Legal

Customer Terms and Conditions

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, unless the context otherwise requires:

Agreement means these terms and conditions, including the Contract Particulars, and any terms incorporated by reference to the Website;

BMP means BuyMyHome(Agency) Pty Ltd (ACN 143 987 722) and its agents, servants and employees and any related bodies corporate as defined in the Corporations Act 2001 (Cth);

Business Day means a day, not being a Saturday, Sunday or Public Holiday in the Jurisdiction;

Claim means any claim, demand, remedy, suit, action, proceeding, right of action, claim for compensation or claim for abatement of any monetary obligation, whether arising under contract (including this Agreement), in tort (including negligence), at common law, in equity, under statute, under an indemnity or otherwise;

Commencement Date means the date the Customer accepts this Agreement and pays the Service Fee to BMP;

Consequential Loss means any loss or damage suffered by a party or any other person which is indirect or consequential, including but not limited to loss of revenue, loss of income, loss of business, loss of profits, loss of goodwill or credit, loss of business reputation, future reputation or publicity, loss of use, loss of interest, damage to credit rating, or loss or denial of opportunity;

Conveyancing Services means the services of a conveyancer to act on behalf of the vendor of the Property promoted by BMP;

Contract Particulars means those particulars inputted at the time of establishing the Customer’s online account with BMP, as may be amended from time to time in accordance with this Agreement;

Consumer Law means the Australian Consumer Law or any other applicable consumer protection laws or regulations of a State or Territory;

Customer means the Customer specified in the Contract Particulars including that person’s or those persons’ agents, servants and employees and any related bodies corporate as defined in the Corporations Act 2001 (Cth);

GST has the meaning given to that term in the A New Tax System (Goods and Services Tax) 1999 (Cth);

Jurisdiction means the State of Victoria;

Listing Party means a third partywebsite provider which lists the Property for sale or lease (as applicable) on its website;

Loss means any loss or damage whatsoever and howsoever caused and includes, without limitation, injury to or death of any person, damage to any real or personal property (including intellectual property) of any person, loss of income or profits, actual or prospective liability to any third party, any legal costs and any indirect or Consequential Loss or damage;

Property means the property specified in the Contract Particulars;

Service Fee means the fee for the Services as specified on the Website as at the Commencement Date for the Services;

Services means the services to be provided by BMP to the Customer as specified on the Website as at the Commencement Date and confirmed in the tax invoice provided to the Customer for the Service Fee, and any other services agreed between BMP and the Customer from time to time; and

Website means BMP’s website at www.buymyplace.com.au.

1.2 Interpretation

In this Agreement, unless the context otherwise

1. a reference to time is a reference to time in the Jurisdiction;
2. clause and subclause headings are for reference purposes only;
3. the singular includes the plural and vice versa;
4. a reference to a person includes any other entity recognised by law and vice versa;
5. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
6. the use of the word includes or including is not to be taken as limiting the meaning of the words preceding it; and
7. when a thing is required to be done or money is required to be paid under this Agreement on a day which is not a Business Day, the thing must be done and the money paid on the immediately preceding Business Day.

2. Provision of Services

2.1 Appointment

The Customer appoints BMP to provide the Services and BMP accepts that appointment on the terms of this Agreement.

2.2 Provision of Services

In this Agreement, unless the context otherwise

1. Subject to clause 3, BMP will use its reasonable endeavours to perform the Services in a timely manner. Any change to the Services requested by the Customer will be at the absolute discretion of BMP and may be subject to additional fees payable by the Customer.
2. There is no minimum term for this Agreement. The Property will be listed until the earlier of:
   1. the Customer updating their listing status to Sold,
   2. notifying BMP the Property has been sold or otherwise instructing BMP to remove the listing, or
   3. 2 years from the Commencement Date when BMP may remove the listing at its absolute discretion. If requesting BMP to remove the listing on behalf of the Customer, all requests must be addressed to [email protected]. BMP requires at least 3 business days’ notice of a Customer’s instruction to remove a listing.

