Terms and Services

Welcome to Agora!

USER TERMS AND CONDITIONS

This agreement governs your use of the Agora website https://www.agoracommunity.co.uk/ (Website) and our downloadable application (App) (together the Platform) and any goods or services made available through the Platform, including your Subscription. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, Theagora Limited a company registered in England and Wales with Company Number 15712127 and registered office 3rd Floor, 86-90 Paul Street, London, England, United Kingdom, EC2A 4NE (Agora, we or us).

Please note that 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 6.1(c) Please ensure you contact us if you want to cancel your Subscription.

YOUR KEY INFORMATION

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after entering into this agreement, in some cases, you can change your mind and get a full refund. This will not apply if we have provided part of the Services or for leisure activities which are for a specified date and time, such as our Experiences.

The Consumer Rights Act 2015 (applicable in the United Kingdom) requires that all services available on the Website (including the Platform) are as described, fit for purpose and of satisfactory quality and so nothing in these Terms affects statutory rights.

This is a summary of some of your key rights in the United Kingdom. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133.

The information above summarizes some of your key rights. It is not intended to replace the contract below, which you should read carefully.

If you have any questions about this contract, please contact us by sending an email to: agora@agoraukltd.com.

1. READING AND ACCEPTING THESE TERMS

(a) In this agreement, capitalized words and phrases have the meanings given to them where they are followed by bolded brackets, and when we refer to:

“Experiences” we mean any activity or event offered via the Platform;
“Host”, we are referring to third party businesses who Host “Host Experiences” via the Platform being separate legal entities from Agora (unless otherwise indicated);
“Host Experiences” we mean any Experience hosted by a Host;
Services” we mean the App itself and any services included with theSubscription including but not limited to the Experiences; and

(b) Users”, we are referring to all users of the Platform, including without limitation you, other Users, and Hosts.
By clicking the tick box below or clicking the “I accept these Terms and Conditions” button on our Platform, downloading our App, paying Fees or otherwise accepting the benefit of any part of the Services, you agree to be bound by this agreement which form a binding contractual agreement between you the User (‘you’ or ‘your’) and us.

(c)We may change this agreement at any time by notifying you, and your continued use of the Platform and/or Services following such an update will represent an agreement by you to be bound by this agreement as amended.

2. INFORMATION WE GIVE YOU

(a) By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made. This information is set out at the start of this agreement. If you cannot access this information for any reason, you are welcome to contact us using the functionality on the Platform and we will provide you with a copy of this information.

(b)The key information we give you by law forms part of this contract (as though it is set out in full here).

(c)If we have to change any key information once a legally binding contract between you and us is made, we can only do this if you agree to it.

3. ACCOUNTS

(a) In order to use some functionalities of the Platform, you may be required to sign-up, register and receive an account through the Platform (an Account).

(b) As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, gender, sexual preferences, hobbies, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, payment information, and other information as determined by Agora from time to time.

(c) We may also require a valid identity document to identify you. We use a third party verification partner [insert] (Verification Partner) and the terms and conditions of the Verification Partner (available here: [link]) shall apply to you in addition to this agreement.

(d)You warrant that any information you give to Agora in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.

(e) Once you complete the Account registration process, Agora may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.

(f) Agora reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.

(g) Agora may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

(h)The Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you:

(i)have not been suspended or prohibited from using the Platform; and are over the age of 18 years and accessing the Platform for personal use.

4. THE APP

(a) In this agreement:

references to the ‘App Store’ means Apple’s App Store and we refer to their rules and policies contained in the Apple Media Services Terms and Conditions as the ‘App Store Rules’.
references to ‘Google Play’ means the app distribution platform operated by Google and known as Google Play, and we refer to Google’s terms of service (and other applicable terms) collectively as ‘Google’s Rules’.
in clauses where we use the phrase “App Store Rules or Google’s Rules (as applicable)”, we intend for the App Store Rules to apply to users who have obtained the App via the Apple App Store, and for Google’s Rules to apply to users who have obtained the App via the Google Play distribution platform.

(b) This agreement is made between us you and us and:

Apple is not a party to this agreement and has no responsibility for the App or its content; and
Google is not a party to this agreement and has no liability under it.

