1.                COACHING SERVICES

Matching Angel provides personal and business coaching and mentoring services via the Website.  

1.1             ELIGIBILITY

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

(i)               over the age of 18 years and accessing the Website for personal use; or

(ii)              accessing the Website on behalf of someone under the age of 18 years old and consent to that person's use of the Website.

(b)              If you are using the Website and the Services and are under the age of 18 you must have the consent of your parent and/or legal guardian in order to access the Services and the Website.

(c)              Please do not access the Website or use the Services if you are under the age of 18 years old and do not have your parent or legal guardian's consent, or if you have previously been suspended or prohibited from using the Website.

1.2             SERVICES
Our Services will be as set out on our Website. If you decide to use our Services you must first sign up and make a payment as set out on the Website.

You will have the option of choosing several service packages as set out on our Website. Our Services will vary depending on what type of package you purchase. Our role will be as a coach and mentor to assist you in achieving your goals throughout your service period.

Services will be provided as set out on our Website and you will be directed as to how to book in any online or offline sessions, including if we use an online third party booking service.

1.3             ACCOUNTS

(a)              If you elect to create a paid account (Account), you will be granted access to our member portal (Portal).

(b)              As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your 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 us from time to time.

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

(d)              Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

(e)              We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with these terms or pay the Account fees.

1.4             DISCOVERY SESSION

(a)              We may provide you with a free discovery session of fifteen minutes to see if the Services are a good fit for both us and you (Discovery Session).

(b)              After the Discovery Session, if you think the Services are right for you, you may decide to purchase further Services as set out on our Website.

(c)              We retain the right, at our absolute discretion, if we deem after the Discovery Session that it is not a good fit or that our Services are not suitable for you, to not provide you with our Services.  

1.5             FURTHER SESSIONS AND PACKAGES

(a)              Following your Discovery Session, you may purchase follow up Services as set out on our Website (Sessions). You may also purchase packages depending on your needs as set out on our Website (Packages).

(b)              Fees and details for inclusions and exclusions in our Packages are set out on our Website.

(c)              (Conditions and Expiration) Some of our Packages have conditions or expiration dates attached to them as set out on the Website. If your Package has an expiration date, it is your responsibility to make sure you provide all documentation and/or schedule all Sessions in your Package before the expiration date or end of your Package. We will be not liable, and under no obligation, to provide you with any part of your Package, including scheduling Sessions, if you do not book before your expiration date.

1.6             GROUP SESSIONS AND WORKSHOPS

(a)              If you are signing up for any group sessions or workshops (Workshop) you must ensure you can attend all scheduled sessions of the Workshop.

(b)              We cannot reschedule Workshops so if you miss one, you will not be provided with a replacement Workshop.

1.7             SCHEDULING SESSIONS

(a)              To schedule any Sessions, please contact Matching Angel via text, phone, email or otherwise to organise your sessions including if we use an online booking service, set out below.

(a)              (Cancellation of Sessions) You agree to attend any scheduled Sessions. If you cannot attend any scheduled Sessions you must give us at least 48 hours’ notice. If you provide at least 48 hours’ notice you will be able to reschedule that particular Session for another time. If you cancel with less than 48 hours’ notice we may not be able to re-schedule a replacement Session at such short notice and you will forfeit your right to that Session. This may mean that this particular Session is deducted from your Package.

1.8             ONLINE BOOKING SYSTEM

(a)              Matching Angel may use a third party booking service in conjunction with the Website to allow you to make bookings for your Sessions (Booking Service).

(b)              Where any Booking Service is used you will be bound by this clause and the Third Party Terms in clause 5.

2.                YOUR OBLIGATIONS

2.1             PROVIDE INFORMATION AND LIAISON

(a)              You must provide us with all documentation, information and assistance reasonably required us to perform the Services.

(b)              You agree to attend any scheduled Sessions. If you cannot attend any scheduled Sessions you give us the required notice as above.

2.2             COMMUNICATION AND ACCESS

(a)              You must ensure that you have access to a computer and a stable internet connection to be able to receive the Services.

(b)              If the Services are being provided in person, you must allow us access to any premises, or required areas of any premises and, if applicable, staff reasonably necessary for us to provide the Services and the in person Sessions clause below may apply.