2.3 Third parties

1. The Customer authorises BMP to:
   1. list for sale or lease (as applicable) the Property on Listing Party websites and the Customer agrees to be bound by the terms and conditions of those Listing Parties for such listings. BMP does not guarantee the availability, continuityor performance of these Listing Party websites; and
   2. procure any third or related party to provide any part of the Services, as agent for the Customer.
2. The Customer acknowledges and agrees the provision of the Services may be subject to the availability of third parties, including Listing Parties, in relation to which BMP has no or limited control over.
3. To the extent BMP procures any third party to provide any part of the Services, while BMP will take reasonable measures to procure those third parties to properly execute their commitment in a proper and timely manner, BMP does not act as broker or agent for those third parties and will not be responsible for any delay or failure by any third party to do so.

3. Customer’s Obligations

The Customer must:

1. provide the following information to BMP so BMP can appropriately provide the Services;
   1. photographs of the Property (if required for the Services),
   2. completed listing application form with Property details,
   3. photographic identification of each Customer, or, if the Customer is a corporation, photographic identification of a director along with a copy of the current ASIC Company Extract demonstrating that the individual is a director of the Customer;
   4. rates notice or copy of the Certificate of Title of the Property; and
   5. if the Customer is not the registered proprietor of the Property, proof of their authorisation to handle the sale or lease on the proprietor’s behalf. (For example: a copy of the power of attorney, or proof of directorship of the company that owns the property, orcopy of the trust deed if the property is held on trust).
2. promptly provide BMP with any information that may affect the manner, timing or cost of performing any Services;
3. not impede or interfere with BMP or its personnel in the performance of any Services (other than on an urgent basis where the health or safety of any person or any property may be at risk).
4. where necessary, provide BMP with sufficient access to the Property to enable BMP to perform the Services;
5. not under any circumstances enter its contact details including contact name, contact number, email address etc on a listing with a Listing Party; and
6. act in good faith and in a professional and courteous manner towards BMP in relation to this Agreement and the Services.‘Failure to provide this information does not discharge the Customer’s financial obligations under this Agreement.

4. Service Fee

1. The Customer must pay the Service Fee in full, and without deduction, retention or set-off of any kind before BMP is obliged to provide the Services.
2. The Customer acknowledges that BMP is under no obligation to provide the Services until it has confirmed the Customer’s acceptance of this Agreement and payment of the Service Fee.

5. Warranties

Each of the parties represents and warrants to the other that:

1. it has the requisite power and authority to enter into this Agreement and to carry out the obligations contemplated by this Agreement;
2. this Agreement has been duly executed by it and is a legal, validand binding Agreement enforceable against it; and
3. it has not, and it has not received notice that a third party has, taken any steps in relation to it to wind it up, appoint a controller or administrator, seize or take possession of any of its assets or make an arrangement, compromise or composition with any of its creditors.

5.1 Customer’s warranties and acknowledgements

1. The Customer warrants to BMP that it is one of the following:
   1. the registered proprietor of the Property, acting with the authority of all other joint proprietors or tenants in common;
   2. the director of the registered proprietor of the Property acting with the approval of the board of directors of the registered proprietor;
   3. acting pursuant to a legally enforceable power of attorney from the registered proprietor of the Property that has not been revoked;
   4. the trustee of a trust that is the registered proprietor of the Property and is acting in accordance with the relevant trust deed;
2. acting as a mortgagee in possession of the Property;
3. acting as the executor of or pursuant to a grant of probate in relation to the estate of the registered proprietor that authorises the Customer to sell the Property; or
4. acting pursuant to an order of a court of a State or Territory in Australia that authorises the Customer to sell the Property.
5. The Customer warrants that any information provided to BMP in the Contract Particulars or during the course ofthe Services is accurate, complete, and not misleading in any way. The Customer acknowledges that BMP is not responsible for verifying any information provided by the Customer.
6. The Customer acknowledges and agrees that:
   1. BMP assists the Customer to conduct a private sale or lease (as applicable) of the Property by providing marketing services and does not act on behalf of the Customer in relation to a sale or lease (as applicable);
   2. BMP is not acting as a real estate agent, or any equivalent designation, of the Customer, for the purposes of any State or Territory legislation;
   3. in particular, for the purposes of the Property Stock and Business Agent Act 2002 (NSW) and the Agents Act 2003 (ACT), BMP does not act on behalf of the Customer in relation to a sale and therefore will not conduct preliminary physical inspection of the Property; and
   4. BMP is not responsible for, and makes no guarantee of, a successful the sale or lease (as applicable) of the Property by the Customer.

