1. DEFINITIONS, LEGAL NATURE AND BINDING EFFECT

1.1 These General Terms and Conditions (the “Terms”) constitute a legally binding agreement between WIZBAY LTD, a company duly incorporated and existing under the laws of the Republic of Cyprus, with its registered office at [●] (hereinafter referred to as “WizBay” or the “Company”), and any natural or legal person who accesses, browses, registers an account on, lists goods through, purchases goods from, or otherwise uses the WizBay online marketplace platform (the “Platform”), whether as a buyer, seller or visitor (collectively referred to as the “User”).

1.2 For the purposes of these Terms, “Buyer” means any User who purchases or seeks to purchase goods through the Platform, and “Seller” means any independent third-party vendor, whether acting in a professional or business capacity, who lists, offers or sells goods through the Platform. WizBay shall be deemed neither a Buyer nor a Seller for the purposes of any transaction concluded through the Platform.

1.3 WizBay operates the Platform strictly as an electronic marketplace and commercial intermediation service. WizBay does not act as seller, merchant of record, distributor, agent, reseller, consignee, warehouse operator or manufacturer in relation to any goods listed or sold through the Platform, and does not acquire legal title to, possession of, or risk in such goods at any time, save where mandatory law expressly provides otherwise.

1.4 Each transaction concluded through the Platform gives rise to a contract of sale formed directly and exclusively between the Buyer and the Seller. All obligations arising from such contract, including but not limited to obligations relating to delivery, conformity, safety, statutory warranties, refunds, returns, replacement, after-sales service and compliance with consumer protection legislation, rest with the Seller, subject always to WizBay’s dispute-resolution, enforcement and compliance powers as set out in these Terms.

1.5 By accessing or using the Platform in any manner whatsoever, the User acknowledges that they have read, understood and irrevocably accepted these Terms in their entirety. If the User does not agree to be bound by these Terms, the User must immediately cease all use of the Platform.

1.6 WizBay reserves the right to amend, revise or restate these Terms at any time. Any amendment shall take effect upon publication on the Platform. Continued access to or use of the Platform following publication of amended Terms shall constitute conclusive acceptance of the revised agreement.

1.7 These Terms prevail over any prior terms, representations or understandings relating to the use of the Platform. In the event of any inconsistency between these Terms and any other policy, guideline or document published by WizBay, the following order of precedence shall apply:

(a) mandatory provisions of applicable law;

b) these Terms;

c) the Seller Terms and Conditions, where applicable;

d) the Returns and Refund Policy, Shipping Policy, Privacy Policy and Cookies Policy, in relation to their respective subject matter.

2. LEGAL CHARACTERISATION OF THE PLATFORM AND ROLE OF WIZBAY

2.1 The Platform constitutes an online marketplace within the meaning of applicable Cyprus and European Union legislation, enabling Buyers and Sellers to identify one another, communicate, conclude contracts of sale and arrange payment and delivery of goods by electronic means.

2.2 WizBay’s role is limited to the provision and operation of technological infrastructure, including user interfaces, listing tools, communication channels, payment processing integration through regulated payment service providers, logistics coordination features where applicable, and an internal dispute-management and compliance-enforcement system.

2.3 WizBay does not inspect, test, certify, warehouse, package, label or ship goods offered by Sellers, nor does WizBay verify the accuracy of product descriptions or the legality, safety, quality or conformity of goods, except to the extent required to comply with statutory obligations or to protect the integrity of the Platform.

2.4 Nothing in these Terms shall be construed as creating any partnership, joint venture, agency, fiduciary or employment relationship between WizBay and any Seller or Buyer. Sellers act exclusively in their own name and on their own behalf when offering goods for sale through the Platform.

3. FORMATION OF CONTRACTS AND ALLOCATION OF RISK

3.1 A binding contract of sale between Buyer and Seller is formed at the moment an order placed by the Buyer through the Platform is accepted by the Seller, whether expressly or implicitly in accordance with the operational rules of the Platform and the dispute-management system described in these Terms.

3.2 Legal title to and risk in the goods pass directly from Seller to Buyer in accordance with the applicable contract of sale and governing law. At no time does title to or risk in the goods vest in WizBay.

