Programme.

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.

Summary Of Your Key Rights

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that you have a 14-day right to change your mind and receive a full refund on services you have ordered online, such as our Programme. If you exercise this right and have, during the 14-day period, requested us to provide all or part of the Programme or any services, we shall be entitled to retain fees for the services we have provided.

The Consumer Rights Act 2015 says the services must be as described, fit for purpose and of satisfactory quality. If the services are faulty, you’re entitled to a repair or a replacement.

If the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some, or all of your money back.

This is a summary of some of your key rights. For detailed information from Citizens Advice, please visit www.citizensadvice.org.uk or call 03454 04 05 06. This information is not intended to replace the terms and conditions below, which you should read carefully.

Please note that if you sign up for a Subscription, your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 5.2(b) Please ensure you contact us if you want to cancel your Subscription.

Acceptance Of These Terms

Before you enrol in our Programme, or otherwise engage our Services, please carefully read these terms. If you don’t agree to these terms, please don’t order or enrol in a Programme. By clicking accept, paying the Fees or otherwise enrolling in our Programme, you agree to be bound by these terms.

DISCLAIMER

• (Purpose) The Purpose of the Programme is to provide exercise and nutritional information and guidance to improve the strength, mobility and overall wellbeing of over-60s.  
• (General Information) While the Programme has been prepared with every effort to provide you with age-appropriate exercises, the information provided in our Programme is general in nature and we have not considered your personal circumstances or abilities in preparing the Programme Material. You should use your own discretion before implementing recommendations or performing exercises in our Programme, and should immediately stop if you experience any pain or discomfort.  
• (No Guaranteed Outcome) We take your wellbeing seriously. Whilst the Programme provides information and resources to improve your physical health and wellbeing, we make no representation or guarantee that our Programme will be useful or relevant to you or that by applying any ideas, recommendations, methods or techniques in the Programme you will achieve any particular outcomes. We are not responsible for any of your actions, decisions or choices and any methods and techniques implemented by you in relation to the Programme or otherwise are done so at your own risk and should always be in consultation with your medical doctor.
• (Not Medical Advice) All information provided as part of our Programme is not intended to be medical advice of any kind and should not be relied on as such. The Programme is not intended to diagnose or treat medical conditions. We do not engage medical doctors in providing the Programme, and therefore cannot diagnose or treat any medical conditions, and are not aware of any potential contra-indications for certain lifestyle changes if you have other medical conditions or factors (whether or not you are diagnosed, or have informed us) which may affect you. This is why you should always undertake the Programme in consultation with your regular doctor.
• (Consult your Doctor) You should obtain appropriate medical and other professional advice before relying on the information provided during our Programme or implementing any recommended strategies or exercises. By not seeking appropriate medical advice, including but not limited to medical advice in respect of:
  - Any suggestions we make before implementing them;
  - symptoms, conditions or concerns you have or may have in respect to your physical or mental health, regardless of whether you have disclosed this to us, you accept the risk that the information contained in, or supplied by us as part of our Programme may not meet your specific needs, circumstances or goals.
• Exercise, including any activities or exercises suggested in the Programme, has inherent risk and you must use caution and take reasonable care and precaution, when undertaking any recommendations (including but not limited to exercises) suggested as part of the Programme. You must not perform any exercises or recommendations if you have any injury, illness or condition (including but not limited to taking medications which may affect your balance) which would make performing the exercises or following any recommendations dangerous to you or others. Without limiting the generality of this clause, you must not perform any exercise under the influence of any recreational drugs or alcohol. You undertake the recommendations and exercises at your own risk.

Enrolling for OUR Programme

• To participate in the Programme, you may be required to create an account (Account) and pay the Fees (as defined in clause 6.1(a)(i)).
• By creating an Account, enrolling in a Programme, paying the relevant Fees or accepting these Terms (Programme Enrolment) you represent and warrant that:
  - you have the legal capacity and are of sufficient age to enter into a binding contract with us (or someone of sufficient age and capacity is contracting on your behalf); and
  - you are authorised to use the debit or credit card you provide for your Programme Enrolment.
• We reserve the right to withhold any part of the Programme until we have received payment of the Fees.

