USER TERMS AND CONDITIONS | NURTURE PARENTING

Cerris Pty Ltd owns and operates the website located at www.nurturepsite.wpengine.com and offers a membership program providing information and coaching on parenting, baby and toddler techniques. For convenience, Cerris Pty Ltd will be referred to by its trading name “Nurture Parenting” throughout these Terms.

These terms and conditions (“Terms) govern the access and use of this Website, the Membership and the Nurture Parenting Platform.

1 USE OF WEBSITE and PLATFORM
1.1 Your access to, browsing, contributions to and use of the Website and Platform are subject to the following Terms as well as all applicable laws, rules and regulations. By accessing or using the Website and Platform you accept and agree to the Terms, which are legally binding.
1.2 If you do not agree to any of these Terms, you must not visit, use or continue to use the Website or Platform. We will, from time to time, revise and update the Terms and we will publish all such updates on our Website. All updated Terms become effective immediately upon being published on the Website.

2 DEFINITIONS
In these Terms, unless the context requires another meaning:
2.1 “Authorised User”
means the person who is solely authorised to access and use the Program being the Customer identified in the account details established by the Customer on commencement of the Program.
2.2 “Claim”
includes in relation to a person, any claim in respect of any damage, loss, cost, expense or liability incurred by the person or a claim, demand, action, proceeding or judgment made against the person, however arising and whether present or future, fixed or unascertained, actual or contingent.
2.3 “Confidential Information”
means any proprietary information or material belonging to the Customer or Nurture Parenting, including, without limitation, all data and information relating to the Customer or Nurture Parenting and their respective operations, facilities, personnel, positions advertised, assets, services; clients, sales and transactions whether or not such information is provided to a party to these Terms before or after the date of these Terms.
2.4 “Corporations Act”
means the Corporations Act in Australia (as amended) and includes all acts and regulations encompassed thereby and any statutory, modification or predecessor or re-enactment thereof.
2.5 “Fees”
means those fees applicable to the delivery of the Program.
2.6 “GST”
means a goods and services tax, consumption tax, value-added tax, retail turnover tax or a tax of a similar nature.
2.7 “Intellectual Property”
means all rights, whether registrable, registered or unregistered in any patent, trademark, trade name, business name, company name, copyright, registered design or other design right or circuit layout right, or any applications for, or rights to obtain or acquire, any such rights.
2.8 “Membership”
means the right to access the Nurture Parenting Platform and to participate in the Program pursuant to these Terms.
2.9 “Nurture Parenting”
is the trading name of and means Cerris Pty Ltd.
2.10 “Platform”
means the technological delivery of the Program through an internet-based delivery system which may comprise a dedicated website, software and/or applications as detailed on the Website or notified by Nurture Parenting from time to time.
2.11 “Program”
means the program or programs offered by Nurture Parenting which provide various information, features, benefits and coaching relating to parenting, baby and toddler techniques and practices with each Program including the benefits and features specified on the Website or otherwise notified to the Customer by Nurture Parenting.
2.12 “Terms”
means these terms and conditions including any Schedules and any updates or amendments to same as agreed between the parties from time to time.
2.13 “Website”
means the website www.nurturepsite.wpengine.com and its related pages, including any mobile site or mobile or other application that Nurture Parenting may offer.

3 CONTENT
3.1 All content and all intellectual property which includes text, images, trade marks (registered or unregistered), graphics, photographs, designs, icons, logos and service marks (“Content”) and the selection, arrangement and “look and feel” of all content contained on the Website, is the property of Nurture Parenting or third parties who have granted Nurture Parenting permission to use it on the Website or Platform. All Content contained on the Website and Platform whether past, present or future and is protected by national and international copyright, design and trademark and other laws. Your right to use the Content is limited only to those rights expressly set out in the Terms.

