Terms & Conditions

Our terms and conditions

Please read these Terms and Conditions carefully. All contracts that the Developer may enter into from time to time [for the provision of the Developer’s services] shall be governed by these Terms and Conditions, and the Developer will ask the Customer for the Customer’s express written acceptance of these Terms and Conditions before providing [any such services] to the Customer.

TERMS AND CONDITIONS

1. Definitions

1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:

Assignment Works” means [those elements of the Website and the Documentation[ (excluding [the Third Party Materials and the Customer Materials])] the rights in which are to be assigned (rather than licensed) by the Developer to the Customer under Clause 6, as specified in Section 3 of the Statement of Work] OR [the visual appearance of the Website (including page layouts, artwork, photographs, logos, graphics, animations, video works and text comprised in the Website) together with all mark-ups and style sheets comprised in or generated by the Website] OR [[insert alternative definition]];

Charges” means the following amounts:

(a) [the amounts specified in Section 7 of the Statement of Work];

(b) [such amounts as may be agreed in writing by the parties from time to time]; and

(c) [amounts calculated by multiplying the Developer’s [standard time-based charging rates (as notified by the Developer to the Customer before the date of the Contract)] by the time spent by the Developer’s personnel performing [the Services] (rounded [down by the Developer to the nearest quarter hour])];

[additional list items]

Contract” means a particular contract made under these Terms and Conditions between the Developer and the Customer;

Customer” means the person or entity identified as such in Section 1 of the Statement of Work;

Customer Materials” means [all works and materials supplied by or on behalf of the Customer to the Developer for incorporation into or integration with the Website, or for use in connection with the Services];

Developer” means [[individual name] of [address]] OR [[company name], a company incorporated in [England and Wales] (registration number [registration number]) having its registered office at [address]] OR [[partnership name], a partnership established under the laws of [England and Wales] having its principal place of business at [address]];

Developer Credit” means [a textual credit for the Developer incorporating a link to the website of the Developer, in a form agreed by the parties acting reasonably];

Development Services” means [the design and development of the Website by the Developer];

Documentation” means [the documentation for the Website produced by the Developer and delivered or made available by the Developer to the Customer];

Effective Date” means [the date of execution of the Contract];

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including [failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars]);

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

Licensed Works” means the Website[ and the Documentation][ excluding [the Assignment Works, the Third Party Materials and the Customer Materials]];

Services” means any services that the Developer provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

Source Code” means [software code in human-readable form, including human-readable code compiled to create software or decompiled from software, but excluding interpreted code];

Statement of Work” means a written statement of work agreed by or on behalf of each of the parties;

Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time;

Third Party Materials” means the works and/or materials comprised in the Website[ excluding the Customer Materials], the Intellectual Property Rights in which are owned by a third party[, and which are specified in Section 5 of the Statement of Work or which the parties agree in writing shall be incorporated into the Website];

Website” means [the website developed or to be developed by the Developer for the Customer under the Contract, as specified in the Statement of Work, including all the Source Code for that website created by the Developer in the course of providing the Services];

Website Defect” means a defect, error or bug in the Website having [an adverse effect] OR [a material adverse effect] on [the appearance, operation, functionality, security or performance of the Website][, but excluding any defect, error or bug caused by or arising as a result of:

(a) [any act or omission of the Customer or any person authorised by the Customer to use the Website];

(b) [any use of the Website contrary to the Documentation by the Customer or any person authorised by the Customer to use the Website];

(c) [a failure of the Customer to perform or observe any of its obligations in these Terms and Conditions]; and/or

(d) [an incompatibility between the Website and any other system, network, application, program, hardware or software not specified as compatible in the Website Specification]; and]

Website Specification” means [the specification for the Website set out in Section 2 of the Statement of Work][, as it may be varied by the written agreement of the parties from time to time].

2. Term

2.1 The Contract shall come into force upon the Effective Date.

2.2 The Contract shall continue in force [indefinitely] OR [until [date], at the beginning of which the Contract shall terminate automatically] OR [until [event], upon which the Contract shall terminate automatically], subject to termination in accordance with Clause 12.

