Welcome to We Are The Helpful! 

We are an online marketplace for connecting Customers (Givers) and Partners for the purpose of Givers sending Gifted Goods and Gifted Services to loved ones.

Thank you for supporting We Are The Helpful, we hope you enjoy using the Platform. 

In these Terms, We Are The Helpful Ltd (Company Number SC769063) is referred to as the “Company”, “our”, “we” or “us”.

How to read this agreement

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

TERMS AND CONDITIONS

IMPORTANT NOTE: As well as reading the following Terms & Conditions to which you have agreed by using this Site, you should also refer to the terms and conditions of each individual seller ("Partner”) on their We are The Helpful product pages before making any order.

1. ACCESSING OUR PLATFORM

Access to the Platform is permitted on a temporary basis, and we reserve the right to withdraw or amend The Platform without notice. We will not be liable if for any reason The Platform is unavailable at any time or for any period.

From time to time, we may restrict access to parts or all of The Platform to users who have registered with us. Any personal data and other information provided by you is processed by us in accordance with our Privacy Policy. By providing any such personal data or other information you agree to the terms of our Privacy Policy.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Customer Terms.

It is your responsibility to ensure that all information (including names, contact details and addresses) you upload to the Platform, is correct and accurate. Please ensure that you check all information before making a purchase.