3.3 WizBay shall not be liable for any failure by a Seller to perform its obligations under a contract of sale, including failure to deliver goods, delayed delivery, delivery of defective or non-conforming goods, or refusal to honour statutory consumer rights, save where WizBay is required by mandatory law to intervene or where WizBay exercises its dispute-resolution authority under these Terms.

3.4 The User expressly acknowledges that WizBay may, in order to ensure compliance with consumer protection law and maintain trust in the Platform, intervene in transactions by enforcing refunds, returns or other remedial measures through its dispute-management system, and that such intervention does not render WizBay a party to the contract of sale.

4. USER ELIGIBILITY, REGISTRATION, VERIFICATION AND ACCOUNT STATUS

4.1 Access to certain functionalities of the Platform, including the ability to place orders, list goods, receive payments or participate in the dispute-management process, is conditional upon the creation and maintenance of a registered user account. By registering an account, the User represents and warrants that they possess full legal capacity to enter into binding contractual relationships under applicable law and, where acting on behalf of a legal entity, that they have obtained all necessary corporate, statutory and internal authorisations to bind such entity.

4.2 WizBay reserves the right to restrict or prohibit access to the Platform, in whole or in part, to any person who does not meet the eligibility criteria determined by WizBay in accordance with applicable law, regulatory obligations, risk-management considerations or internal compliance policies. Such criteria may include, without limitation, age requirements, jurisdictional restrictions, sanctions compliance, prior account history, fraud indicators or repeated policy violations.

4.3 In order to comply with legal, regulatory and payment-processing obligations, including but not limited to anti-money laundering, counter-terrorist financing, sanctions screening, fraud prevention and tax-reporting requirements, WizBay may require the User, at any time and at its sole discretion, to provide information and documentation for the purposes of identity, business and financial verification. Such information may include, without limitation, government-issued identification documents, proof of address, company incorporation certificates, registers of directors and shareholders, beneficial ownership declarations, tax identification numbers, VAT registration details, bank account verification and any other information reasonably required by WizBay or by its payment service providers.

4.4 The User undertakes that all information provided to WizBay, whether at the time of registration or subsequently, shall be accurate, complete, up to date and not misleading. The User further undertakes to promptly notify WizBay of any change affecting such information. WizBay shall not be responsible for any loss, delay or restriction arising from inaccurate, incomplete or outdated information supplied by the User.

4.5 WizBay may refuse to create an account, suspend an existing account, limit account functionalities, withhold or delay payments, freeze balances, remove listings or terminate the User’s access to the Platform where the User fails to provide requested verification information, where verification cannot be satisfactorily completed, or where WizBay reasonably suspects that the information provided is false, inconsistent, fraudulent or otherwise non-compliant with applicable law or internal compliance standards. Such measures may be taken without prior notice where immediate action is required to protect the Platform, Users, payment systems or regulatory compliance.

4.6 The User acknowledges and agrees that the completion and maintenance of verification requirements is a continuing obligation and that WizBay may re-initiate verification procedures at any time, including following changes in applicable law, payment service provider requirements, transaction volumes, dispute activity or risk profile. Failure to cooperate with such re-verification shall constitute a material breach of these Terms.

4.7 Each User is responsible for maintaining the confidentiality and security of their account credentials, including usernames, passwords, authentication codes and access devices. Any action carried out through a User’s account shall be deemed to have been carried out by the User, whether or not authorised, unless the User has promptly notified WizBay of unauthorised access and WizBay has had a reasonable opportunity to take protective measures. WizBay shall not be liable for any loss or damage arising from unauthorised use of a User account attributable to the User’s failure to safeguard credentials or devices.

4.8 WizBay may implement technical and organisational security measures, including multi-factor authentication, session monitoring, device verification, geographic or behavioural risk analysis, and temporary access restrictions, for the purpose of safeguarding accounts and transactions. The User agrees to comply with such measures and acknowledges that refusal or circumvention may result in account limitation or suspension.

4.9 Communications, notifications, warnings, verification requests, dispute-related messages, decisions and amendments delivered through the Platform interface, by electronic message or by email shall constitute valid legal notice and shall be deemed received by the User at the time of transmission, irrespective of whether the User actually accesses or reads such communication, provided that no technical failure preventing delivery is evident.