4 USE AND REGISTRATION
4.1 Children under the age of 18 should not use this Website without parental supervision or consent. If we do find that someone under the age of 18 is accessing the Website or Platform without such supervision or consent, Nurture Parenting may restrict their access to the Website or Platform and may cancel or restrict access to any services to be delivered to the parent or guardian of that child. Any cancellation or restriction of services to the parent as a result of the unsupervised use of the Website or Platform by a minor will result in the parent forfeiting any payments made to Nurture Parenting and no refund will be available.
4.2 Certain services will only be available after you have registered your details and activated an account with us on the Website or Platform. To register your details and open an account with us, you will be required to submit your data and personal information. You warrant and agree that all information provided to us is accurate, true and up-to-date in all respects and at all times. You also agree to update your account with any changes to your personal information previously submitted as soon as practicable after such personal information changes.
4.3 Nurture Parenting reserves the right in its sole discretion to refuse to register any account.
4.4 If you breach any of these Terms, we will be entitled to lock or delete any and all accounts, and not accept any further or future account requests, by the account holder and their associates.
4.5 You must not use another person’s account without their express prior permission nor permit anyone to use your Membership or account.
UNAUTHORISED USE
4.6 You are solely responsible for all activity that occurs using your account, and solely responsible to keep your access to it and your passwords secure. Nurture Parenting does not accept any responsibility for activity on your account arising from the unauthorised access of your account.
4.7 If you suspect or become aware of any unauthorised use of your account or that your passwords are no longer secure, you must immediately notify Nurture Parenting and immediately take all reasonable steps to protect your account.
4.8 When you notify Nurture Parenting of your account being accessed without your authority or your account or passwords not being secure, we will immediately lock and cancel your account to prevent any further misuse. We will allow you to register a new account only after we are satisfied, in our sole discretion, that you have taken all reasonable steps to ensure that your account and passwords will be kept secure in the future.
4.9 You agree to release and indemnify Nurture Parenting from any loss or Claim arising, whether directly or indirectly, from any unauthorised use of your account.
COMMUNICATIONS
4.10 You acknowledge that when you register and use the Website and Platform, you will receive correspondence from Nurture Parenting, including newsletters, relating to the Website and the business of Nurture Parenting.
4.11 If you do not wish to receive these communications, you may opt-out or unsubscribe by updating your preferences in your profile or clicking “Unsubscribe” in any of our emails.
LIMITED LICENCE TO USE
4.12 Nurture Parenting grants you a revocable limited non-exclusive licence to access, browse, use or contribute to the Website or the Content on your computer or similar device and download and use downloadable Content for personal, private or domestic purposes only or for the sole purpose of making purchases from or interacting with Nurture Parenting.
4.13 You warrant that you are not visiting or using the Website or Platform, using the Content or purchasing any goods or services from the Website or from Nurture Parenting for any commercial purpose and will not access, browse, use or contribute to the Website for a commercial purpose.
4.14 Except as expressly permitted in these Terms or on the Website or Platform, or with Nurture Parenting’s prior written permission, you are expressly prohibited from modifying, copying, downloading, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or otherwise using Content available via the Website or the Platform for commercial or public purposes, including but not limited to use as meta tags or linking the Website or Content on other pages or sites on the world wide web.
NON-INTERFERENCE
4.15 You must not damage, interfere with or disrupt access to the Website or Platform or the Content or engage in any other conduct that will or may restrict or limit any other person from using or accessing the Website or Platform or the Content. You agree not to, or attempt to, circumvent, disable or otherwise interfere with security-related features of the Website or Platform or features that prevent or restrict use or copying of any Content or enforce limitations on the use of the Website, Platform or the Content within it.
4.16 Nurture Parenting will hold you liable for any loss, damage or claims arising, directly or indirectly, from your interference with the Website, Platform, Content, security or access to the Website, Platform or Content or in any other way prevent the usual operation of the Website and its availability to the public.

5 THIRD PARTY SITES
5.1 Nurture Parenting selects third party partners and associates with care and with our customers’ needs in mind. We aim to provide information and services from reputable third parties with quality products or services who will be able to fully deliver that information or those services to you.
5.2 The Website may contain links to third party websites or content (Third Party Content). Nurture Parenting does not monitor, review or update, and does not have any control over, Third Party Content. Unless expressly stated otherwise, Nurture Parenting does not endorse or adopt Third Party Content and makes no representation, warranty or guarantee as to accuracy, completeness, timeliness or reliability of Third Party Content or the safety of any third party website.
5.3 If you use the links contained on our Website to access Third Party Content you do so entirely at your own risk and liability. In addition, without limiting any other part of the Terms, reference to any products, services, processes or other information by name, trade mark, manufacturer, supplier or otherwise on or via the Website does not constitute or imply any endorsement, sponsorship or recommendation by Nurture Parenting.