For iOS users, onto any Apple-branded product, and to use it once you have downloaded it, provided you follow all of the rules described in this agreement and the App Store Rules; and
For Google Play Store users, to use the App provided you follow all of the rules described in this agreement and also Google’s rules.

(d) The licence in clause 4(c):

is only for you personally (and anyone else that the Apple or Google (as applicable) and for non-business use;
starts when you download the App; and
covers content, materials, or services accessible from, or bought in, the App including all of our support resources. It also covers updates to the App unless they come with separate terms, in which case we will give you an opportunity to review and accept

(e) The App can be accessed, used and downloaded by other accounts that are associated with you through family sharing or volume purchasing in accordance with the App Store or Google’s Rules (as applicable).

(f)You must comply with the App Store Rules and Google’s Rules (as applicable) as well as this agreement but, if there is any conflict between them, you should follow the App Store Rules or Google’s Rules rather than the equivalent rule here.

(g) You do not own the App or any of its contents but you may use it on devices that you own or control, as permitted by this agreement and by the App Store Rules or Google’s Rules (as applicable).

(h) If you sell or give away the device on which you have downloaded the App, you must first remove the App from the device.

(i) You are not allowed to:

modify the App’s code in any way, including inserting new code, either directly or through the use of another app or piece of software;
deliberately attempt to avoid or manipulate any security features included in the App; or
pretend that the App is your own or make it available for others to download or use (including by way of copying the code of the App and creating an independent version).

(j) We are responsible for customer service in relation to the App and can help you if you are having any issues:

For iOS user, you acknowledge that Apple has no obligation whatsoever to provide any support or maintenance services in relation to the App, although if the App is faulty, you may be able to claim a refund for paid content or services); and
For Google users, you acknowledge that Google has no obligation to provide any support or maintenance services in relation to the App. Refunds may available to you in a range of circumstances, either from Google or from us. See Google’s refund policies for more information.

(k) If you need to get in touch with us, you can use the ‘contact us’ functionality provided in the App. If we need to get in touch with you, we will do so by email or an in-App notification

5. EXPERIENCES AND BOOKINGS

5.1 EXPERIENCES

We may offer or suggest Experiences based on the information we have collected from you.
You must have a valid Subscription (or be on the Trial Membership) to attend an Experience.
The Platform has both free Experiences, which are at no additional cost to you, and paid Experiences (Paid Experience) which have an additional Fee (Experience Fee) as indicated on the Platform.

5.2 HOST EXPERIENCES

Host Experiences are the responsibility of the listed Host, and Agora is not responsible for the management or experience at the Host Event.

5.3 BOOKING AN EXPERIENCE

To attend an Experience, you must accept or book the Experience via the Platform (Booking).
For Paid Experiences, you must pay the Experience Fee at the time of making the Booking.
Experiences are for scheduled dates and times with limited spots.

5.4 CANCELLING A BOOKING

You must provide us with no less than 48 hours’ notice prior to the Experience’s scheduled start time (Cancellation Notice) to cancel an Experience. You can cancel an Experience via the functionality on the Platform.
If you do not provide us with the Cancellation Notice, we reserve the right to take any of the following actions:

(i) Keep any Experience Fee paid for the Booking; (ii) Place a Strike on your Account.

6. SUBSCRIPTION & PAYMENTS

6.1 SUBSCRIPTION TERM

Your Subscription will commence on the date you create an Account and continues for the Subscription Period specified on your Subscription order and any Renewal Periods applicable, unless terminated earlier in accordance with clauses 6.1(c) or 6.2.
Subject to clause 6.1(c), upon expiration of the Subscription Period, your Subscription will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).
This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if you cancel your Subscription or Account prior to the Renewal Date. You can cancel your Subscription or Account at any time using the functionality on the Platform.

6.2 RIGHT TO CANCEL

You may cancel your Subscription at any time via the App.
You have a statutory right to cancel this contract and your your Subscription for any reason within the first 14 days of your Subscription (Cooling-Off Period) and receive a full refund.
You may not be entitled to a full refund if, during the Cooling-Off Period we provide to you all or part of the Services, such as if you book and attend an Experience.
If you cancel after the expiry of the Cooling-Off Period, except where you are entitled to a refund under this agreement or by law, you will not be entitled to a refund of any pre-paid Fees. You will continue to have access to your Subscription and the App until the expiry of the Subscription Period for which you have paid.
Nothing in this clause is intended to limit any rights you may have at law, including any consumer law rights.