5.2 BMP’s warranties

To the extent permitted by law, all warranties and conditions that are capable of exclusion and would, apart from this provision, form part of this Agreement, are expressly excluded.

6. Third party conveyancing services

6.1 Definition

In this clause 6, Conveyancer means LawlabPty Ltd or any related entity of LawlabPty Ltd, trading as “Lawlab” or “LawlabConveyancing”.

6.2 Terms and conditions

Where the Customer makes a request to acquire Conveyancing Services through the facility made available by BMP for the purpose, the Customer:

1. acknowledges that BMP is not the provider of the Conveyancing Services, and that the Conveyancing Services are provided by the Conveyancer;
2. the terms on which the Conveyancing Services will be supplied are those terms communicated to the Customer by the Conveyancer or as otherwise agreed;
3. represents and warrants that the Customer is authorised to acquire the Conveyancing Services for and on behalf of the proprietor of the Property on the terms of this Agreement;
4. appoints BMP:
   1. to refer the Customer’s relevant contact details, including details of the Property and details of the proprietor of the Property, to the Conveyancer (Referral); and
   2. to hold an amount equal to the Conveyancing Services Fee (Conveyancing Payment), paid to BMP by the Customer for the purpose of applying same to the Conveyancing Services Fee, as agent for the Customer and either:
      1. at BMP’s election:
         • pay the Conveyancing Services Fee from the Conveyancing Amount (less any Referral Fee) when due and payable to the Conveyancer upon provision of the Conveyancing Services; or
         • depositing the Conveyancing Payment with the Conveyancer in anticipation of the Conveyancer performing the Conveyancing Services; or
      2. to the extent not otherwise paid to the Conveyancer in accordance with foregoing, BMP returning same to the Customer within 10 business days of a request by the Customer to do so;
5. agrees and acknowledges that BMP will receive a financial benefit from the Conveyancer (Referral Fee) should the Conveyancer provide Conveyancing Services for the Property arising from the Referral; and
6. acknowledges and agrees that, if so agreed between BMP and the Conveyancer, BMP may retain the Referral Fee from the Conveyancing Payment, provided that the Conveyancer agrees with BMP that neither the Customer nor the proprietor of the Property will have any additional liability to the Conveyancer for payment of the Conveyancing Services Fee beyond the Conveyancing Payment (less the Referral Fee);
7. agrees and acknowledges that none of BMP, nor its officer, employees or agents make any representation or warranty regarding the Conveyancer or the Conveyancing Services, including the Conveyancer’s licence or authority at law to provide the Conveyancing Services or the standard or quality of the Conveyancing Services); and
8. indemnifies BMP, its officers, employees and agents, for any loss or damage suffered in connection any claim by, or on behalf of, the Conveyancer, whether in contract, tort or otherwise, arising from any act, omission or representation of the Customer or proprietor of the Property.

6.3 Limitation of liability

Without limiting the effect of clause 9, to the fullest extent permitted by law, BMP will not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for or relating to the performance of the Conveyancing Services or any other act or omission by the Conveyancer.

6.4 Survival

This clause 6 will survive termination of this Agreement.

7. Intellectual property

1. All intellectual property rights including, without limitation, trademarks, service marks, trade names, patents, designs, copyright and other rights used in the provision of the Services or embodied in the Website (whether registered, registrable or not) (Intellectual Property Rights) are the sole property of BMP and must not be used without express written consent.
2. The purchase of Services under this Agreement does not confer on the Customer any licence or assignment of any Intellectual Property Right throughout the world that subsists in the Services, inthe Website or is otherwise held by BMP.
3. The Customer must not reproduce, copy, edit, publish, transmit or upload BMP’s materials in any way without BMP’s express written permission.