6 NO WARRANTIES
6.1 The Website, Platform and Content are provided “as is” without warranty of any kind, express or implied. Except to the extent required by the law, Nurture Parenting does not make any representations or warranties as to the Website, Platform or Content including but not limited to, warranties of:
(a) merchantability and fitness for a particular purpose,
(b) title,
(c) non-infringement,
(d) security,
(e) informational content,
(f) system integration or accuracy and
(g) the express warranty of quiet enjoyment.
Nurture Parenting also makes no representations or warranties as to the accuracy or suitability of information, descriptions, guidelines and images on the Website or Platform including:
(h) colour, design and texture samples,
(i) descriptions of any materials or products, services, offers, merchants or
(j) any other information shown on the Website or Platform.
6.2 Nurture Parenting does not represent or warrant that the Website, Platform or its server(s), applications or functionalities are free of viruses or other harmful components, and you bear the entire risk of losses or damages that you may incur or suffer as a result of any use of or visit to this Website or the Platform. Nurture Parenting does not guarantee continuous, uninterrupted, error-free or secure access to the Website or its services, since the operation of the Website may be interfered with by numerous factors outside of Nurture Parenting’s control.

7 PROGRAM
7.1 Nurture Parenting offers the Program(s) for purchase through the Website or in such other manner as offered from time to time.
7.2 When you purchase a Program you must create a Membership account through which you will have access to the services and Content available as part of your selected Program. By creating a Membership account, you warrant that you are not a legal minor and you are over the age of 18 years and you have full and due capacity and authority to make the purchase and create the Membership account.
7.3 Once you have placed your order for a Program you must make payment of the Fees pursuant to these Terms. Your purchase of the Program and access to the services and Content of the Program will only be finalised once you have both accepted these Terms and made payment of the Fees as required.
7.4 Each Program provides you with the access specified for that Program on the Website which may include access to specified information, content, benefits, features and coaching relating to parenting and age specific babies or toddlers (depending on the Program selected by you) and such other features and benefits described on the Website or advised by Nurture Parenting.
7.5 Nurture Parenting undertakes extensive research in creating the information, content and coaching available through the Programs and the Website. However, you understand and acknowledge that Nurture Parenting and its officers, agents and employees cannot act as a medical or health professional as they have no knowledge or experience of your individual circumstances and health or other challenges. You acknowledge that the Website and Program(s) will not treat or diagnose any disease, illness or ailment and you agree, prior to or during the Program, to consult with a medical or health professional as required by these Terms.
7.6 Information Modules
(a) Information modules will be uploaded to the Platform from time to time and may be updated or removed when necessary. Where possible, we will notify you that a module or content is available and of any changes however it is your responsibility to ensure that you regularly check the Platform for new or updated modules and content.
(b) You warrant that you will not implement or undertake any exercise or follow any information or coaching content without first satisfying yourself that
(1) the information is relevant and appropriate to your personal circumstances,
(2) you fully understand and comprehend the instructions in the manner in which they are intended to be understood and if you do not understand, or if you have any condition or experience that reduces your ability to read, understand or properly comprehend the instructions, you must not take any further steps;
(3) you and the relevant child are physically capable of such exercise and not suffering with any current, dormant or underlying injury or condition that prohibits either of you undertaking the exercise.
(c) You acknowledge that you are implementing or undertaking any exercise, coaching or instruction without supervision and you are solely responsible for taking care and being constantly aware of any symptoms, conditions or injuries which may arise from your following the exercise, coaching or instruction. You must immediately stop any activity if you become aware of any symptoms, conditions or injuries pursuant to these Terms.
(d) If you or the relevant child experiences any symptom, pain, tightness, unusual soreness, shortness of breath or any other condition, you warrant that you will obtain advice from a medical or health professional prior to continuing any exercise, coaching or instruction and only proceed with the activities if that medical or health professional has confirmed that such activity is appropriate for your specific circumstances.

8 DURATION
8.1 Each Program will continue for the duration specified for that Program on the Website commencing from acceptance of these Terms and payment of the Fees (if any) until the earlier of:
(a) completion of the duration
(b) termination by Nurture Parenting pursuant to these Terms or
(c) cancellation of the Membership by you.
8.2 You will only be able to create your Membership account after you have accepted these Terms and Nurture Parenting has received payment of the Fees that apply to the relevant Program selected.
8.3 These Terms will apply to the entire duration of each Program and certain provisions will continue to apply after the expiration of the Programs, as specified in these Terms.