4.10 The User acknowledges that no property right, ownership interest or vested entitlement is created in relation to a user account. WizBay retains the contractual right, subject to applicable law, to modify, restrict, suspend or terminate accounts and associated privileges in accordance with these Terms, including where necessary to enforce compliance, manage disputes, prevent fraud or respond to legal or regulatory requirements.

5. USE OF THE PLATFORM, USER CONDUCT AND ENFORCEMENT POWERS

5.1 The User undertakes to use the Platform solely for lawful purposes and in full compliance with these Terms, all applicable laws and regulations, and any policies, guidelines or instructions published by WizBay from time to time. The User shall not use the Platform in any manner that is fraudulent, deceptive, abusive, misleading, unlawful or otherwise detrimental to the integrity, security or proper functioning of the Platform or to the legitimate interests of WizBay, other Users or third parties.

5.2 Without prejudice to the generality of Clause 5.1, the User shall refrain from engaging in any conduct which has the purpose or effect of circumventing, manipulating or undermining the Platform’s operational rules, technical safeguards, payment infrastructure or dispute-management system. Such prohibited conduct includes, without limitation, directing Buyers or Sellers to transact outside the Platform, offering or requesting alternative payment methods, creating or operating multiple accounts to evade enforcement actions, misusing promotional mechanisms, manipulating listings, ratings or reviews, or attempting to influence dispute outcomes through coercion, intimidation or misrepresentation.

5.3 The User shall not interfere with, reverse-engineer, copy, scrape, extract or otherwise misuse the Platform’s software, algorithms, databases, interfaces or security mechanisms, nor deploy automated scripts, bots or other technological means intended to distort Platform operations, collect data without authorisation or degrade service availability. Any attempt to access the Platform by unauthorised means or to compromise its technical infrastructure shall constitute a material breach of these Terms.

5.4 The User acknowledges that WizBay employs a combination of automated systems and human oversight to monitor Platform activity, enforce these Terms, detect prohibited conduct, manage disputes and ensure regulatory compliance. WizBay may take such monitoring and enforcement actions as it deems reasonably necessary or appropriate, including algorithmic analysis, manual review, content moderation, listing suppression, account restriction, suspension or termination, without being obliged to disclose the specific criteria, thresholds or methodologies applied, except where disclosure is required by law.

5.5 WizBay reserves the right, at its sole discretion and subject to applicable law, to take immediate enforcement action where it reasonably believes that a User has engaged in conduct in breach of these Terms, poses a risk to other Users, the integrity of the Platform, payment systems or regulatory compliance, or is otherwise acting in a manner inconsistent with the purpose of the Platform. Such enforcement action may include, without limitation, the removal or disabling of listings, the suspension of transactional privileges, the freezing or withholding of funds, the imposition of usage limitations, or the termination of the User’s account.

5.6 The User expressly acknowledges and agrees that enforcement measures may be taken without prior notice where urgent action is required to prevent harm, fraud, regulatory breach or abuse, and that WizBay shall not be liable for any loss, damage or inconvenience suffered by the User as a result of such measures, save where mandatory law provides otherwise.

5.7 Any failure by WizBay to exercise, or delay in exercising, any right, power or remedy under these Terms shall not constitute a waiver thereof, nor shall any single or partial exercise preclude further exercise of that or any other right or remedy. WizBay’s rights and remedies under these Terms are cumulative and without prejudice to any other rights or remedies available at law or in equity.

5.8 The User acknowledges that compliance with these Terms, including adherence to Platform rules and dispute-management outcomes, is a condition of continued access to and use of the Platform, and that repeated or serious breaches may result in permanent exclusion from the Platform.

6. DISPUTE RESOLUTION SYSTEM, RETURNS, REFUNDS AND ENFORCEMENT MECHANISM

6.1 WizBay operates an integrated dispute resolution and transaction enforcement system designed to address disagreements, claims and issues arising between Buyers and Sellers in connection with transactions concluded through the Platform, including but not limited to disputes relating to non-delivery, delayed delivery, defective or non conforming goods, misdescription, damage, loss, refund requests and return requests. The User expressly acknowledges and agrees that this system constitutes the primary mechanism for resolving such disputes within the Platform environment.