8. Termination

1. BMP may terminate this Agreement by written notice to the Customer if the Customer:
   1. breaches any term of this Agreement and the breach is not capable of remedy or the Customer does not remedy that breach within fourteen (14) days of written notice by BMP;
   2. becomes insolvent, or commits any act of insolvency, compounds with its creditors, has judgment entered against it in any court or, being a company, has a provisional liquidator, liquidator, receiver, receiver manager or administrator appointed (an “Insolvency Event”);
   3. being a partnership, dissolves, threatensor resolves to dissolve or is in jeopardy of dissolving; or
   4. being a natural person, dies.
2. If BMP gives the Customer a notice under clause 8 paragraph 1:
   1. any and all sums then outstanding will become immediately due and payable to BMP if the Customer suffers an Insolvency Event, or defaults in paying any other sums due to BMP, notwithstanding the provisions of any other clause in this Agreement;
   2. BMP may, in addition to terminating this Agreement:
      1. retain the Service Fee and any other moneys paid by or on behalf of the Customer;
      2. be regarded as discharged from any further obligations under this Agreement; and
      3. pursue any additional or alternative remedies provided by law.
3. Subject to clause 2.2.2, either party may terminate this Agreement at its convenience after the first anniversary of the Commencement Date by written notice to the other party.

9. Limitation of liability

1. Except where legislation prevents BMP’s liability from being limited, or where a limitation of liability would otherwise render BMP liable to a penalty, BMP’s liability in connection with the provision of Services is limited, to the extent permitted by law, to any one of the following as determined by BMP in its sole discretion:
   1. BMP providing the Services again; or
   2. BMP refunding the Service Fee paid by the Customer.
2. To the extent the law permits and notwithstanding any other clause of this Agreement, BMP excludes all liability whatsoever to the Customer for any Consequential Loss.
3. Nothing in this Agreement seeks to limit, restrictor exclude any of the Customer’s rights to the extent that they cannot be limited, restricted or excluded under any applicable Consumer Law.

10. Indemnity

The Customer agrees to indemnify, and keep indemnified, BMP from and against any Loss or claims, including any third party claims, arising out of a breach of this Agreement by the Customer or any person authorised to represent the Customer.

11. Release

Except where legislation cannot be excluded or would make this clause illegal, or where the inclusion of this clause would otherwise make BMP liable to a penalty, the Customer releases BMP from any claim that is made against BMP for damages or otherwise in respect of any Loss, damage, death or injury arising from negligence or otherwise caused directly or indirectly by or arising from the provision of Services except to the extent that such Loss, damage, death or injury has been caused by BMP.

12 General

12.1 Severance

If any provision of this Agreement or its application to any person or circumstance is or becomes invalid, illegal or unenforceable, the provision shall, so far as possible, be read down to such extent as may be necessary to ensure that it is not invalid, illegal or unenforceable. If any provision or part of it cannot be so read down the provision or part of it shall be deemed to be void and severable and the remaining provisions of this Agreement shall not in any way be affected or impaired.

12.2 Variation and assignment

This Agreement may be varied by agreement between the parties in writing or verbally (where sales agent of BMP). The Customer must not assign its rights under this Agreement without BMP’s prior written consent.

12.3 Governing law and jurisdiction

This agreement is governed by the law of the State of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria and waives any right to claim that those courts are an inconvenient forum.

12.4 GST and other taxes and duties

1. If GST is payable by a supplier (or by the representative member for a GST group of which the supplier is a member) on any supply made under or in relation to this Agreement, the recipient must pay to the supplier an amount (GST Amount) equal to the GST payable on the supply. The GST Amount is payable by the recipient in addition to and at the same time as the net consideration for the supply.
2. If a party is required to make any payment or reimbursement, that payment or reimbursement must be reduced by the amount of any input tax credits or reduced input tax credits to which the other party (or the representative member for a GST group of which it is a member) is entitled for any acquisition relating to that payment or reimbursement.
3. This clause is subject to any other specific agreement regarding the payment of GST on supplies.
4. Unless otherwise stated, any reference in this Agreement to a fee, cost, expenseor other similar amount is a reference to that amount exclusive of GST.

12.5 Waiver

Waiver by BMP of a breach of this Agreement or of any right or power arising on a breach of this Agreement must be in writing and signed by BMP. A right or power created or arising on a breach of this Agreement is not waived by any failure to exercise or delay in exercising, or a partial exercise of, that or any other right or power.

12.6 No right to offset

No amount owing whether present, future, actual, contingent or prospective and on any account whatsoever by the Customer to BMP may be offset against any amount owing whether present, future, actual, contingent or prospective of the Customer to BMP hereunder on any other account whatsoever.

12.7 Third parties

This Agreement confers rights only upon a person expressed to be a party, and not upon any other person.

