Terms of Use
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE RUMINATI SITES, THE PLATFORM AND THE ACCOMPANYING USER DOCUMENTATION (TOGETHER REFERRED TO AS THE “RUMINATI SITES”).
Part A: INTRODUCTION
1. WHO WE ARE
Ruminati Technology Pty Ltd ACN 665 392 781 (referred to as Ruminati, we, our or us) owns and operates the following websites:
(a) ruminati.com.au; and
(b) vision.ruminati.com.au,
(Websites) and any services made available through the Websites now or in the future, including the agricultural data platform hosted and made available via the Websites (Ruminati Platform). Together, the Websites and the services made available through the Websites are referred to in these Terms as the Ruminati Products.
2. WHAT DO WE MEAN BY YOU?
When the term "you" or "your" is used in these Terms, we mean both you (as an individual) as well as any entity that you are authorised to represent, as the context requires. For example:
(a) if you use the Ruminati Products in your capacity as an employee, "you" will also refer to the entity that employs you; and
(b) if you use the Ruminati Products in your capacity as an agent for another party (such as an accountant acting on behalf of a farm), "you" will also refer to the entity that has engaged you to use the Ruminati Products on their behalf.
3. WHEN DO THESE TERMS APPLY?
These terms and conditions of use (Terms) apply to you, and you must accept these terms to use our services, where you access or use the Ruminati Products or any content, information, communications, text or material made available via the Ruminati Products (Content).
By accessing or using the Ruminati Products, you accept and agree to comply with these Terms. If you do not agree to these Terms, you must not use any Ruminati Products.
4. CHANGES TO THESE TERMS
(a) Subject to applicable law, including Part 2-3 of the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), Ruminati may review and update these Terms from time to time, including to take into account new laws, regulations, products or technology.
(b) Your continued use of the Ruminati Products, including any updates or upgrades, will be governed by the most recent version of these Terms published by us. You understand that if you continue to use the Ruminati Products, you will be taken to have accepted the most recent version of these Terms.
5. HOW DO THESE TERMS INTERACT WITH OTHER TERMS YOU MAY HAVE AGREED WITH US?
If:
(a) you have entered into a written agreement with us regarding the Ruminati Products (for example, if you have signed our SaaS agreement for enterprises); or
(b) if you use the Ruminati Products in your capacity as an Authorised User (defined in clause 8(b) below) of another entity, and that entity has entered into a written agreement with us regarding your use of the Ruminati Products
the terms of that written agreement (Separate Agreement) will apply in addition to these Terms but prevail to the extent there is any conflict with these Terms, including, but not limited, to any conflict arising out of clause 19 (Product Fees), clause 21 (Limitation of Liability), clause 22 (Indemnity), or clause 23 (Termination).
6. NATIONAL FARMERS FEDERATION FARM DATA CODE
Ruminati is a signatory to the National Farmers' Federation's Australian Farm Data Code, published May 2023 (Code). We endeavour to handle all farm data in accordance with the Code.
7. PRIVACY
We may collect and handle your personal information in providing the Ruminati Products. Our Privacy Policy (found here: https://ruminati.com.au/policies/privacy) sets out in detail how we collect and process personal data.
Part B: YOUR RIGHTS AND RESPONSIBILITIES
8. PRODUCT SIGN-UP PROCESS
(a) In order to use the Ruminati Platform, you must:
(i) must create an account. Usually, this will be an account opened in the name of an entity (e.g. a farm or a company) (Master Account); and
(ii) sign up to one of our product options. You have the option of signing up to or subscribing for various products, which provide various features, functionalities and levels of access to the Ruminati Platform. These product options, inclusions and fees are further set out on our website here: https://ruminati.com.au/products. If you sign up to use a paid product, you must pay us, in accordance with clause 23.