2.3             IN PERSON SESSIONS

(a)              If Workshops or Services are conducted in person at your premises then, the following conditions apply:

(i)               you must grant us access to any premises required to perform the Workshop and the Services;

(ii)              you warrant that you have all necessary permits, approvals or authorities required for Matching Angel to perform the Services and fully indemnify Matching Angel for any issues or claims in breach of this clause;

(iii)             you warrant that any premises is safe for Matching Angel to enter and perform the Workshop and Services including, where applicable, complying with any relevant occupational health and safety legislation and requirements; and

(iv)             where Matching Angel is unable to gain access to the premises due to your non-compliance with this clause, omission, fault or otherwise, it is your responsibility to reschedule any Services or Workshop and Matching Angel reserves the right to claim any expenses including travel and lost income and to charge this to you.

(b)              If Workshops or Services are conducted in person at premises nominated by Matching Angel, you acknowledge and agree that such Workshops and Services will be subject to the terms and conditions of the third party premises provider and Matching Angel will not be liable to you for any damage or loss you might suffer in connection with such third party terms and conditions.

2.4             BEHAVIOUR OBLIGATIONS

(a)              When receiving a Workshop or Services you must:

(i)               behave in a polite in courteous manner in relation to Matching Angel and any other participants in the Services;

(ii)              not harass, intimidate or interfere with any the enjoyment of the Services of any other participant;

(iii)             follow any reasonable instructions of Matching Angel; and

(iv)             leave a Workshop or the Services where in the opinion of Matching Angel you are negatively impacting the enjoyment of the Workshop or the Services of other participants.

2.5             COMPLIANCE WITH LAWS

You warrant that by receiving or requesting the Services, or during receiving or requesting the Services, you will not:

(a)              breach any applicable laws, rules and regulations (including any applicable privacy laws and any relevant industry codes) (Laws);

(b)              do anything which may cause Matching Angel to breach any Law;

(c)              breach the direction of any government department or authority; or

(d)              infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

2.6             RESOURCES

(a)              As part of the Services, we may provide you with coaching or other resources (Resources).

(b)              You acknowledge and agree that any Resources we provide will only be used for your own personal and non-commercial purposes and will not be shared with anyone else unless we expressly allow you to do so. You must obtain our written permission if you want to share any of the Resources with anyone else.

(c)              Matching Angel retains all Intellectual Property Rights (as defined below in clause 4) in all Resources.

2.7             COACHING AND THE CLIENT COACH RELATIONSHIP

By entering into a coaching relationship with Matching Angel by purchasing the Services, you acknowledge and agree to the following:

(a)              You acknowledge that are you are solely responsible for creating and implementing your own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and your interaction with Matching Angel. You agree that Matching Angel  is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any Services provided by Matching Angel. You understand that coaching is not therapy or counselling and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.

(b)              You acknowledge that you may terminate or discontinue the coaching relationship at any time.

(c)              You acknowledge that coaching is a comprehensive process that may involve different areas of your personal and professional life. You agree that deciding how to handle these issues, incorporate coaching principles into those areas and implementing choices is exclusively your responsibility.

(d)              You acknowledge that coaching does not involve the diagnosis or treatment of mental health issues and that coaching is not to be used as a substitute for counselling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or  other professional advice by legal, medical or other qualified professionals and that it is your responsibility to seek such independent professional guidance as needed.

(e)              You are advised to take notes for your own record and future reference.

(f)               You understand that in order to enhance the coaching relationship, you agree to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the Services.

2.8             CONFIDENTIALITY

(a)              This coaching relationship, as well as all information (documented or verbal) that you share with Matching Angel as part of this relationship, are bound by the principles of confidentiality in the ICF Code of Ethics. Please be aware that the Client Coach relationship is not considered a legally confidential relationship (like the medical and legal professions) and communications are not subject to the protection of any legally recognised privilege.

(b)              You acknowledge that if you have any confidentiality questions or concerns it is your obligation to raise these in a timely manner with Matching Angel.

(c)              You acknowledge and agree that the Client Coach relationship is not a legally confidential relationship and agree to be bound by the Confidentiality clause below.