12.8 Entire Agreement and inconsistency

1. This Agreement expresses and incorporates the entire agreement between the parties in relation to the provision of the Services and the Customer agrees that this Agreement will in all circumstances prevail over any other document, or other terms.
2. Subject to clause 12.8.3, this Agreement supersedes and excludes all prior and other discussions, dealings, representations (contractual or otherwise) and arrangements relating to the provision of Services including but not limited to those relating to the performance of those Services or the results that ought to be expected from the Services.
3. If there is an inconsistency between any other terms agreed by the Customer and BMP in writing and/or this Agreement, the terms agreed by the Customer and BMP in this Agreement will prevail to the extent of any inconsistency

12.9 Remedies

The rights of a party under this Agreement are cumulative and not exclusive of any rights provided by law.

12.10 Privacy

1. The Customer will act in accordance with BMP’s privacy policy, a copy of which is available on the Website, which may be amended from time to time.
2. The Customer authorises BMP to use all information, including personal information, that the Customer provides to BMP and authorises BMP to share this information with third parties where such disclosure is reasonably required for BMP to provide the Services or required by law.
3. BMP will take reasonable steps to preserve the security of the Customer’s personal information.

12.11 Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together are deemed to constitute one and the same document.

Website Terms and Conditions

These terms and conditions apply to the use of the Website. In using the Website, you agree to be bound by these terms and conditions as amended from time to time. If you do not accept these terms and conditions, you must refrain from using the Website. These terms and conditions must be read in conjunction with any other applicable terms and conditions governing the use of this Website and its related products and services.

1. Definitions

In these terms and conditions:

BMP, we, us and our means BuyMyHome Pty Ltd ACN 126 563 746;

Customer means a property seller or landlord who lists its property for sale or rent, respectively, with us pursuant to separate terms and conditions;

Linked Website means a website that is hyperlinked from the Website or whose URL we disclose on the Website; and

Website means the website maintained by us and presently found at the URL,https://www.buymyplace.com.au/.

2. Amendments to terms and conditions

We reserve the right to amend these terms and conditions from time to time. Amendments will be effective immediately upon being posted on the Website. Your continued use of the Website following such posting will represent an agreement by you to be bound by the terms and conditions as amended. It is your responsibility to check these terms regularly for changes.

3. Website content

All information provided by us on the Website is provided in good faith. You accept that any information provided by us is general information and is not in the nature of advice. We derive our information from sources that we believe to be accurate and up to date as at the date of publication and we reserve the right to update this information at any time. We publish or make available on the Website information, advertisements, rental and property listings and other content supplied and posted by our Customers and other third parties. We do not warrant, represent, authorise or endorse the reliability, accuracy or completeness of any such material published on the Website, including, but not limited to, any representation or warranty that the properties are as described by the Customer or owned by the Customer. We are not liable for any loss resulting from any action taken or reliance made by you on any information or material posted by another person on the Website. We make no representations or warranties that your access to or use of the Website will be uninterrupted, timely or secure. We are not liable for any loss resulting from any action taken or reliance made by you on any information or material posted by us or our Customers. You should make your own inquiries and seek independent advice from relevant industry professionals before acting or relying on any information or material which is posted by any person on the Website. We do not accept any responsibility or liability for any use or misuse that you or any other person make or information or material that you obtain or submit using the Website. If you download any material from the Website, you acknowledge that we are not liable to you for any loss or damage, however caused, arising from the downloading or subsequent use of the downloaded material. You must not adapt, reproduce, store, distribute, transmit, print, display, publish or create derivative works from any downloaded material. In addition, you must not commercialise any information, products or services from the downloaded material.

4. Specific warnings

You must ensure that your access to and use of this Website is not illegal or prohibited by laws that apply to you. You must take your own precautions to ensure that the process that you employ for accessing this Website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. We do not accept responsibility for any interference or damage to any computer system that arises in connection with your use of this Website or any Linked Website. We do not accept liability for any losses arising directly or indirectly from corruption to or loss of data, errors or interruptions, any suspension or discontinuance of the Website, any transmissions by others in contravention of these terms and conditions. You indemnify us and our related bodies corporate and our directors, employees and agents against any claim by a third party arising out of a breach of these terms and conditions either by you or by any person authorised to represent you. Responsibility for the content of any advertisements appearing on this Website (including hyperlinks to advertisers’ websites) rests solely with the advertisers. The placement of such advertisements does not constitute a recommendation or endorsement by us of the advertisers’ products or services, and each advertiser is solely responsible for any representations made in connection with its advertisement.