6.3 SUBSCRIPTION INCLUSIONS

Your Subscription is for the tiered package as selected by you and agreed between us by means of the Platform (Subscription Tier) and includes access to Free Experiences, subject to you making a Booking.

6.4 TRIAL MEMBERSHIP

We offer a trial membership for first-time Users (Trial Membership) as set out on the Platform.
Payment of the Trial Fee is non-refundable for change of mind.
Users are not permitted to use the Trial Membership more than once.
Upon the expiry of the Trial Membership, Users must purchase a Subscription to continue to use the Services and Platform.

6.5 SUBSCRIPTION FEES

You must pay fees to us in the amounts specified on the Platform for your Subscription Tier (Subscription Fees). We may also charge one-off fees for access to particular Experiences (Paid Experiences) (together the Fees).
All Fees must be paid in advance and are non-refundable for change of mind.
Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period and at the beginning of every Renewal Period thereafter.

6.6 AUTOMATIC RECURRING BILLING

As set out in clause 4 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 the Platform.

6.7 CHANGES TO FEES

We may, from time to time, change our Fees and will include up-to-date Fees on our Website.

6.8 LATE PAYMENTS

We reserve the right to suspend all or part of the Platform indefinitely if you fail to pay any Fees in accordance with this clause.

6.9 VAT

Unless otherwise indicated, the Fees do not include VAT. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a tax invoice.

6.10 ONLINE PAYMENT PARTNER

(a) We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Fees.

(b) You acknowledge agree that:

the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found at https://stripe.com/gb/legal/consumer;
you release us and our Personnel 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 Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and
We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

(c) You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Platform and clause 18 will apply.

6.11 UPGRADE AND DOWNGRADES

(a) We may from time to time offer different Subscription Tiers, at different prices and with varying inclusions.

(b) You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, we will:

take reasonable steps to promptly provide you with access to the new Subscription Tier; and
upon providing such access, apply the new, relevant Subscription Fees, to the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.

(c) For the avoidance of doubt, if you choose to downgrade your Subscription, access to the new Subscription Tier and the new Subscription Fees will kick in at the start of the next Renewal Period, unless we notify you otherwise. We generally don’t pro-rate downgrades in between Renewal Periods, however we reserve the right to from time to time.

(d) If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.

7. USER OBLIGATIONS

You agree:

(a) 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;

(b) to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Agora of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;

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 goods, activities or purposes); and
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 Agora;

(d) not to act in any way that may harm the reputation of Agora or associated or interested parties or do anything at all contrary to the interests of Agora or the Platform;

(e) 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 Agora;

(f) that Agora may change any features of the Platform or Services offered through the Platform at any time without notice to you;

(g) that information given to you through the Platform, by Agora or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information;

(h) that Agora 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 4; and

(i) that you will be required to use a Third Party Payment Platform in making or receiving any payments via the Platform (Third Party Payment Platform), you warrant that you have read, understood and agree to be bound by the relevant Third Party Payment Platform’s terms of use, being:

at present Stripe, and Stripe’s terms are available at https://stripe.com/gb/legal ; and
the terms of use of other third party payment portals or other payment methods from time to time, that will be available on other payment portal websites.

8. POSTED MATERIALS

8.1 WARRANTIES

By providing or posting any information, materials or other content on the Platform or any other forum created or hosted by Agora including those on third party sites (Posted Material), you represent and warrant that:

you are authorised to provide the Posted Material (including by being authorised to provide any goods and services that you represent you provide);
the Posted Material is accurate and true at the time it is provided;
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 and/or your experience;
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, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
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
the Posted Material does not breach or infringe any applicable laws.

8.2 LICENCE

You grant to Agora 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 Agora to use, such Posted Material.
If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Agora from any and all claims that you could assert against Agora by virtue of any such moral rights.
You indemnify Agora against all damages, losses, costs and expenses incurred by Agora arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

8.3 REMOVAL

Agora 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. However, Agora may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) 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.

9. ACCOUNTABILITY

9.1 USER REVIEWS OF PROVIDERS

(a) Users may rate and/or may provide feedback regarding:

other Users they meet at an Experience; and
Hosts of Host Experiences, (Reviews).

(b) Users must only provide true, fair and accurate information in their Reviews.