(b) In addition, you can invite and authorise individuals to access, use and/or upload content to the Master Account (Authorised Users). These individuals can be your employees, accountants, lawyers or other representatives. Each such Authorised User will be deemed your authorised agent and you (as the holder of the Master Account) remain responsible for your Authorised Users' compliance with these Terms. Each Authorised User will also be required to create their own user account.
(c) You are responsible for all activities that occur in connection with your Master Account, including the acts or omissions of your Authorised Users. You are responsible for the permissions you grant to your Authorised Users and their level of access to your Master Account.
9. YOUR LICENCE TO USE RUMINATI PRODUCTS
(a) Unless otherwise indicated or set out in these Terms, all intellectual property rights in and to the Ruminati Products and Content are owned or licensed by Ruminati.
(b) Subject to these Terms (and the type of product you have signed up to, your user role and the level of access you’ve been granted), we grant you a limited, revocable, non-exclusive, non-transferrable, non-sublicensable and royalty free right and license to:
(i) access and use the Ruminati Products; and
(ii) access, view, export download, make limited copies of, make limited distribution of, and make derivative works of the Content,
in accordance with these Terms, solely for your internal business purposes.
(c) The term of your licence continues:
(i) in the case where you have signed up to a paid product, only for as long as the relevant subscription payments are made to us;
(ii) in the case where you are an Authorised User, only if your access is not revoked by the holder of the Master Account; or
(iii) in any other case, until your Master Account is terminated in accordance with clause 23.
(d) Your licence includes:
(i) the right to make limited copies of, and/or limited internal distribution of, and/or making derivative works of, the Content for your internal documents and records (provided that our status (and that of any identified contributors) as the authors of Content must always be acknowledged); and
(ii) the right to cite extracts of the Content in materials that are distributed externally, provided that:
(A) our status (and that of any identified contributors) as the authors of Content must always be acknowledged;
(B) such distribution is on an infrequent, irregular and ad hoc basis;
(C) the distribution is only of limited extracts of Content that have no independent commercial value and could not be used as a substitute for any product or service (or a substantial part of it) provided by us; and
(D) the distribution is limited to recipients that are either:
(1) your third party professional advisors, to the extent they need to know such Content to advise you and provided they are not competitors of Ruminati or otherwise provide any similar product to the Ruminati Products in the ordinary course of their business; or
(2) otherwise in the ordinary course of your business (and provided such business is not competitive with the business of Ruminati).
(e) The Ruminati Products contain trade marks, logos and trade names of Ruminati or third parties, which may be registered or otherwise protected by law. You are not permitted to use any trade marks, logos or trade names appearing on the Ruminati Products unless otherwise expressly agreed in writing.
(f) You must not delete or alter any copyright, trade mark or other proprietary rights notices from copies of materials on, or downloaded from, the Ruminati Products.
10. USER GENERATED CONTENT
(a) The Ruminati Products contain interactive features that allow:
(i) you to enter or upload your data;
(ii) your representatives to enter, update, verify or upload your data or information;
(iii) you or your representatives to upload or share other content (such as in direct messages or chat features that we may make available on the Ruminati Products from time to time),
(collectively, Your Contributions). Your Contributions and the contributions of other users (who are not acting as your agent) (Other User's Contributions) are collectively referred to as User Generated Content.
(b) All Your Contributions must comply with the content standards set out in clause 11 of these Terms.
(c) You retain all of your ownership rights in Your Contributions, however by providing any Your Contributions, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the perpetual right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for the purposes of providing the Ruminati Products. This licence also provides us with the right to create and share anonymised statistical data from Your Contributions, including through aggregation which we may use for our own purposes, such as (but not limited to):
(i) providing and improving our services, to develop new services or product offerings, to identify business trends, and for other uses; and
(ii) sharing Your Contributions relating to commodity emissions intensity with other users to enable emissions value chain accounting.
(d) The licence granted under clause 10(c) is irrevocable to the extent that it required for the purposes of clause 10(e) below.