1. YOUR ACCOUNT ON THE PLATFORM
1. Users must not access the Platform if they are under the age of 18 years old and do not have their parent or guardian's consent, or if they have previously been suspended or prohibited from using the Platform. 
2. In order to use most of the functionality of the Platform, it is suggested that all Users sign-up for an account through the Platform (an Account). 
3. By registering for an Account, the User agrees to be bound by this agreement which forms a binding contractual agreement between the User and the Company.  
4. As part of the Account registration process and as part of the User’s continued use of the Platform, the User is required to provide personal information and details, such as their email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by the Company from time to time.
5. The User warrants that any information they give to the Company in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
6. Once the User has completed the Account registration process, the Company may, in its absolute discretion, choose to accept the User and provide them with an Account.
7. The Company may, in its absolute discretion, suspend or cancel an Account for any reason, including for any failure to comply with this agreement.
2. RELATIONSHIP OF THE PARTIES AND THE RECIPIENTS
1. The Company is a medium that facilitates the introduction of Givers and Partners for the purpose of buying and selling Gifted Services and Gifted Goods for Recipients.
2. When you decide to purchase Gifted Goods or Gifted Services, the resulting legal contract is between you and that Partner and such contract shall compromise of these Customer Terms, the email confirmation of your order, the applicable details and terms on the product page and you agree to be bound by all such provisions. 
3. All Partners are independent contractors and not employees, contractors, sub-contractors, secondees, partners, servants or agents of the Company, and are free to contract with persons and/or companies other than the Company.  
4. In the instances where ‘We are The Helpful’ is listed as the Company on a product page and in communications post-purchase, the legal contract will be between the Company and the Giver.
5. All Recipients are third parties. The Partner must ensure that each Recipient:
1. is provided with all necessary instructions, disclaimers and advice to ensure the safe use of the Gifted Services or Gifted Goods; and 
2. the Partner indemnifies the Company and the Giver for any claims made by a Recipient relating to a Gifted Service or a Gifted Good. 
6. The Company simply collects the Commissions in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Givers and Partners (or Recipients) in relation to such Gifted Services, Gifted Goods or otherwise resulting from the introduction.
7. The Company cannot give any undertaking that goods and/or services purchased from Partners through the Platform will be of satisfactory quality, and this and any other such warranties (whether express or implied) are disclaimed by The Company absolutely to the fullest extent permitted by law. This disclaimer does not affect your statutory rights against the Partner.
8. The Company is not responsible in any way for Gifted Goods or Gifted Services provided by Partners. 
3. ENGAGING A PARTNER FOR GIFTED SERVICES and/or Gifted Goods
1. PROCESS FOR PURCHASING GIFTED SERVICES AND/OR GIFTED GOODS WITH A PARTNER
1. Each order (Booking) placed shall be deemed to be an offer by The Giver to purchase the Gifted Goods and/or Gifted Services specified within it subject to the Customer Terms and the applicable details on the product page.
2. To place an order (Booking), the Giver will select the relevant good or services listed on the Platform.
3. The Giver should carefully review the Customer Terms, the email confirmation of your order and the applicable details on the product page in relation to the Booking. If there is any conflict or inconsistency between these Customer Terms and the Partner Terms, email confirmation of the Booking or the applicable details on the product page, these Customer Terms shall prevail to the extent of the conflict or inconsistency.
4. The Partner may accept or decline a Booking, depending on the stock of the ordered goods or availability of personnel to provide the ordered services.
5. The Partner must, in a timely manner, correspond in writing with the Giver to agree on the Gifted Services they will perform or the Gifted Goods they will provide or deliver, including:
1. the name, address and phone number of the Recipient (Recipient Details);
2. the substance of what will be performed or provided; 
3. the location for where the Gifted Services will be performed or the Gifted Goods will be delivered (Service Location); and
4. the date and time that the Gifted Services will be performed or the Gifted Goods  will be delivered (Service Date).
6. The Partner will accept the details and confirm the order (Booking).
7. No Booking shall be deemed to be accepted by the Partner until the Giver receives an email acknowledging the completion of the  Booking. The contract between the Giver and a Partner will relate only to those Gifted Goods and/or Gifted Services notified in the email acknowledgement of Booking completion.
8. Marking completion of a Booking is a binding contract between the Partner and that Giver (or the Recipient), where the Partner will provide the Giver with the Gifted Services or the Gifted Goods in exchange for payment of the Partner Fee. Users acknowledge and agree that the Company will not be a party to any Booking.
9. The Partner must keep a record of all the correspondence between the Partner and Giver (and/or Recipient).
2. PROCESS FOR AGREEING TO GIFTED SERVICES OR GIFTED GOODS WITH A RECIPIENT USING A GIFT VOUCHER
1. The Giver may purchase a Gift Voucher from a Partner and provide that to a Recipient. 
2. Upon accepting the order (“Booking”) and issuing a Gift Card, the Partner will contact the Giver with an electronic Gift Card that can be passed onto the Recipient.  In some cases, the Partner will liaise directly with the Gift Giver to mutually agree to the best course of fulfilment.  
3. Gift cards are not legal tender, account cards, credit or debit cards or securities. They are not reloadable and cannot be exchanged or redeemed for cash, a discount, or anything else other than our Gifted Services or Gifted Goods.
4. Gift cards are valid for such time period that is specified by the relevant Partner on the Gift Card or in the product or service description outlined on the product page and in the Partner’s Terms.
3. SCOPE OF BOOKING
1. The Gifted Services and the Gifted Goods will only include the activities or items that are specifically agreed to in the Booking.
2. Unless otherwise expressly stated in the Booking, the Gifted Services or Gifted Goods do not include any relevant activities/items not specifically noted by the Partner or its employees, agents, contractors and authorised representatives.
4. ON THE DAY OF THE BOOKING
1. In the case of a Service Booking, the Giver must ensure that the Giver or the Recipient is present at the Service Location on the Service Date. 
2. If no one is present, the Partner must perform what parts of the Gifted Services is possible or deliver the Gifted Goods (e.g. leaving an item unattended at the Service Location). However, the Partner will not be liable for Gifted Services that cannot be performed without access to the Service Location and any such Gifted Services will be forfeited and non-refundable. 
4. CHANGES TO A BOOKING
1. CANCELLATION BY A PARTNER
1. A Partner must endeavour not to cancel a Booking once agreed with the Giver.
2. If a Partner needs to cancel a Booking, the Partner must:
1. contact the Giver (and the Recipient, where necessary) and provide reasons to explain the cancellation; and
2. notify the Company that the Giver will be issued with a refund. 
3. The Partner acknowledges and agrees that the Commission, in accordance with clause 5.1(c), is non-refundable. If the Partner cancels a Booking, the Company will retain the Commission. 
4. A Partner may immediately cancel a Booking during the Booking without granting any right to a refund if the Partner feels threatened or at risk while performing the Gifted Services.
2. REFUND REQUESTS AND CANCELLATION BY A GIVER
1. In order to arrange a refund or cancellation, a Giver must contact the Partner directly.  For registered users, this can be done by signing into your account at the top of the page, selecting ‘My Orders’ and ‘Contact Partner’.  For Guest Users, you can use the ‘Contact Partner’ Function on the relevant product page.
2. All Partners must have a refunds policy in line with the applicable consumer law and regulations. 
3. As a Consumer, a Giver (or a Recipient) may cancel a Booking by notifying us or the Partner within 14 days of the date of purchase (“Cooling-off Period”), if the Giver changes their mind and without giving us a reason, provided the Giver or the Recipient has not used any Services or purchased any Goods from the Platform. Subject to the above, the Partner will issue the Giver (or Recipient, as the case may be) with a full refund.
4. After the Cooling-off Period, the Giver may cancel a Booking at any time, subject to the refunds policy of the Partner. If the Giver complies with the refunds policy of the Partner, the Partner must give any applicable refunds within a reasonable timeframe. 
5. Unfortunately, some items are non-cancelable and non-refundable:
1. Anything that’s made to your specific requirements  (i.e. is personalised or can't be resold by the Partner as made to the Giver or Receiver’s specifications)
2. Perishable products (like food)
3. Personal items sold with a hygiene seal (like skin care, cosmetics or specific clothing items) where the seal is broken.
6. If the Giver fails to comply with the refunds policy of the Partner, the Giver will not be entitled to a refund.
7. The Giver and the Partner agree that the Platform introduces the Giver (and the Recipient) to the Partner for ordering goods or services through our Platform and we charge a Commission for this introduction.