(c) If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review and/or ban the relevant User from posting further Reviews. We do not undertake to review each Review made by Users.

(d) To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

(e) You may not publish Reviews of Users or Hosts to whom you have a personal or professional relationship (separately from the Platform).

(f) You may only write about your own experience. You are not permitted to write a Review about somebody else’s experience, such as that of a family member or friend.

(g) You may not write a Review about a Host you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Host, or work for the Host. Similarly, you may not write a Review about a direct competitor to the business you own, are employed by or work for.

(h) You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Host to write a Review, you should include information about this in your Review. Incentives include the Host offering you a gift, reward, discount or advantage for writing a Review about the Host.

(i) Users may also rate or provide feedback about their experience with you (User Rating).

(j) We reserve the right to set minimum User Rating requirements (Minimum User Rating). In the event that your User Rating on the Platform falls below the Minimum User Rating, we reserve the right to terminate your Account.

9.2 USER STRIKES

If you fail to provide Cancellation Notice, or do not show up to an Experience and have not provided Cancellation Notice, Agora reserves the right to issue you with a Strike.
Users with three (3) Strikes on their Account at any one time may have their Account suspended.
Users can reduce or remove Strikes by Booking and attending Experiences.

9.3 COMPLAINTS

You can make complaints about any User or Host you have an interaction with including via the Platform and at an Experience, via our Platform.

10. SERVICE LIMITATIONS

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

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

11. INTELLECTUAL PROPERTY

Agora 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.
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, sell, modify or publish the Platform Content without prior written consent from Agora or as permitted by law.
In this clause 11, “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 worldwide.

12. 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). Agora 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.

13. THIRD PARTY TERMS

Any service that requires Agora to acquire goods and services supplied by a third party on behalf of the User (including a third party payment service, like the Third Party Payment Platform may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.
Users agree to familiarize themselves with any Third Party Terms applicable to any such goods and services and, by instructing Agora to acquire the goods or services on the User’s behalf, the User will be taken to have agreed to such Third Party Terms.

14. SECURITY

Agora 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. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.

15. DISCLAIMER & LIABILITY

(Disclaimer) Experiences involve individual Users who are not controlled by Agora. We are not responsible for, nor liable to you for, the actions or behavior, of any Host, User or person attending an Experience.
(Limitation of liability) To the maximum extent permitted by applicable law, Agora 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 any Services. This includes the transmission of any computer virus.
(Indemnity) You agree to indemnify Agora 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’:(i) breach of any term of this agreement; or (ii) use of the Platform or Services.
(Consequential loss) To the maximum extent permitted by law, under no circumstances will Agora 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, this agreement or their subject matter, or any Services (except to the extent this liability cannot be excluded at law).
To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under agreement 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.

16. CONFIDENTIALITY

You agree that:

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

17. PRIVACY

You agree to be bound by the clauses outlined in Agora’s Privacy Policy, which can be accessed here https://www.agoracommunity.co.uk/copy -of -new -page .

18. TERMINATION

Agora 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.
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, Agora will effect such termination within a reasonable time after receiving written notice from the User.
Notwithstanding termination or expiry of your Account or membership or this agreement, the provisions of clause 15 and any other provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

19. RECORD / AUDIT

To the extent permitted by law, Agora 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, 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 Agora.

20. LINKED BUSINESSES

You acknowledge and agree that:

the Platform provides links and introductions to other Users, and in respect of Host Events, Hosts owned and operated by third parties that are not under the control of Agora;
the provision by Agora of introductions to Users and/or Hosts does not imply any endorsement or recommendation by Agora of any User and/or Host; and
Agora does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any User and/or Host who uses or is listed on the Platform.

21. 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, orif 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 (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:

(i) 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 (ii) when replied to by the other party, whichever is earlier.

22. VAT

Unless otherwise indicated, amounts stated in on the Platform do not include VAT. In relation to any VAT payable for a taxable supply under this agreement, you must pay the VAT subject to receiving a tax invoice.

23. GENERAL

23.1 GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

23.2 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.

23.3 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.

23.4 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.

23.5 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.

23.6 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.

23.7 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.

23.8 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.

23.9 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;
(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;
(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; and
(currency) a reference to £ or GBP is to pound sterling currency unless otherwise agreed in writing.

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