2.9             RELEASE OF INFORMATION

(a)              Matching Angel engages in training and continuing education pursuing and/or maintaining ICF Credentials. That process requires the names and contact information of all Clients for possible verification by the ICF. If you provide your consent when signing up, you agree to have your name, contact information and start and end dates of coaching shared with ICF staff members and/or other parties involved in this process for the sole and necessary purpose of verifying the coaching relationship. No personal notes will be shared.

(b)              According to the ethics of coaching, topics may be anonymously and hypothetically shared with other coaching professionals for training, supervision, mentoring, evaluation, and for coach professional development and/or consultation purposes.

(c)              You acknowledge and agree to release all rights to any photos or videos taken of you to Matching Angel for the use of advertisement (including to be placed on the website or social media). You also understand and agree that: (1) If you do not want your photo to be taken, you can notify the photographer at the time of capture, and the photographer will not publish a photo where you can be recognised; and (2) If you are posing for a photo, you are giving the photographer consent to take the photo to be published as stated above.

2.10             ACCEPTABLE USE

We'll need you to make a few promises about the way you'll use the Services.

You agree:

(a)              not to copy, reproduce, translate, adapt, vary or modify the Services without our express consent;

(b)              not to use the Services in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;

(c)              not to use the Services for the purpose of distributing unsolicited commercial content, junk mail, spam, bulk content or harassment;

(d)              not to attempt to breach the security of the Services or Matching Angel's system security, or otherwise interfere with the normal function of the Services, including by:

(i)               gaining unauthorised access to Matching Angel Accounts or data about other users of the Services;

(ii)              scanning, probing or testing the Services for security vulnerabilities;

(iii)             overload, flood, mailbomb, crash or submit a virus to the Services or Matching Angel's system; or

(iv)             instigate or participate in a denial-of-service attack against the Services or  Matching Angel's system; and to ensure that your employees, sub-contractors and other agents who you have authorised to use or access the Services comply with the Terms.

2.11           COLLECTION NOTICE AND PRIVACY

(a)              We collect personal information about you in order to provide you with our Services, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

(b)              We only collect the information that you choose to provide us in order to provide the Services.

(c)              Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.

(d)              By using our Services you agree to be bound by the clauses outlined in Matching Angel’s Privacy Policy, which can be found on our Website.

2.12           OFFER TO PURCHASE

By submitting an order for purchase of Services using the Website's functionality (Purchase Order) you represent and confirm that you:

(a)              have the legal capacity and are of sufficient age to enter into a binding contract with us; and

(b)              are authorised to use the debit or credit card included in your order.

Submitting a Purchase Order constitutes your intention and offer to enter into a contract, where we will provide you with the Services you have ordered in exchange for your payment of the total amount listed upon checkout. A contract is not formed until we have approved your payment and you receive an email from us confirming that your order is being processed.

2.13           PAYMENT

You must pay any fees in the amounts and at the times set out in on our Website or as otherwise agreed in writing with you.

(a)              (Payment obligations) Unless otherwise agreed in writing:

(i)               if Matching Angel issues an invoice to you, payment must be made by the time specified in such invoice; and

(ii)              in all other circumstances, you must pay for all Services on or prior to Matching Angel providing you with the Services.

(b)              (GST) Unless otherwise indicated, amounts stated on the Website do not include GST. In relation to any GST payable for a taxable supply by Matching Angel, you must pay the GST subject to Matching Angel providing a tax invoice.

(c)              (Card surcharges) Matching Angel reserves the right to charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

(d)              (Online payment partner) We may use third-party payment providers (Payment Providers) to collect payments for Services. The processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider.  We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.

2.14           LATE PAYMENT AND DEBT RECOVERY

If you do not pay an amount due under this agreement on or before the date that it is due:

(a)              you must pay Matching Angel interest at the rate of 10% per month on the amount due, calculated daily (please note interest rates may change and we will provide you with notice of this);

(b)              Matching Angel may seek to recover the amount due by referring the matter to debt collectors; and

(c)              you must reimburse Matching Angel for any costs it incurs, including any legal costs, in recovering the amount due or enforcing any of its rights under these terms.

2.15           REFUNDS

Except as otherwise set out on our Website or in accordance with our cancellation policy above, we generally don't offer refunds for any of our Sessions and Packages and any refunds we issue will be solely at our discretion. Please let us know if you have any issues with our Services that you think should entitle you to a refund and we'll consider your situation.