6.2 By using the Platform, each Buyer and Seller irrevocably consents to the application of WizBay’s dispute resolution system, including its automated processes, time-based triggers, fraud-detection logic and administrative determinations, and agrees that outcomes generated by or pursuant to this system shall be legally binding as between Buyer and Seller, subject only to the mandatory rights afforded to consumers under applicable law.

6.3 WizBay’s dispute resolution system operates on the basis of differentiated procedural flows, which may include a standard or “clean” flow and one or more enhanced review or fraud-flagged flows. WizBay retains exclusive discretion to determine, based on transaction data, behavioural indicators, logistical information, historical activity, value thresholds or other risk signals, which procedural flow shall apply to a given dispute. The User acknowledges that the criteria, algorithms and internal thresholds used for such determination form part of WizBay’s confidential risk- management processes and are not required to be disclosed.

6.4 Where a Buyer initiates a return or refund request in accordance with the Platform’s procedures, the Seller shall be notified electronically and shall be afforded a defined period within which to respond, approve, contest or otherwise address the request. Unless otherwise specified by WizBay due to fraud-flagging or exceptional circumstances, the Seller shall respond within forty-eight (48) hours from notification. Failure by the Seller to take any action within such period shall entitle WizBay to deem the return or refund request approved, and such deemed approval shall be binding on the Seller.

6.5 In cases where a return has been approved, whether expressly by the Seller or by operation of the system, the Buyer shall be required to dispatch the goods within the timeframe prescribed by the Platform. WizBay may rely on courier data, tracking information, delivery confirmations or other logistical evidence to determine whether the Buyer has complied with this obligation. Failure by the Buyer to dispatch the goods within the prescribed timeframe may entitle WizBay to close the dispute without further action or to determine the outcome against the Buyer, subject to applicable law.

6.6 Upon receipt of returned goods by the Seller, or upon the Platform otherwise determining that the return has been completed in accordance with its procedures, the Seller shall process the refund without undue delay and in any event no later than twenty-four (24) hours thereafter. If the Seller fails to process the refund within this period, the User expressly authorises WizBay to issue the refund to the Buyer automatically and to deduct, withhold or set off the refunded amount from the Seller’s balance, wallet or future receivables.

6.7 In cases identified as fraud-flagged or otherwise requiring enhanced scrutiny, WizBay may impose additional procedural requirements, including but not limited to the submission of evidence, authenticity verification, confirmation of condition, manual administrative review, limitations on the issuance of prepaid return labels, allocation of return shipping costs, or extended response timelines. The User acknowledges that such measures are implemented for the protection of the Platform and its Users and agrees to comply fully with any instructions issued by WizBay in this context.

6.8 WizBay shall be entitled, at any time from the initiation of a dispute and until its final resolution, to freeze, reserve, withhold or otherwise restrict access to any funds, balances or receivables associated with the disputed transaction or the relevant Seller account. Such measures may be applied automatically by the system or administratively by WizBay and shall remain in place until the dispute has been resolved, any refund obligations have been satisfied, and any associated risk has been mitigated. The User expressly consents to such freezing or withholding and acknowledges that it does not constitute a breach by WizBay of any payment obligation.

6.9 WizBay may require Buyers and Sellers to submit information, documentation, photographs, correspondence, courier records or other evidence through the Platform’s communication channels for the purpose of resolving disputes. WizBay may rely on such evidence, as well as on Platform data and third-party information, in reaching a determination. The User acknowledges that communications and evidence submitted through the Platform, including via chat-based interfaces, form part of the dispute record and may be relied upon in making binding decisions.

6.10 A dispute may be resolved by WizBay through automated determination,
administrative decision or a combination thereof. WizBay’s final determination may include, without limitation, approval or denial of a refund, partial refund, closure of the case without remedy, enforcement of return obligations, or any other outcome deemed appropriate in accordance with the Platform’s rules and applicable law. Once a final determination has been issued, the dispute shall be considered conclusively resolved for the purposes of the Platform.

6.11 The User acknowledges and agrees that WizBay is not obliged to reopen or reconsider a dispute once a final determination has been made, except where required by mandatory law. Repeated, abusive or bad-faith dispute initiation, refusal to comply with determinations or attempts to circumvent dispute outcomes may constitute a material breach of these Terms and may result in enforcement action under Clause 5.