The Programme

• Our Programme is a strength based exercise programme providing video based exercise training, nutritional information, tutorials and support for over 60’s.
• We will endeavour to ensure that the Programme provided will be substantially the same as the Programme as described on our Website.
• The Programme may include pre-recorded video format information including workout instruction videos and other materials (Programme Materials) for you to work through at your own pace during the Programme Term, which must not be reproduced or republished by you in any way. You can download such Programme Materials for personal use within the Programme Term and solely for the purpose of benefitting from the Programme.

Programme Materials

• The Programme includes the Programme Materials which will be made available on the Website via your Account or may be emailed to you.
• The Programme Materials are designed for you to work through at your own pace, and it is your responsibility to engage with the Programme Materials during the Programme Term.
• The Programme Materials may require you to supply us with health-related information (being sensitive special category information under the UK GDPR) and will be processed by us in accordance with clause 7.

Programme Term

• Your Account and Programme Enrolment will commence on the date you accept these terms and be valid for the term of the Programme you have enrolled in (Programme Term) unless terminated earlier in accordance with clause 19.
• Upon conclusion of the Programme Term, unless otherwise agreed in writing your Programme Enrolment will automatically terminate, including your access to your Account and the Programme Material and any other services included in you Programme.

Subscription Term

• Where you have a Subscription, then subject to clause 5.2(b), upon expiration of the Programme Term, your Subscription will automatically and indefinitely renew on an ongoing basis for a period equal to the Programme Term (Renewal Period).
• Your Subscription will not automatically renew on expiry of the Programme Term or Renewal Period (Renewal Date), if either party provides a written cancellation notice at least 30 days prior to the Renewal Date.

Your Account and Licence

• You are granted a limited licence to use the Programme Material for your own personal, non-commercial purposes during the Programme Term.
• You must not give access to your Account to any other person.
• We will only revoke your licence and terminate your Account if we suspect, for any reason, in our sole discretion, that you are misusing the licence, for example by distributing the Programme to other people or giving access to your Account to other people, you are making commercial use of or infringing our intellectual property rights in the Programme, or if you do not comply with these terms. In the event your license is revoked, and your Account is terminated, you will not be entitled to a refund of the Fees.

Fees

• All Fees are:
  - as set out on our Website (Fees);
  - in British Pounds; and
  - subject to change without notice prior to your Programme Enrolment.
• (VAT) Unless otherwise indicated, amounts stated on the Website include VAT.
• (Online payment partner) We may use third-party payment providers (Payment Providers) to collect payment of the Fees for the Programme. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your Fees. As at the date these terms were last updated, our Payment Provider is Stripe.com whose terms and conditions are available here: https://stripe.com/gb/legal/consumer.  
• (Pricing errors) In the event that we discover an error or inaccuracy in the Fees for your Programme Enrolment, we will attempt to contact you and inform you of this as soon as possible. You will then have the option of enrolling in the Programme at the correct Fees or cancelling your Programme Enrolment. If you choose to cancel your Programme Enrolment and the Fees have already been debited, the full amount will be credited back to your original method of payment.

Upfront Payment

• You may pay for the Programme upfront in full and we may (in our sole discretion) offer discounts or incentives on payment of the Programme Fees upfront in full.
• Any payment of the Fees is non-refundable (subject to your statutory right to cancel, set out in clause 9).

Subscription Fees - Automatic Recurring Billing

• As set out in clause 5.2 if you have signed up for an ongoing Subscription, your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel. Whilst your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.
• We will not be required to pay any charge back amount if you fail to cancel your Subscription in accordance with these Terms.
• By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.
• We may submit periodic charges for the Subscription Fees without further authorisation from you, until you provide prior written notice that you have terminated this authorisation or wish to change your payment method (and receipt of this is confirmed by us). Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us via our Website.

Instalment Payments

• If we permit the payment of your Fees in instalments then the Fees will be debited at the times and in the amounts as agreed between us (Instalment Payments) from the payment method you nominated when you registered for an Account for the duration of your Programme Term.
• We will not be required to pay any charge back amount if you fail to fail to pay any Instalment Payments in accordance with these Terms.
• By signing up for Instalment Payments, you acknowledge and agree that there is an initial and recurring payment feature, and you accept responsibility for all recurring charges.
• We may submit periodic charges for the Fees without further authorisation from you, until you provide prior written notice that you have terminated this authorisation or wish to change your payment method (and receipt of this is confirmed by us). Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us via our Website.

Late Payments

We reserve the right to withhold the provision of the Programme to you until you have paid the Fees in accordance with this clause 6.