5. Copyright

Copyright in this Website (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by us. Other than for the purposes of, and subject to the conditions prescribed under, theCopyright Act1968 (Cth) and similar legislation that applies in your location, and except as expressly authorised by these terms and conditions, you must not, unless we give you our written permission, do any of the following in any form or by any means:

1. adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this Website; or
2. commercialise any information, products or services obtained from any part of this Website.

6. Trade marks

Except where otherwise specified, any word or device to which is attached the ® symbol is a registered trade mark. If you use any of our trade marks in reference to our activities, products or services, you must include a statement attributing that trade mark to us. You must not use any of our trade marks:

1. in or as the whole or part of your own trade marks;
2. in connection with activities, products or services which are not ours;
3. in a manner which may be confusing, misleading or deceptive; or
4. in a manner that disparages us or our information, products or services (including this Website).

7. Restricted use

Unless we agree otherwise in writing, you are provided with access to and use of this Website only for your personal use. You must not forward, on-sell or otherwise use information obtained from this Website for commercial purposes without our written permission.

8. Linked Websites

Links to Linked Websites are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or privacy practices associated with Linked Websites. Content provided through Linked Website is provided “as is” and without any warranty of any kind, including as to quality, accuracy or completeness. To the extent permitted by law, you release us from liability arising from your access to or use of any Linked Websites. Your access to and use of any Linked Website is governed by, and subject to, the terms and conditions applicable to that Linked Website. Our links with Linked Websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those Linked Websites, or of any information, graphics, materials, products or services referred to or contained on those Linked Websites, unless and to the extent otherwise stated.

9. Disclaimer

Any statements or opinions posted by any person on this Website, including by any of our employees, contractors or Customers in a blog or forum on this Website, are strictly those of the relevant author and not us. We do not review, approve or endorse the contents of comments posted by third parties or Customers, and do not accept responsibility for any loss, damage, harm or injury occasioned by unlawful, offensive, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, discriminatory, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable material available on the Website. We do not warrant that any material you submit to the Website will be protected against loss, misuse or alteration by third parties. We do not warrant that we will post your information or material on the Website. If we elect in our sole discretion to post your information or material on the Website, we do not warrant that the material or information you submit will be posted within a certain timeframe. We do not accept responsibility for any loss damage, however caused (including through negligence), that you may directly or indirectly suffer in connection with your use of this Website or any Linked Website, nor do we accept any responsibility for any such loss arising out of your use of or reliance on information contained on or accessed through this Website. We make no guarantee of any specific results from the use of the Website.

10. Australian Consumer Law

These terms and conditions do not exclude, restrict or modify any rights or statutory guarantees that you may have under applicable laws that cannot be excluded, restricted or modified, including any such rights or statutory guarantees under the Australian Consumer Law. To the extent that these terms and conditions are found to exclude, restrict or modify any such rights or statutory guarantees, those rights and/or statutory guarantees prevail to the extent of the inconsistency.

11. Governing law

These terms and conditions are governed by the law of the State of Victoria, Australia. You agree to submit to the non-exclusive jurisdiction of the courts of that jurisdiction and waive any right to claim that those courts are an inconvenient forum.

12. General

We accept no liability for any failure to comply with these terms and conditions where such failure is due to circumstances beyond our reasonable control. Waiver by us of a breach of these terms and conditions or of any right or power arising on a breach of these terms and conditions must be in writing and signed by us. A right or power created or arising on a breach of these terms and conditions is not waived by any failure to exercise or delay in exercising, or a partial exercise of, that or any other right or power. Any provision of these terms and conditions that is expressed to survive, or by its nature survive, termination or expiry of these terms and conditions will survive such termination or expiry and continue in effect. If any provision of these terms and conditions or their application to any person or circumstance is or becomes invalid, illegal or unenforceable, the provision shall, so far as possible, be read down to such extent as may be necessary to ensure that it is not invalid, illegal or unenforceable. If any provision or part of it cannot be so read down the provision or part of it shall be deemed to be void and severable and the remaining provisions of these terms and conditions shall not in any way be affected or impaired.