1. AMOUNTS PAYABLE
1. PAYMENTS FROM GIVERS TO PARTNERS FOR GIFTED SERVICES OR GIFTED GOODS
1. Viewing the Platform is free.
2. All Bookings will include the Partner Fee. The Partner Fee, when set out in a Booking, is inclusive of:
1. the total amount payable for the Gifted Services or Gifted Goods; 
2. any delivery fees;
3. any Commission payable to the Company; and
4. any travel expenses that may be incurred by the Partner unless stated otherwise within the details set out on the product page. 
3. In addition to the Partner Fee, the Giver may also be required to pay to the Company:
1. transaction fees, where such fees are charged by our Third Party Payment Provider; 
4. Partners must not attempt to claim any additional payments from the Giver for the Gifted Services or the Gifted Goods. 
5. Once a Booking is agreed in accordance with clause 4.1(d), the Giver will be prompted to pay the Partner Fee via the Third Party Payment Platform.
6. The Giver must pay the Partner Fee at the time agreed as set out in the Booking. 
2. TAXES
1. Partners, as independent contractors, are responsible for the collection, lodgement and remission of all taxes and superannuation requirements associated with any transactions made through the Platform. The Company will not be held accountable in relation to any transactions where tax related misconduct has occurred.
2. If Partners are registered for VAT, tax invoices in respect of the Gifted Services and Gifted Goods may be issued. 
3. THIRD PARTY PAYMENT PROVIDER
1. In addition to this agreement, payments made via the Platform will be subject to the terms and the privacy policy of the Third Party Payment Platform, as set out in the definitions at the start of this agreement. 
2. Users release the Company and its employees, contractors, sub-contractors and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Third Party Payment Platform, including any issue with security or performance of the Third Party Payment Platform or any error or mistake in processing a User’s payment.