9 FEES AND PAYMENT
9.1 Fees for the Program are those notified to you on the Website or by Nurture Parenting. Fees are payable by the Customer to Nurture Parenting as a single upfront payment prior to commencement of the Program.
9.2 The Fees may be increased in the sole discretion of The Nurture Parenting from time to time and will apply immediately to any newly purchased Program. Any renewed or new Membership will be subject to the increased Fees.
9.3 The Customer is not entitled to reduce or discount nor to withhold or deduct for any reason any amount payable to Nurture Parenting pursuant to these Terms.

10 REFUNDS
10.1 Each Program including all content, information and coaching will be available immediately on your acceptance of these Terms and payment of the Fees. As such, no refunds are available once the Program has commenced unless otherwise specifically for that Program on the Website or as may be permitted in exceptional circumstances in the sole discretion of Nurture Parenting.

11 PROGRAM AVAILABILITY
11.1 The Program is only available to the Authorised User for the Membership account. You must not allow any other person to use or access your Membership account or the Program.

12 THE CUSTOMER’S OBLIGATIONS
12.1 Each Program may contain training, coaching, activities and techniques which may be undertaken or implemented by the Customer. It is the Customer’s sole responsibility to undertake the activities and techniques and to implement any strategies contained in any training, coaching, activity or technique contained in any Program or on the Website in the manner described and strictly in accordance with the instructions or description provided. The Customer acknowledges that the desired outcomes and benefits from implementing any such activities, techniques and strategies may not be achieved if the Customer fails to do so.
12.2 Customer releases and holds harmless Nurture Parenting from any and all loss, cost, expense, Claim or inconvenience arising as a result of the Customer failing to achieve the desired results or outcomes as a result of the Customer failing to
(a) undertake or implement any particular activity, technique or strategy; or
(b) undertake the activities, techniques and strategies in the manner required and strictly in accordance with the instructions or description provided.
12.3 The Customer must rely on its own knowledge, experience, judgment and opinion to determine whether a Program is appropriate for them and does not rely on the representations or opinion of Nurture Parenting in making such decision.
12.4 It is the Customer’s sole responsibility to ensure that it has the time and capacity to receive the benefits and features of any Program including reviewing information and content and, should the Customer so choose, implementing or undertaking any activity, technique or strategy contained in the Program.

13 INTELLECTUAL PROPERTY
13.1 The Customer acknowledges and agrees that the Customer will obtain no rights in Nurture Parenting’s Intellectual Property which will at all times during the Program and after its termination remain the sole property of Nurture Parenting.
13.2 To the extent that the Customer has or at any time acquires any right, title or interest in or in relation to the Intellectual Property of Nurture Parenting, the Customer by these Terms assigns to Nurture Parenting absolutely its entire right, title and interest in such Intellectual Property.

14 PERSONAL INFORMATION
14.1 Nurture Parenting may collect your personal information for the purpose of delivering a Program and will hold and use your personal information in accordance with its privacy policy.

15 CONFIDENTIAL INFORMATION
15.1 Non-disclosure
Each party will:
(a) keep the Confidential Information of the other party confidential in the same manner as its holds its Confidential Information of like kind but in no event shall the recipient exercise less than reasonable care in maintaining the confidence of such information and shall not disclose it or make it available directly or indirectly to any third party (subject to disclosure permitted under these Terms); and
(b) use the Confidential Information of the other party solely for the purpose of performing its obligations under these Terms.
15.2 Need to Know
Each party may only disclose the Confidential Information of the other party to its officers, employees and permitted subcontractors who:
(a) have a need to know the Confidential Information (and only to the extent that each has a need to know); and
(b) have undertaken to maintain the confidentiality of the Confidential Information in accordance with this clause.
15.3 Officers and Advisors
Notwithstanding other provisions in this clause, the Customer and Nurture Parenting may disclose the terms of these Terms (other than Confidential Information of a technical nature) to their respective solicitors, auditors, insurers, advisers and accountants on a “need to know” basis.
15.4 Limitation of Obligation
The obligations of confidentiality under this clause do not extend to information that (whether before or after the date of these Terms):
(a) was rightfully known to or in the possession or control of the recipient prior to its receipt from the other party and which is not subject to an obligation of confidentiality on the recipient;
(b) is public knowledge (otherwise than as a result of a breach of confidentiality by the recipient or any of its disclosees);
(c) is independently developed by the recipient without the use of the other party’s Confidential Information; or
(d) is required to be disclosed by a governmental agency or law so long as the recipient promptly provides the other party with written notice of the required disclosure.