(e) You acknowledge that we will retain and use account search data and Your Contributions necessary for generating agricultural emissions intensity information after termination of your account and/or your Ruminati Product subscription.
(f) We have the right (but not the responsibility) to remove Your Contributions if, in our opinion, Your Contributions does not comply with the content standards in clause 11 of these Terms.
(g) You represent and warrant that:
(i) you own or control all rights in and to Your Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns;
(ii) all of Your Contributions do and will comply with these Terms;
(iii) you understand and acknowledge that you are responsible for any Your Contributions you submit or contribute, and you (and not us) have full responsibility for such content, including its legality, reliability, accuracy and appropriateness;
(iv) we are not responsible, or liable to any third party, for the content or accuracy of any Your Contributions posted by you or any other user of the Ruminati Products; and
(v) we have the right to remove or take any other action with respect to any Your Contributions for any or no reason in our sole discretion. If you wish to complain about information and materials uploaded by other users please contact us.
11. CONTENT STANDARDS
(a) The content standards in this clause 11 apply to any and all of Your Contributions. Your Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. In particular, you warrant that Your Contributions will not:
(i) contain any material which is defamatory, obscene, abhorrent, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
(ii) contain or promote sexual or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(iii) infringe any patent, trade mark, trade secret, copyright or other intellectual property or other rights of any other person;
(iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
(v) be likely to deceive any person;
(vi) promote any illegal activity, or advocate, promote or assist any unlawful act;
(vii) cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
(viii) impersonate any person, or misrepresent your identity or affiliation with any person or organisation, including with us;
(ix) involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or
(x) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
(b) Whenever you make use of a feature that allows you to upload content to the Ruminati Products, or to make contact or interact with other users of the Ruminati Products, you must comply with the content standards in this clause 11.
(c) You warrant that any of Your Contributions complies with these standards in this clause 11, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of this warranty. We may report any breach of this warranty to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Ruminati Products will cease immediately.
12. PROHIBITED USE OF RUMINATI PRODUCTS
(a) You are expressly prohibited from:
(i) using the Ruminati Products in any way that is unlawful;
(ii) using the Ruminati Products to send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards set out in these Terms;
(iii) using the Ruminati Products to impersonate or attempt to impersonate us, any of our employees, another user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
(iv) using the Ruminati Products to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Ruminati Products or which, as determined by us, may harm us or users of the Ruminati Products or expose them to liability;
(v) using the Ruminati Products in any manner that could disable, overburden, damage or impair the Ruminati Products or interfere with any other person's use of the Ruminati Products, including their ability to engage in real time activities through the Ruminati Products;
(vi) collecting, aggregating, displaying, copying, modifying, distributing or transmitting any part of the Content except as permitted by these Terms or you otherwise have our express written consent;
(vii) making any use of data mining, robots, spiders, or data gathering or extraction or scraping tools or process (whether automated or manual) in connection with the Ruminati Products for any purpose;
(viii) reverse engineering, disassembling or decompiling any part of the Ruminati Products;
(ix) combining the Content with any other materials to create any products that are competitive with the Ruminati Products;
(x) renting, leasing, selling or reselling the Content in any form or manner or to create any product or service that could compete with our business (including using them in any service bureau or outsourcing offering);
(xi) making any use of the Content to operate any information vending or commercial publishing business; or
(xii) otherwise allowing the dissemination of the Content via the press, mass media or online;
(xiii) deliberately or knowingly or recklessly introducing any viruses, trojans, worms, logic bombs, spyware, computer code, file, program or material which is malicious or technologically harmful;
(xiv) attempting to gain unauthorised access to, interfere with, damage or disrupt any part of the Ruminati Products, the servers on which the Ruminati Products are hosted, or any server, computer or database connected to the Ruminati Products;
(xv) attacking the Ruminati Products via a denial-of-service attack or a distributed denial-of-service attack; or
(xvi) otherwise attempting to interfere with the proper working of the Ruminati Products in any way.