7. LINKS FROM WE ARE THE HELPFUL

1. The Platform may include hyperlinks to other websites that are not owned or controlled by the Company.  The Company has no control and assumes no responsibility for the content, privacy policies or practices of any third-party websites.
2. You acknowledge and agree that the Company is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.
3. You acknowledge and agree that the Company is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources. 
1. SPECIAL OFFERS
1. The Company may, in its absolute discretion, propose offers, campaigns, promotions or contests for Users on the Platform from time to time (Special Offers). 
2. To participate in any Special Offer, Users must notify the Company in writing using the functionality available on the Platform.
3. For certain Special Offers, additional terms and conditions may apply. In order to participate in Special Offers, Users must agree to the relevant terms and conditions applicable to that Special Offer. In the case of any inconsistency between such terms and conditions and this agreement, this agreement shall prevail to the extent of the inconsistency.
2. RESTRICTION ON BYPASSING
1. Correspondence between Users must take place on the Platform. Users must ensure that their Account does not display any of their personal contact information at any time such that it can be viewed by any other User. Users agree to not give their contact details to any other User.  
2. Users agree that they must not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any other User whom they came to know about, or with whom they provided Gifted Services or Gifted Goods to directly or indirectly, by using the Platform. This provision will apply whether or not either of the Users is still active on the Platform.
3. The Company may, in its absolute discretion, cancel an Account and suspend a User from using the Platform if it finds or suspects that the User has breached this clause 7.
3. PARTNERS NOT ENDORSED

Givers acknowledge and agree that:

1. the Platform provides links and introductions to Partners that are not under the control of the Company;
2. the provision by the Company of introductions to Partners does not imply any endorsement or recommendation by the Company of any Partner; 
3. The Company does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Partner who uses or is listed on the Platform; and
4. any terms and conditions relating to a Gifted Service or Gifted Good, Partner Listing provided via the Platform constitute a contract between the Giver and the Partner and do not involve the Company in any way.
1. USER OBLIGATIONS

All Users agree:

1. to not intimidate, harass, impersonate, stalk, threaten, bully or endanger any other Users or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
2. to not share their Account with any other person and that any use of their Account by any other person is strictly prohibited. Users must immediately notify the Company via the Platform, of any unauthorised use of their Account, password or email, or any other breach or potential breach of the Platform's security;
3. that when leaving reviews or ratings for other Users, that they will be honest, fair and courteous;
4. to not use the Platform for any purpose other than for the purpose of making arrangements to provide or receive Gifted Services or Gifted Goods, including:
1. using 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
2. using 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 the Company; 
5. to not act in any way that may harm the reputation of the Company or associated or interested parties or do anything at all contrary to the interests of the Company or the Platform; 
6. to not make any automated use of the Platform and not to copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of the Company; 
7. that the Company may change any features of the Platform or Gifted Services or Gifted Goods offered through the Platform at any time without notice to any Users;
8. that information given to a User through the Platform, by the Company or another User including a Partner, is general in nature and the Company takes no responsibility for anything caused by any actions any User takes in reliance on that information; and
9. that the Company may cancel a User’s Account at any time, including if it considers, in its absolute discretion, that a User is in breach or are likely to breach this clause 9. 
1. POSTED CONTENT
1. WARRANTIES

By providing or posting any Service Listings, profile information, questions, information, materials or other content on the Platform (Posted Content), Users represent and warrant that:

1. if providing the Posted Content on behalf of a Recipient, that the User has the consent of the Recipient to provide the Posted Content;
2. the Posted Content is accurate and true at the time it is provided;
3. any Posted Content which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or a User’s genuine experience;
4. the Posted Content is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
5. the Posted Content 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;
6. the Posted Content 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
7. the Posted Content does not breach or infringe any applicable laws.
1. LICENCE
1. Users grant to the Company 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 Content in order for the Company to use, exploit or otherwise enjoy the benefit of such Posted Content, including for advertising and promotional purposes. 
2. If it is determined that a User retains moral rights (including rights of attribution or integrity) in any Posted Content, the User forever releases the Company from any and all claims that they could assert against the Company by virtue of any such moral rights.
3. Users indemnify the Company against all damages, losses, costs and expenses incurred by the Company arising out of any third party claim that their Posted Content infringes any third party's Intellectual Property Rights.
2. REMOVAL
1. The Company acts as a passive conduit for the online distribution of Posted Content and has no obligation to screen Posted Content in advance of it being posted. However, the Company may, in its absolute discretion, review and remove any Posted Content (including links to Users, User profiles or listings they have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Content.
2. Users agree that they are responsible for keeping and maintaining records of Posted Content.
3. 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). The Company 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.