Privacy collection

• We may collect personal information about you in the course of providing you with our Programme, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy here: link.
• Our Privacy Policy and this clause 7 contain more information about how we use, disclose and store your information and details how you can access and correct your personal information.
• By agreeing to these Terms, you agree to be bound by the clauses outlined in our Privacy Policy.

Third Party Data

You warrant that, in relation to the personal information and all other data that you provide to the Company in connection with this agreement (Third Party Data), that:

• You have all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
• You are not breaching any Law by providing the Company with Third Party Data;
• The Company will not breach any Law by performing the Services in relation to any Third Party Data;
• There are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, you have notified the Company of this, and the Company has agreed to perform the Services in respect of that data (being under no obligation to do so); and
• The Company will not breach any Third Party Terms by performing the Services in relation to any Third Party Data.

You agree at all times to indemnify and hold harmless the Company and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 7.2.

Intellectual Property

Our Ip

Intellectual Property Rights in the Programme and our Services and any other related information or materials (Material) are owned or licensed by us. Except as permitted under applicable laws, no part of the Material can be reproduced, adapted, distributed, displayed, transmitted or otherwise exploited for any commercial purposes without our express written consent.

You will not under these terms acquire Intellectual Property Rights in any of Our IP.

Definitions

For the purposes of this clause 7:

• “Our IP” means all materials owned or licensed by us and any Intellectual Property Rights attaching to those materials, including but not limited to the Programme Material and the Programme including ideas, concepts, structure, and content contained therein.
• “Intellectual Property Rights” means 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.

Cancellation

• You have the right to cancel this contract within 14 days without giving any reason.
• The cancellation period will expire after 14 days from the day of your Programme Enrolment.
• To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement to us, for example by emailing us using the contact details available on our Website. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
• Nothing in this clause 9 is intended to limit or otherwise affect the operation of any of your rights which cannot be excluded under applicable consumer law, and does not affect the rights you have if your services are faulty. A summary of these rights is provided at the top of this page.

Effects of Cancellation

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

• for the services we provided up to the time you told us that you want to cancel this contract, which will be an amount in proportion to the services performed up to that point in comparison with the full price under this contract; or
• the full price under this contract, if you lost your right to cancel this contract because the services were fully performed during the cancellation period.
• We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract.
• We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.

Your Rights

Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’) are set out at the top of this page. They are a summary of some of your key rights. For more detailed information on your rights and what you should expect from us, please:

• contact us using the contact details at the top of this page; or
• visit the Citizens Advice website www.citizensadvice.org.uk or call 0808 223 1133.
• Nothing in this contract affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights in law.
• If the services we have provided to you are faulty, please contact us using the contact details at the top of this page.

Publishing Photos online or on social media

Subject to your agreement of non-disparagement of us and the Programme, you may publish general information about your experience with the Programme, online or on social media (or both), provided such information is general in nature and does not cover any of the actual content or information covered in the Programme. We ask that you please provide accreditation to us by reference or hashtag if you make such a publication. We reserve the right to require you to remove any such publications or remove any accreditation to us.

Data Security

While we will use our best efforts to ensure that your information, data or other electronic materials (Data) that is being backed-up or stored as part of the Programme will be stored securely, we will not be liable for any unauthorised use, destruction, loss, damage or alteration to the Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

Third Party Goods and Services

• The Programme may be powered by goods or services provided third parties (including third party platforms) and therefore subject to the terms and conditions of those third parties. Your use of the Programme is subject to any applicable third party terms and conditions and you agree to familiarise yourself with all applicable third party terms and conditions.
• To the maximum extent permitted under applicable law and our agreements with any applicable third parties, we will not be liable for any acts or omissions of those third parties, including in relation to any fault or error of the Programme or any issues experienced in Programme Enrolment.

Third Party Content

The Programme may contain text, images, data and other content provided by a third party and displayed in the information provided through the Programme (Third Party Content). We accept no responsibility for Third Party Content and make no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

Links To Other Websites

• The Programme may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
• Inclusion of any linked website on the Programme does not imply our approval or endorsement of the linked website.

Forums

You must also comply with any terms and conditions of the third party platform for any Forum. As at the date these terms were last updated, the third party platforms allowing Posted Material are Whatsapp (Forum). Whatsapp’s terms of service are available here: https://www.whatsapp.com/legal/terms-of-service.