16 GENERAL WARRANTIES & LIMITATION OF LIABILITY
16.1 Customer obligations
Nurture Parenting will not be liable for any loss, cost, expense, inconvenience or Claim incurred by the Customer which arises from
(a) the Customer failing to supply accurate and timely information requested by Nurture Parenting; or
(b) the failure by the Customer to comply with its obligations under these Terms.
16.2 Outcome or results
Nurture Parenting does not warrant or guarantee any outcome or result as a result of undertaking the Program. The Customer acknowledges that Nurture Parenting has no control over the success or otherwise for the Customer. Nurture Parenting will not be liable for any loss, cost, expense, inconvenience or Claim by the Customer relating to any unachieved outcome or result expected or anticipated by the Customer.
16.3 Fitness for Purpose
Nurture Parenting makes no warranty of fitness for purpose apart from the purposes listed in these Terms. Any fitness for purpose warranty provided by Nurture Parenting to the Customer is dependent upon the Customer:
(a) providing complete and accurate information to Nurture Parenting prior to commencement of the Program;
(b) complying with all Customer obligations under these Terms; and
(c) committing the requisite time to fully and accurately implementing or undertaking any activity, technique or strategy;
AND in respect of any fitness for purpose Claim made by the Customer against Nurture Parenting, the Customer bears the onus of proof of establishing in respect of each Claim that it satisfies the conditions above.
16.4 Limitation Of Liability
(a) Except to the extent required by the law or as is expressly set out in the Terms, Nurture Parenting specifically disclaims all or any liability arising from your access to or use of the Website, Platform and Content, or purchasing any services or Program, and in no event will Nurture Parenting, its subsidiaries, affiliates, officers, directors, shareholders, employees or agents be liable for any loss or damage of any kind, including indirect, incidental, consequential, punitive, or special damages or any loss of use, loss of profits or loss of data, whether in an action in contract, tort, strict liability or otherwise (including but not limited to negligence), arising out of or in any way connected with those matters (even if Nurture Parenting has been advised of the possibility of such damages).
(b) In any event, Nurture Parenting’s total liability to you for damages, losses, and causes of action (whether in contract or tort (including, but not limited to, negligence) or otherwise) will not exceed the amount paid by you, if any, for accessing the Website or Platform or purchasing any services.
(c) Nurture Parenting’s liability for breach of any condition or warranty implied by legislation is, at Nurture Parenting’s option, limited to supplying services again or payment of the cost of having services supplied again.
(d) Without limiting the above, you acknowledge that Nurture Parenting accepts no responsibility or any liability for orders made by you, and you acknowledge that instructions are to be strictly observed and followed at your own risk. Nurture Parenting does not accept any responsibility or liability for any information or errors provided by you in the order, or in booking or receiving any services, including your failure to do all things necessary to ensure the order, booking and receipt of services, are suitable and safe for your circumstances.
(e) You release and forever discharge Nurture Parenting, its officers, employees and agents from all and any loss, damage or liability (including indirect, special or consequential) excluded under these Terms, including from any third party claim, except to the extent that any legislation applies and cannot be lawfully excluded.
16.5 Indemnification
(a) You indemnify and will keep indemnified, Nurture Parenting and its subsidiaries, affiliates, officers, directors, shareholders, employees or agents and will hold us harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of the Terms, or your violation of any law or the rights of any party. You also indemnify and will keep indemnified Nurture Parenting from any and all damage you may cause Nurture Parenting, its business, or the Website or Platform due to your interaction with the Website or Platform including without limitation your contributions, if any.
(b) You indemnify and will keep indemnified and hold harmless Nurture Parenting, its officers, employees and agents against any loss or damage of any kind that is either excluded under the Terms, including from any third party claim, for any property or injury to or death of any person, or caused as a result in any way by a breach by you of the Terms, any negligent act or omission or wilful misconduct of yours or any claim, suit or action brought against Nurture Parenting as a result of your ordering, booking and receiving any services or Program.
(c) This Clause contains continuing separate obligations and it survives termination.

17 TERMINATION
17.1 Termination
The Customer will remain liable for the Fees for the entire period of the Program but may, at any time, request that Nurture Parenting to cease delivering the Program by cancelling their Membership. If the Customer makes such a request then no amount of the Fees will be refundable.
17.2 Nurture Parenting Termination
Nurture Parenting may immediately terminate these Terms by written notice to the Customer if:
(a) the Customer fails to obtain independent medical or health advice after recommendation by Nurture Parenting or after experiencing any injury, condition or side effect; or
(b) Nurture Parenting or any of its representatives experiences any form of discrimination, harassment, aggressive, condescending, disrespectful or anti-social behaviour from the Customer or any of its officers, employees, agents, contractors.
17.3 Survival
Upon termination of these Terms any clause the survival of which, in the sole opinion of Nurture Parenting, is required to enable Nurture Parenting to protect and enforce its rights under these Terms shall survive termination of these Terms.