(b) We may report any of the activities above to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use and access the Ruminati Products will cease immediately.
13. YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE
(a) 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. You must not disclose it to any third party.
(b) 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 reasonable opinion you have failed to comply with any of the provisions of these Terms.
(c) If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us by sending us an email to hello@ruminati.com.au.
Part C: OUR RIGHTS AND RESPONSIBILITIES
14. COMPLIANCE WITH TERMS
(a) We may monitor your access and use of the Ruminati Products to determine whether these Terms are being followed.
(b) If we reasonably believe that your use of the Ruminati Products is in breach of these Terms, we may:
(i) warn you by email (but we are not obliged to do so);
(ii) suspend your access to the Ruminati Products; and/or
(iii) notify and provide relevant information to the relevant government or regulatory authorities, as appears appropriate in the circumstances.
(c) We may, at our absolute discretion and without notice to you, suspend or terminate your access to the Ruminati Products:
(i) where we reasonably believe that a court order, judgment, decree, determination or otherwise has been made to the effect that your use of the Ruminati Products is illegal, offensive, objectionable or in breach of a third party's rights; or
(ii) if we are served with a takedown notice in accordance with the Copyright Regulations 2017 (Cth) (as amended or replaced from time to time).
15. SUSPENSION OR WITHDRAWAL
We may suspend, withdraw or restrict the availability of all or any part of the Ruminati Products for security, business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
16. RUMINATI PRODUCTS PROVIDED "AS IS"
(a) The Ruminati Products and Content are provided to you on an "as is" and "as available" basis. We make no representations or warranties (express or implied) that the Ruminati Products, or any Content, will always be available, uninterrupted or be error-free. We will not be liable to you if the Ruminati Products are unavailable, including due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities, interruption in telecommunications supply or otherwise.
(b) While we take reasonable precautions to protect information transmitted via the Ruminati Products, Ruminati cannot and does not guarantee the security or confidentiality of these communications or the security of the Ruminati Products. Such communications rely on third party service providers, and electronic communication (including electronic mail) is vulnerable to interception by third parties.
(c) Ruminati does not provide, and has no control over, communications, networks or services, the internet or other technology required or used across the Ruminati Products and accepts no responsibility for any direct or indirect loss in any form associated with them, whether due to congestion, technical malfunction, viruses or otherwise. You are responsible for configuring your technology to access the Ruminati Products and for ensuring the security of your own systems.
17. CONTENT DISCLAIMER
(a) The Ruminati Products rely on data and information that has been uploaded to, or otherwise inputted into, the Ruminati Products by or on behalf of users or information from third party sources that Ruminati has access to.
(b) You acknowledge that we do not independently verify the accuracy, completeness or currency of User Generated Content. We make no representations or warranties (express or implied) regarding, and we are not responsible or liable for, any inaccuracy, incompleteness, currency, error, omission, miscalculation in any User Generated Content.
(c) The Content is provided for general information only. We make no representations or warranties (express or implied) regarding the reliability, adequacy or completeness of any Content . You acknowledge that you are responsible for your use and reliance on any of the Content (including User Generated Content) and Ruminati is not responsible or liable for your use or reliance on the Content or any loss or claim arising out of or in connection with your use or reliance on the Content.
(d) The Ruminati Products are intended for users within Australia and New Zealand who are at least 18 years old. We do not represent that content available on or through the Ruminati Products is appropriate for use or available in other locations.
18. THIRD-PARTY COMMISSIONS
(a) We may:
(i) provide commissions or benefits to referral partners in exchange for them referring potential clients to us; and
(ii) receive commissions or benefits for the referral of potential clients to referral partners.
Part D: PAYMENTS
19. PRODUCT FEES
(a) The products fee (Product Fees) are stated in, and will be payable in, Australian Dollars.