2.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

3. Development Services

3.1 The Developer shall provide the Development Services to the Customer.

3.2 The Developer shall [ensure] OR [use all reasonable endeavours to ensure] OR [use reasonable endeavours to ensure] that the Development Services are provided in accordance with the timetable set out in Section 6 of the Statement of Work, and that [copies of the Website and Documentation are] delivered to the Customer[ [by means of a secure online file sharing system, on a USB memory stick or on optical disk]] in accordance with that timetable.

3.3 The Customer acknowledges that a delay in the Customer performing its obligations under these Terms and Conditions may result in a delay in the performance of the Development Services; and subject to Clause 11.1 the Developer will not be liable to the Customer in respect of any failure to meet the Development Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under these Terms and Conditions.

3.4 The Developer shall ensure that [the Source Code, and any interpreted code, comprised in the Website created by or on behalf of the Developer during the provision of the Development Services] is [written to a professional standard, conforms with any coding standards document agreed between the parties, and incorporates sufficient commentary to enable a competent third party developer to understand, adapt, maintain and update the code].

3.5 The Developer shall keep the Customer reasonably informed of the progress of the Development Services and, in particular, shall inform the Customer of any substantial obstacles or likely delays in the performance of the Development Services.

3.6 The Developer shall [during the course of the Development Services at the request of the Customer] [supply to the Customer] OR [make accessible to the Customer] [a current development version of the Website] for the purposes of [enabling the Customer to assess the progress of the Development Services and provide feedback to the Developer regarding the Website].

3.7 If the Contract terminates [(for whatever reason)] before the delivery of the completed Website[ or Documentation] to the Customer, the Developer must within [14 days] following such termination deliver to the Customer [all work in progress towards] the Website[ and Documentation].

4. Customer obligations

4.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Developer, or procure for the Developer, such:

(a) [co-operation, support and advice];

(b) [information and documentation]; and

(c) [governmental, legal and regulatory licences, consents and permits],

as are reasonably necessary to enable the Developer to perform its obligations under the Contract.

4.2 The Customer must provide to the Developer, or procure for the Developer, such access to the Customer’s computer hardware, software, networks and systems as may be reasonably required by the Developer to enable the Developer to perform its obligations under the Contract.

5. Customer Materials

5.1 The Customer must supply to the Developer the Customer Materials specified in Section 4 of the Statement of Work, in accordance with the timetable specified in Section 6 of the Statement of Work.

5.2 The Customer hereby grants to the Developer a non-exclusive licence to [copy, reproduce, store, distribute, publish, export, adapt, edit and translate] the Customer Materials to the extent reasonably required for the performance of the Developer’s obligations and the exercise of the Developer’s rights under these Terms and Conditions[, together with the right to sub-license these rights to the extent reasonably required for the performance of the Developer’s obligations and the exercise of the Developer’s rights under these Terms and Conditions].

5.3 The Customer warrants to the Developer that [the Customer Materials] OR [the Customer Materials when used by the Developer in accordance with these Terms and Conditions] will not infringe the Intellectual Property Rights[ or other legal rights] of any person[, and will not breach [the provisions of any law, statute or regulation],] in [any jurisdiction and under any applicable law].

6. Intellectual Property Rights

6.1 The Developer hereby assigns to the Customer [with full title guarantee all of the Intellectual Property Rights] OR [all of its Intellectual Property Rights] in the Website[ and the Documentation][, whether those Intellectual Property Rights exist on the Effective Date or come into existence during the Term][, excluding [the Intellectual Property Rights in the Customer Materials and the Third Party Materials]]. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights. This assignment shall take effect [in respect of a work upon the delivery of that work to the Customer].