2.16           CANCELLATION OF SERVICES

(a)              To the extent permitted by law, we reserve the right to terminate your access to any or all of the Services or any part of the Services, including Workshops, at any time without notice, for any reason, provided that we refund to you any fees for Services which you have paid for and not received. We reserve the right to terminate or cancel any Services, where there is a breakdown in the Client Coach relationship for whatever reason, or where there is an issue requiring us to terminate or cancel the Services in line with the ICF Code of Ethics.

(b)              We may also terminate your access to any or all of the Services at any time without notice without issuing a refund if you breach any provision of these Terms.  This also applies if there is a breakdown in the Client Coach relationship and applies to Workshops.

(c)              (Cancellation and your data) Upon cancellation, termination or expiry of the Services, we will delete any data and material associated with the Services (except to the extent we are required to retain your data at law, as set out in our Privacy Policy).  You won't be able to recover any of your data after cancellation, termination or expiry of the Services so we recommend you back up anything important to you and take notes for your own record and future reference.  We won't be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of the Services and for your lack of note taking.  

3.                CONFIDENTIALITY

(a)              Except as contemplated by this agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior written consent.

(b)              Matching Angel will not disclose any Client information, including the Client’s name, without the Client’s  consent.

(c)              This clause does not apply to:

(i)               information which is generally available to the public (other than as a result of a breach of this Terms or another obligation of confidence);

(ii)              information required to be disclosed by any law; or

(iii)             information disclosed by Matching Angel to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this agreement.

4.                INTELLECTUAL PROPERTY

4.1             DEFINITIONS

For the purposes of these Terms

(a)              "Your Content" means any Material supplied by you to us under or in connection with these Terms, including any Intellectual Property Rights attaching to that Material.

(b)              "Our IP" means all Material owned or licensed by us that is not Developed IP and any Intellectual Property Rights attaching to that Material and includes the Resources.

(c)              "Developed IP" means the Material produced by us in the course of providing the Services (including any Resources if applicable), either alone or in conjunction with you or others, and any Intellectual Property Rights attaching to that Material.

(d)              "Intellectual Property Rights" means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trade marks, designs, patents or other proprietary rights, confidential information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the start date of the Services, whether registered or unregistered.

(e)              "Material" means tangible and intangible information, documents, reports, drawings, designs, software (including source and object code), inventions, concepts, data and other materials in any media whatsoever.

4.2             YOUR CONTENT

(a)              You grant to us (and our subcontractors, employees and agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Your Content to the extent reasonably required to perform any part of the Services, provided that we will seek your permission to share such Your Content, if you will be identifiable by the content.

(b)              You :

(i)               warrant that our use of Your Content as contemplated by these Terms will not infringe any third-party Intellectual Property Rights; and

(ii)              will indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or a claim of such an infringement.

4.3             DEVELOPED IP

(a)              All Developed IP will be solely and exclusively owned by us.

(b)              We grant you a non-exclusive, royalty free, non-transferable and revocable licence to use Developed IP to the extent required for you to use, enjoy the benefit of or exploit the  Services.

4.4             OUR IP

(a)              We grant you a non-exclusive, royalty free, non-transferable and revocable licence to use Our IP to the extent required for you to use, enjoy the benefit of or exploit the Services.

(b)              Unless otherwise agreed in writing by us or in this clause 4, you will not acquire Intellectual Property Rights in any Our IP under these Terms or as part of receiving the Services.

(c)             Matching Angel retains ownership of the Website and all materials on the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.

(d)              You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from Matching Angel or as permitted by law.

5.                THIRD PARTY GOODS AND SERVICES

(a)              Any Service that requires Matching Angel to acquire goods and services supplied by a third party on your behalf may be subject to the terms & conditions of that third party (Third Party Terms), including 'no refund' policies.

(b)              You agree to familiarise yourself with any Third Party Terms applicable to any such goods and services and, by instructing Matching Angel to acquire the goods or services on your behalf, you will be taken to have agreed to such Third Party Terms.

6.                USE OF THE WEBSITE

6.1             ACCESS AND USE OF THE WEBSITE

You must only use the Website in accordance with these Terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with the Terms and any applicable laws.