(b) Product Fees will be as quoted on the Website or as communicated by us from time to time, except in cases of obvious error. The applicable Product Fee, if any, is the one displayed on the Website at the time you place your order, unless there is an obvious error.
(c) When you order a product, you may nominate whether an order is made on a monthly or annual subscription cycle.
(i) Product Fees for monthly subscriptions are billed on the day of the Product order and subsequently every month following the day of initial purchase.
(ii) Product Fees for annual subscriptions are billed on the day of the Product order and each anniversary thereafter.
(d) All paid products are ordered on auto-renewing monthly or annual subscription cycles, unless terminated in accordance with clause 23.
(e) Any changes to Product Fees will apply at the end of the then-current monthly/annual billing cycle (as applicable). We will provide you with prior notice of any changes to Product Fees in the notice at clause 23, and if you do not agree to them, you must terminate your Product subscription in accordance with clause 23 before the current billing cycle ends.
(f) Product Fees are based on a per user basis. Accordingly, any passwords / log-in details associated with an Account cannot be shared with other persons.
(g) Payment of Product Fees can be made by means of credit card or direct debit. We use a third party payment processor, Stripe, to process payments made to us. By making payment of the Product Fees, you agree to provide us with accurate and complete billing information, and you authorise us to share your billing information with Stripe for the purpose of processing your payment. You are responsible for all payment fees (including credit card, direct debit and other payment processing fees) that may be imposed on you.
(h) The parties acknowledge and agree that the Product Fees are stated:
(i) exclusive of GST and you will pay the GST Amount to us in addition to the stated Product Fees (and we will remit the GST Amount to the Commissioner for Taxation in accordance with the GST Legislation); and
(ii) exclusive of payment processing surcharges that may be imposed on us by our payment processor, and you will pay the applicable payment processing surcharge to us in addition to the stated Product Fees.
(i) The parties acknowledge and agree that the Product Fees stated are otherwise exclusive of all other taxes or duties chargeable on the Product Fees and you will pay such taxes or duties in addition to the stated Product Fees, in full and without deduction, set-off or withholding of any kind.
(j) If you claim any exemption from any taxes or duties, you must provide us with a valid tax exemption certificate or other acceptable evidence, and after receipt of valid evidence of exemption, you will not be charged such exempt taxes for the relevant purchase.
In this clause:
GST means the goods and services tax imposed by or through the GST Legislation.
GST Amount means the amount of GST payable in respect of any taxable supply under the Agreement, calculated at the rate if GST applicable at the relevant time.
GST Legislation means A New Tax System (Goods and Services Tax) Act 1999 (Cth), as amended from time to time and including any subordinate legislation.
Part E: GENERAL
20. LINKS TO THIRD PARTY WEBSITES
(a) Where the Ruminati Products contain links to other sites (including banner advertisements and sponsored links) and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
(b) If you choose to access these third party linked sites, you do so at your own risk and subject to the terms and conditions of use for those websites. We encourage you to examine each third party's website terms and conditions and privacy policy.
(c) We are not responsible for and will not be liable in respect of the content or operation of those websites or any of the goods, services or content that they describe. We are not responsible for and will not be liable in respect of the incorrect link to an external website.
21. LIMITATION OF LIABILITY
(a) You agree not to hold us responsible for any Content (including third-party content) accessible on or through the Ruminati Products.
(b) Under no circumstances will we, our related entities, licensors and service providers or our or their respective officers, agents or employees, be liable to you, whether in contract, tort (including negligence) or otherwise, for
(i) any special, indirect or consequential loss arising under or in connection with these Terms; or
(ii) your use, or inability to use the Ruminati Products or any information, content and services obtained or accessed through the Ruminati Products; or
(iii) any loss of profits, loss of sales, loss of business, loss of business opportunity, loss of or damage to goodwill or loss or corruption of software, data or information.