By posting any messages, information, or other content on any Forum (Posted Material), you represent and warrant that:

• you are authorised to post the Posted Material;
• the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
• the Posted Material does not infringe any Intellectual Property Rights (defined in clause ‎8 below);
• the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Forum, or any network or system; and
• the Posted Material does not breach or infringe any applicable laws.
• By posting the Posted Material on the Forum, you grant us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Posted Material.
• If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release us from any and all claims that you could assert against us by virtue of any such moral rights.
• You indemnify us against all damages, losses, costs and expenses incurred by us arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

Removal Of Posted Materials

• We act as a passive conduit for the online distribution of Posted Material and have no obligation to screen Posted Material in advance of it being posted. However, we may, in our absolute discretion, review and remove any Posted Material (including links you have uploaded, your profile or listings you have posted on the Website or Forum) at any time without giving any explanation or justification for removing the Posted Material.
• You agree that you are responsible for keeping and maintaining records of Posted Material.

Security

We do not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Programme. You should take your own precautions to ensure that the process that you employ for accessing the Programme does not expose you to risk of viruses, malicious computer code or other forms of interference.

Reporting Misuse

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

Services Limitations

The Programme is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot and do not represent, warrant or guarantee that:

• the Programme will be free from errors or defects;
• the Programme will be accessible at all times;
• information you receive or supply through the Programme will be secure or confidential; or
• any information provided through the Programme is accurate or true.

Notices

A notice or other communication to a party under these terms must be:

• in writing and in English; and
• delivered to the other party via email, to the email address most regularly used by the parties to correspond regarding the subject matter of these terms as at the date of these terms (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 the 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 or territory; or
• when replied to by the other party, whichever is earlier.

Liablity

• Nothing in these terms shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
• To the maximum extent permitted by applicable law, we limit 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 Programme, the Website, the Services, these terms or any other goods or services provided by us to the value of the Fees (if any) paid for the Programme. If no Fee has been paid, liability is excluded to the maximum extent permitted by applicable law.
• All express or implied representations and warranties in relation to the Programme, the Website, the Services, these terms or any other goods or services provided by us are, to the maximum extent permitted by applicable law, excluded.

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

• breach of any of these terms;
• use of the Programme, the Website, the Services or any other goods or services provided by us; or
• use of any other goods or services provided by us.

(Consequential loss) To the maximum extent permitted by law, under no circumstances will we 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 Programme, the Website or the Services, these terms or any other goods or services provided by us (except to the extent this liability cannot be excluded under applicable law.

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

Dispute Resolution

• A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
• A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
• Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

Suspension

We reserve the right to indefinitely suspend all or part of your access to the Programme or Services where you are in default or breach of these terms.

We May Terminate

We may, in our sole discretion, terminate these terms for convenience at any time by providing 7 days’ written notice to you.

Termination for Cause

Either party may immediately terminate these terms by written notice to the other party if:

• the other party is in default or breach of these terms;
• the other party is convicted, or any of the other party’s personnel are convicted, of a criminal offence involving fraud or dishonesty or an offence which, in the opinion of the other party, affects the other party’s obligations under these terms;
• the other party or any of the other party’s personnel conducts themselves in a way tending to bring them or the other party into disrepute; or
• the other party or any of the other party’s personnel has a conflict of interest that cannot be resolved to the satisfaction of the other party.

Effect of termination

Upon termination of these terms:

• your Account will be terminated, and you will no longer have access to the Programme;
• any Fees paid are non-refundable, however if we have terminated this agreement in accordance with clause 20.1, we will refund you the Fees on pro-rata basis for any unused part of the Coaching Term; and
• you must immediately deliver to us all property belonging to us and materials comprising or containing any of Our IP (as defined in clause 8.2(a)) which is in your care, custody or control, and you must thereafter destroy any copies you have of such materials.

Survival

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of these terms will survive and be enforceable after such termination or expiry.

Governing Law and Jurisdiction

These terms are governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. 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.

Third Party Rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

Waiver

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

Severance

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

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.

Assignment

You cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party. We can assign the rights or novate these terms in whole or part without your consent, on notice which may be communicated electronically on the website or by email.

Costs

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

Entire Agreement

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

Interpretation

• (singular and plural) words in the singular includes the plural (and vice versa);
• (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;
• (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
• (document) a reference to a document (including these terms) 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 these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.