6.2             YOUR OBLIGATIONS

You must not:

(a)              copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without the express consent of Matching Angel;

(b)              use the Website for any purpose other than the purposes of browsing, selecting or purchasing Services;

(c)              use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;

(d)              use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;

(e)              use the Website with the assistance of any automated scripting tool or software;

(f)               act in a way that may diminish or adversely impact the reputation of Matching Angel, including by linking to the Website on any other website; and

(g)              attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:

(i)               gaining unauthorised access to Website accounts or data;

(ii)              scanning, probing or testing the Website for security vulnerabilities;

(iii)             overloading, flooding, mailbombing, crashing or submitting a virus to the Website;

(iv)             instigating or participating in a denial-of-service attack against the Website.

6.3             INFORMATION ON THE WEBSITE

While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that we do not (to the maximum extent permitted by law) guarantee that:

(a)              the Website will be free from errors or defects;

(b)              the Website will be accessible at all times;

(c)              messages sent through the Website will be delivered promptly, or delivered at all;

(d)              information you receive or supply through the Website will be secure or confidential; or

(e)              any information provided through the Website is accurate or true.

We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including descriptions of our services, packages, prices and other Website Content.

6.4             LINKS TO OTHER WEBSITES

(a)              The Website may contain links to other websites that are not our responsibility.

(b)              We have no control over the content of the linked websites and we are not responsible for it.

(c)              Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.

6.5             SECURITY

Matching Angel does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website and any other online platforms associated with your use of the Services including Skype, Microsoft Teams, Zoom and any other platform you use as part of the Services (Platforms). You should take your own precautions to ensure that the process that you employ for accessing the Website and the Platforms does not expose you to risk of viruses, malicious computer code or other forms of interference.

6.6             REPORTING MISUSE

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

6.7             LIABILITY

(a)              (Limitation of liability) To the maximum extent permitted by applicable law, Matching Angel 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 this Website, these Terms or any Services or services provided by Matching Angel. This includes the transmission of any computer virus.

All express or implied representations and warranties given by us are, to the maximum extent permitted by applicable law, excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee into these Terms which may not lawfully be excluded, then to the maximum extent permitted by applicable law, Matching Angel's liability for breach of that non-excludable condition, warranty or guarantee will, at Matching Angel's option, be limited to:

(i)               in the case of goods, their replacement or the supply of equivalent goods or their repair; and

(ii)              in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

(b)              (Indemnity) You agree to indemnify Matching Angel and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from your or your representatives' breach of these Terms, use of the Website or of any Services provided by Matching Angel.

(c)              (Consequential loss) To the maximum extent permitted by law, under no circumstances will Matching Angel 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 this Website, these Terms or any Services or services provided by Matching Angel (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).

7.                FORCE MAJEURE

(a)              A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:

(i)               act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

(ii)              strike or other industrial action; 

(iii)             war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

(iv)             decision of a government authority in relation to COVID-19, or other epidemic or pandemic, to the extent the occurrence affects the Affected Party’s ability to perform the obligation.

(b)              If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:

(i)               reasonable details of the Force Majeure Event; and

(ii)              so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.

(c)              Subject to compliance with clause 7(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.

(d)              The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.

8.                GENERAL

(a)              (Governing law) This agreement is governed by the law applying in New South Wales, Australia.

(b)              (Jurisdiction) Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia, 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.

(c)              (Electronic Signatures) If these Terms are to be signed, the parties consent to the use of electronic signatures for the purpose of executing these Terms.

(d)              (Amendments) These Terms may only be amended by Matching Angel in accordance with the Terms.

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

(f)               (Joint and Severable Liability) An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

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

(h)              (Further acts) Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to these Terms.

(i)               (Assignment) A party cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the other party.

(j)               (Entire Terms) These Terms embody the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of the Terms.

(k)              (Interpretation) In these Terms, the following rules of interpretation apply:

(i)               (singular and plural) words in the singular includes the plural (and vice versa);

(ii)              (gender) words indicating a gender includes the corresponding words of any other gender;

(iii)             (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;

(iv)             (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;

(v)              (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(vi)             (these Terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these Terms, and a reference to these Terms includes all schedules, exhibits, attachments and annexures to it;

(vii)            (document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time;

(viii)           (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(ix)             (includes) the word "includes" and similar words in any form is not a word of limitation; and

(x)              (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.