6.12 Nothing in this Clause 6 shall exclude or limit any mandatory consumer rights which cannot be waived under applicable law. However, to the maximum extent permitted by law, the User agrees that WizBay’s dispute resolution system governs the manner in which disputes are handled within the Platform and that compliance with its procedures and outcomes is a condition of continued access to and use of the Platform.

7. PAYMENTS, FUNDS HANDLING, WALLET MECHANICS AND FINANCIAL RISK ALLOCATION

7.1 All payments made in connection with transactions concluded through the Platform shall be processed through one or more third-party regulated payment service providers engaged by WizBay from time to time (the “Payment Processors”). WizBay does not itself operate as a bank, electronic money institution or payment service provider and does not hold client funds in trust or escrow. The User acknowledges that the processing, settlement and transfer of funds are subject to the terms, conditions and regulatory requirements of the relevant Payment Processor, with which the User may be required to enter into a separate contractual relationship.

7.2 Upon completion of a purchase, the Buyer authorises the Payment Processor to collect the total transaction amount, including the purchase price, applicable taxes, delivery charges and any other sums disclosed at checkout. The Seller authorises WizBay and the Payment Processor to receive such amounts on the Seller’s behalf, to deduct all applicable platform fees, commissions, service charges, adjustments, chargebacks, penalties, refunds or other amounts owed under these Terms, and to remit the remaining balance to the Seller in accordance with the applicable payout schedule and subject to the provisions of this Clause 7.

7.3 WizBay may operate, or cause the Payment Processor to operate, a virtual balance, wallet or account ledger reflecting amounts payable to or recoverable from a Seller in connection with transactions conducted on the Platform. Such balance is a notional accounting mechanism only and does not constitute a deposit, safeguarded fund or proprietary right of the Seller. The Seller acknowledges that access to, and withdrawal of, amounts reflected in such balance are subject to these Terms, to the completion of any applicable verification procedures, and to the absence of pending disputes, investigations or risk indicators.

7.4 WizBay reserves the right, at any time and without prior notice where necessary, to impose temporary reserves, rolling holdbacks, delayed settlements or other payment restrictions on a Seller’s balance where WizBay reasonably considers such measures necessary to manage financial risk, including but not limited to anticipated refunds, return obligations, chargebacks, dispute exposure, fraud risk, regulatory compliance requirements, sanctions screening or payment processor instructions. The Seller expressly consents to the imposition of such measures and acknowledges that they do not constitute a breach by WizBay of any payment obligation.

7.5 In the event of a dispute, return or refund governed by Clause 6, the Seller irrevocably authorises WizBay to instruct the Payment Processor to issue refunds to Buyers directly and to deduct or set off the refunded amount, together with any associated costs, from the Seller’s balance or future receivables. Where the Seller’s balance is insufficient, WizBay may carry forward a negative balance and recover such amounts from subsequent payouts or by any other lawful means.

7.6 WizBay shall not be responsible for delays, failures or errors in payment processing attributable to the Payment Processor, banking networks, compliance reviews, technical outages, sanctions checks or regulatory interventions. The User acknowledges that payment processing is subject to regulatory oversight and that transactions may be delayed, reversed or blocked where required by law or by the Payment Processor’s compliance obligations.

7.7 The Seller bears sole responsibility for determining and complying with all tax obligations arising from transactions conducted through the Platform, including but not limited to value added tax, sales tax, customs duties, import taxes and income taxes. WizBay does not provide tax advice and does not assume responsibility for the calculation, collection or remittance of taxes on behalf of Sellers, save where expressly required by applicable law.

7.8 Title to and risk in goods sold through the Platform do not pass through Wizbay and are not affected by the timing of payment settlement. WizBay shall not be liable for any loss, damage, theft, seizure or destruction of goods, whether occurring before dispatch, during transit or after delivery, and whether arising from the actions of Sellers, Buyers, carriers, customs authorities or other third parties.

7.9 The User acknowledges that financial reconciliation, adjustments and corrections may be required from time to time to address errors, duplications, reversals or compliance-related interventions. WizBay reserves the right to make such adjustments to balances and payouts in good faith and in accordance with applicable law and Payment Processor requirements.