18 General provisions
18.1 Goods and Services Tax
(a) All Fees are exclusive of GST unless otherwise expressly advised.
(b) If a payment by a party under these Terms is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment must be inclusive of any GST payable and will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise.
18.2 Continued Rights
The expiry or termination of these Terms will not affect or limit any accrued rights of the parties.
18.3 Acceptance Without Execution
The Customer will be deemed to accept the terms of these Terms without execution of these Terms, if the Customer provides to Nurture Parenting instructions, approval or authority to proceed with the services, whether verbally or in writing, at any time after receipt by the Customer of these Terms.

19 Interpretation of document
In these Terms unless the context otherwise requires.
(a) a party means a party to these Terms and a reference to a person includes any other entity recognised by law and vice versa and an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency;
(b) words importing the singular number include the plural number and vice versa;
(c) words importing one gender include every gender;
(d) any reference to any of the parties by their defined terms includes that party’s executors, administrators and/or permitted assigns and nominees, or being a company, its successors and/or permitted assigns;
(e) every agreement or undertaking expressed or implied by which more than one person agrees or undertakes any obligation and/or derives any benefit in terms of these Terms shall bind and/or enure for the benefit of such persons jointly and each of them severally;
(f) clause headings are for reference purposes only;
(g) where any word or phrase is given a defined meaning in these Terms, any other part of speech or other grammatical form in respect of such word or phrase shall have a corresponding meaning;
(h) unless otherwise specified, terms defined in the Commonwealth Corporations Act 2001 will have the same meanings when used in these Terms;
(i) a reference in these Terms includes any part, clause, party, annexure, exhibit, appendix or schedule of these Terms;
(j) a reference to winding up or bankruptcy includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration (as defined in section 9 of the Corporations Act 2001 and being placed under official management, and to the circumstances and events giving rise to or contributing to such conditions or matters;
(k) a reference to dollars, A$ or $ means the lawful currency of Australia;
(l) all references to accounting and financial terms have the meaning commonly given to them in accordance with the accounting principles generally accepted in Australia;
(m) a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing them and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;
(n) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Terms;

20 GENERAL PROVISIONS
20.1 Standard warranties
Each and every party warrants that:
(a) each has voluntarily entered into these Terms without any duress
(b) other than as set out in these Terms, no promises, representations or inducement has been made to enter into these Terms;
(c) each has had full opportunity and has consulted with his solicitors and received legal advice concerning the nature, effect and extent of these Terms; and
(d) each is aware that each of the others is relying on this Warranty in executing these Terms.
20.2 Merger
The rights and obligations of the parties in respect of agreements, indemnities, covenants and warranties contained in these Terms are
(a) continuing agreements, covenants, indemnities and warranties and accordingly,
(b) are not merged or extinguished by the partial performance by a party of their obligations under these Terms, and will remain in full force and effect until the obligations of all parties under these Terms are discharged in full.
20.3 Further Assurances
Each of the parties agree that they will execute and deliver such further documents at their own expense as they may reasonably be requested by any other party to properly and fully effect the purpose of these Terms.
20.4 Governing Law
these Terms is governed by the law of the State of New South Wales and Australia and each of the parties irrevocably submits to the non-exclusive jurisdiction of the State of New South Wales and Australia (as the case requires).
20.5 Waiver
No waiver by any party of any default in the strict and literal performance of or compliance with any provision, condition or requirement herein shall be deemed to be
(a) a waiver of strict and literal performance of and compliance with any other provisions, conditions, or requirement herein, and
(b) a waiver of or in any other manner release any party from strict compliance with any provision, condition or requirement in the future.
20.6 Delay or omission
Any delay or omission by any party to exercise any rights provided for in these Terms does not in any manner impair the exercise of any such right accruing to it thereafter.
20.7 Severability
Any provision in these Terms which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of these Terms or affecting the validity or enforceability of that provision in any other jurisdiction.
20.8 Read down
If any provision of these Terms is void, voidable, unenforceable or illegal in its terms, but would not be void, voidable, unenforceable or illegal if read down, and it is capable of being read down, that provision is read down accordingly.