(c) Nothing in these Terms (including this clause 21(c)) is intended to have the effect of excluding, restricting or modifying any liability to you which cannot be excluded, restricted or modified under applicable law. Where our liability cannot be excluded, we limit our liability to you to the fullest extent permitted by applicable law, including as provided under the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
(d) Subject to clauses 21(b) and 21(c),
(i) where you have not purchased a product from us, we will not be liability to you for any loss, damage or injury arising out of or in connection with the performance or non-performance of these Terms, including any breach by us of these Terms however arising, in tort (including negligence), under any statute, custom, law or on any other basis; and
(ii) where you have purchased a product from us, our maximum aggregate liability to you for any loss, damage or injury arising out of or in connection with the performance or non-performance of these Terms, including any breach by us of these Terms however arising, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the amount of the higher of:
(A) if you have purchased from us a product based on a subscription model with recurring fees, the amount you have paid to us in the past 12 months for that product; or
(B) if you have purchased from us a product on a one-off basis, the amount you paid for that product.
22. INDEMNITY
(a) You agree to defend, indemnify and hold us, our related entities, licensors and service providers, and each of our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns (each an Indemnified Party), harmless from and against any liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable lawyers' fees) incurred by any of the Indemnified Parties in connection with third party claims, arising out of or relating to:
(i) your violation (or alleged violation) of these Terms;
(ii) your use of the Ruminati Products or Content other than as expressly authorised in these Terms; or
(iii) Your Contributions.
(b) We reserve the right, at our own expense, to assume the exclusive defence and control of any matter subject to indemnification by you but doing so will not excuse your indemnity obligations.
23. TERMINATION
(a) If you wish to terminate your product subscription, you may cancel your subscription under the “Subscription” section of your Account, effective immediately before the start of your next monthly or annual billing cycle. If you are on an annual billing cycle, we will provide you with at least 30 days' notice of the upcoming billing cycle, prior to the commencement of a new annual billing cycle.
(b) Subject to clause 23(a), you can also cancel your Master Account at any time by giving us written notice.
(c) Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if the other party commits a material breach and:
(i) that breach is not capable of being cured; or
(ii) if that breach is capable of being cured, the breaching party fails to cure that breach within 30 days after being notified in writing to do so.
24. EFFECT OF TERMINATION
(a) All pre-paid Product Fees will be non-refundable, unless these Terms are terminated by you due to our material breach, in which case we will refund any pre-paid Product Fees to you in relation to any unused subscription period on a pro-rated basis.
(b) Termination or expiry of these Terms will be without prejudice to the rights and liabilities of the parties that have already accrued prior to the effective date of termination or expiry. All clauses that, by their nature, are intended to survive termination or expiry of these Terms will survive termination or expiry of these Terms.
(c) Upon termination or expiry of these Terms:
(i) the licence granted to you under clause 9 terminates; and
(ii) you must immediately cease use of the relevant Ruminati Product and any relevant material that you have obtained by using the relevant Ruminati Product.
25. GOVERNING LAW
These Terms, their subject matter and their formation, are governed by the laws of the State of New South Wales. You and we both agree that the courts having jurisdiction in New South Wales will have exclusive jurisdiction over any dispute arising under or in any way related to these Terms and their subject matter.
26. RELATIONSHIP OF THE PARTIES
These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between you and Ruminati.
(a) You may not assign your rights or obligations under these Terms, whether by operation of law or otherwise, without Ruminati's prior written consent.
(b) Ruminati may assign its rights or obligations under these Terms, whether by operation of law or otherwise.
27. ENTIRE UNDERSTANDING
Except as expressly stated in these Terms, these Terms constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of these Terms.
28. WAIVER
No party may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with these Terms, unless the other party expressly grants a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver, and is only effective to the extent set out in that waiver.
29. SEVERABILITY
Any provision of these Terms which is invalid or unenforceable is to be read down, if possible, so as to be valid and enforceable, and, if that is not possible, the provision shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these Terms.