8. LIMITATION OF LIABILITY, EXCLUSIONS AND RISK ALLOCATION

8.1 To the fullest extent permitted by applicable law, WizBay shall not be liable for any loss, damage, cost or expense incurred by any User arising out of or in connection with the use of the Platform, the conclusion or performance of any contract of sale between Buyer and Seller, or any act or omission of another User, including but not limited to losses arising from defective, unsafe, misdescribed or non-conforming goods, delayed or failed delivery, refusal or inability of a Seller to honour statutory or contractual obligations, or the outcome of any dispute resolved in accordance with Clause 6.

8.2 WizBay shall not be liable for any indirect, incidental, consequential, special or punitive loss or damage, including but not limited to loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, loss of data or interruption of business, whether such loss is foreseeable or not and whether arising in contract, tort (including negligence), statutory duty or otherwise, even if WizBay has been advised of the possibility of such loss.

8.3 Without prejudice to the generality of the foregoing, WizBay shall not be liable for any loss or damage resulting from technical failures, system interruptions, software bugs, cyber incidents, data transmission errors, delays in access, maintenance outages, or the unavailability of the Platform, except where such liability cannot be excluded under mandatory law.

8.4 WizBay shall not be liable for any act or omission of third parties, including but not limited to Sellers, Buyers, Payment Processors, logistics providers, courier services, customs authorities or regulatory bodies, nor for any action taken by WizBay in good faith to comply with legal obligations, regulatory requirements, payment processor rules, sanctions regimes or fraud-prevention measures.

8.5 Where, notwithstanding the foregoing exclusions, WizBay is found to be liable to a User in respect of any claim arising out of or in connection with the Platform or these Terms, WizBay’s total aggregate liability shall be limited to the total amount of platform fees actually received by WizBay from the relevant User during the three (3) months immediately preceding the event giving rise to the claim, save where such limitation is prohibited by mandatory law.

8.6 The limitations and exclusions of liability set out in this Clause 8 apply irrespective of the legal basis of the claim and shall survive termination or expiry of these Terms. Nothing in these Terms shall exclude or limit WizBay’s liability for fraud, wilful misconduct or any other liability which cannot lawfully be excluded or limited under applicable law.

8.7 The User acknowledges that the allocation of risk and limitation of liability set out in these Terms reflects the nature of WizBay’s role as a marketplace intermediary and forms an essential basis of the contractual relationship between WizBay and the User, without which WizBay would not make the Platform available.

9. INDEMNIFICATION, GOVERNING LAW, JURISDICTION AND FINAL PROVISIONS

9.1 The User shall indemnify, defend and hold harmless WizBay, its directors, officers, employees, agents and affiliates from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs and expenses, including reasonable legal and professional fees, arising out of or in connection with any breach by the User of these Terms, any breach of applicable law or regulation, any act or omission in connection with the listing, sale or purchase of goods through the Platform, any infringement of intellectual property or other rights of third parties, any misrepresentation or fraudulent conduct, or any failure by the User to comply with dispute determinations, refund obligations or enforcement measures implemented pursuant to Clause 6. This indemnity shall apply irrespective of whether the relevant claim is brought by another User, a consumer, a regulator or any third party and shall survive termination or expiry of these Terms.

9.2 These Terms, and any non-contractual obligations or matters arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Subject to mandatory consumer protection provisions conferring jurisdiction on other courts, the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination.

9.3 If any provision of these Terms is held by a court or competent authority to be invalid, unlawful or unenforceable, such provision shall be severed and replaced, to the extent possible, by a valid and enforceable provision which most closely reflects the original intent and economic effect of the severed provision, and the remaining provisions shall remain in full force and effect.

9.4 WizBay may assign, transfer or otherwise dispose of any of its rights or obligations under these Terms, in whole or in part, to any affiliate, successor or acquirer of its business or assets, without requiring the consent of the User. The User may not assign, transfer or delegate any of its rights or obligations under these Terms without the prior written consent of WizBay.

9.5 WizBay’s failure or delay in enforcing any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver shall be effective only if made in writing and shall apply solely to the specific instance for which it is given.

9.6 These Terms constitute the entire agreement between the User and WizBay with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations or representations, whether oral or written. No reliance is placed on any statement or representation not expressly set out in these Terms.

9.7 The headings used in these Terms are for convenience only and shall not affect the interpretation of any provision. References to clauses are references to clauses of these Terms unless otherwise stated.