1. SERVICE LIMITATIONS

The Platform is made available to Users strictly on an 'as is' basis. Users acknowledge and agree that the Company cannot and does not represent, warrant or guarantee that:

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

Users agree that all communications involving the details of other Users on this Platform are confidential, and must be kept as such by all Users and must not be distributed nor disclosed to any third party.

1. PRIVACY

Users agree to be bound by the clauses outlined in the Company's Privacy Policy, which can be accessed via www.wearethehelpful.com. 

1. INTELLECTUAL PROPERTY 
1. The Company 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 a User.
2. Users may make a temporary electronic copy of all or part of the Platform Content for the sole purpose of viewing it. Users must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Platform Content without prior written consent from the Company or as permitted by law.
3. In this clause 12, "Intellectual Property Rights" means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in the United Kingdom and throughout the world.
2. RECORDS AND AUDITS

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

1. DISPUTES BETWEEN USERS
1. Users should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.
2. If any issue or problem relating to the Platform remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, User smust report it to the Company via help@wearethehelpful.com. The Company will assess the complaint and attempt to quickly and satisfactorily resolve it.
3. Any costs a User incurs in relation to a complaint or dispute will be that User’s responsibility.
4. The Company has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.
5. If a User has a dispute with the Company, that User agrees to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings. 
2. DISCLAIMER
1. (Security) The Company does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with a User’s use of the Platform. Users should take their own precautions to ensure that the process they employ to access the Platform does not expose them to the risk of viruses, malicious computer code or other forms of interference.
2. To the maximum extent permitted by applicable law, the Company excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform or its use or any services provided by any Partner. This includes the transmission of any computer virus.
3. All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law  implies a condition, warranty or guarantee into this agreement which may not lawfully be excluded, then to the maximum extent permitted by applicable law, the Company's liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
1. in the case of Gifted Services and Gifted Goods, the provision of a refund in accordance with the terms of clause 5.2.
4. Users indemnify and release the Company and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person (including any Recipient) arising from a User or a User’s representatives':
1. breach of any term of this agreement; 
2. use of the Platform; or
3. performance of, receipt or delivery of Gifted Services or Gifted Goods.
5. To the maximum extent permitted by law, under no circumstances will the Company 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 provided by any Partner (except to the extent this liability cannot be excluded under applicable law.
3. TERMINATION
1. The Company reserves the right to terminate a User's access to any or all of the Platform at any time without notice, for any reason.
2. Users may terminate their Account on the Platform at any time by using the Platform's functionality or otherwise notifying the Company in writing at help@wearethehelpful.com.
3. If an Account is terminated, any outstanding Bookings will continue to be payable in full, and no refunds will be provided simply because of an Account termination. 
4. Notwithstanding termination of a User’s Account or this agreement, any provision which by its nature would reasonably be expected to be complied with after termination, will continue to apply.
4. NOTICES

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

1. in writing and in English; and
2. delivered via email to the other party, to the email address provided by a User, or in the case of the Company, to help@wearethehelpful.com. The parties may update their Email Address by notice to the other party.
3. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:
1. 72 hours after the email was sent; or
2. when replied to by the other party,

whichever is earlier.

1. GENERAL
1. GOVERNING LAW AND JURISDICTION

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

1. 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.

1. 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.

1. 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.

1. INTERPRETATION
1. (singular and plural) words in the singular includes the plural (and vice versa);
2. (gender) words indicating a gender includes the corresponding words of any other gender;
3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
4. (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
5. (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;
6. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
7. (includes) the word "includes" and similar words in any form is not a word of limitation; 
8. (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
9. (written or in writing) includes communication by email.