OR

6.1 The Developer hereby grants to the Customer [a worldwide, non-exclusive and non-expiring] licence to [copy, store, publish and otherwise use] the Website[ and the Documentation][ (excluding [the Third Party Materials and the Customer Materials])][ for the following purposes: [identify purposes]], providing the Customer must not: [sell, resell, rent, lease, supply, distribute or redistribute the Website; use the Website to create or operate any new website or web application (other than the Website itself); or alter, adapt or edit the Website]. This licence shall take effect [in respect of a work upon and from the delivery of that work to the Customer].

OR

6.1 The Developer hereby:

(a) assigns to the Customer [with full title guarantee all of the Intellectual Property Rights] OR [all of its Intellectual Property Rights] in the Assignment Works[, whether those Intellectual Property Rights exist on the Effective Date or come into existence during the Term]; this assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights; and

(b) grants to the Customer [a worldwide, non-exclusive and non-expiring] licence to [copy, store, publish and otherwise use] the Licensed Works[ for the following purposes: [identify purposes]],

providing the Customer must not: [sell, resell, rent, lease, supply, distribute or redistribute the Licensed Works; use the Licensed Works to create any new website or web application (other than the Website itself); or alter, adapt or edit the Licensed Works]. This assignment and/or licence shall take effect [in respect of a work upon and from the delivery of that work to the Customer].

6.2 Subject to any express written agreement between the parties, the Developer shall ensure that the Third Party Materials are:

(a) [licensed to the Customer in accordance with the relevant licensor’s standard licensing terms (which the Customer acknowledges may be open source or Creative Commons licensing terms)];

(b) [licensed to the Customer on reasonable terms notified by the Developer to the Customer];

(c) [sub-licensed by the Developer to the Customer on reasonable terms notified in writing by the Developer to the Customer]; or

(d) [sub-licensed by the Developer to the Customer on the basis of a non-exclusive, worldwide, perpetual and irrevocable licence to use the Third Party Materials in connection with the Website].

[additional list items]

6.3 To the maximum extent permitted by applicable law:

(a) the Developer irrevocably and unconditionally waives all moral rights (including rights of paternity and rights of integrity) in respect of the Website[ and the Documentation] to which the Developer may at any time be entitled; and

(b) the Developer undertakes to ensure that all individuals involved in the preparation of the Website[ and/or the Documentation] will irrevocably and unconditionally waive all moral rights (including rights of paternity and rights of integrity) in respect of the Website[ and/or the Documentation] to which they may at any time be entitled.

6.4 The Developer must[ use [reasonable endeavours] OR [best endeavours] to]:

(a) do or procure the doing of all acts; and

(b) execute or procure the execution of all documents,

that the Customer may reasonably request from time to time in order to perfect or confirm the Customer’s ownership of the rights assigned by these Terms and Conditions.

7. Developer Credit

7.1 The Developer may include the Developer Credit on [each page of the Website] in a position [to be agreed by the parties acting reasonably].

7.2 The Customer must retain the Developer Credit on the Website[ and any adapted version of the Website], must not intefere with the Developer Credit[ in any way which will have or may reasonably be expected to have a negative impact upon the value of the Developer Credit to the Developer], and may only remove the Developer Credit at the Developer’s request.

8. Charges

8.1 The Customer shall pay the Charges to the Developer in accordance with these Terms and Conditions.

8.2 If the Charges are based in whole or part upon the time spent by the Developer performing the Services, the Developer must obtain the Customer’s written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Developer any Charges in respect of Services performed in breach of this Clause 8.2.

8.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated [inclusive of any applicable value added taxes] OR [exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Developer].

8.4 The Developer may elect to vary [any element of the Charges] by giving to the Customer not less than [30 days’] written notice of the variation[ expiring [on any anniversary of the date of execution of the Contract]][, providing that no such variation shall result in an aggregate percentage increase in the relevant element of the Charges during the Term that exceeds[[ 2]% over] the percentage increase, during the same period, in [the Retail Prices Index (all items) published by the UK Office for National Statistics]].

9. Payments

9.1 The Developer shall issue invoices for the Charges to the Customer [from time to time during the Term] OR [on or after the invoicing dates set out in Section 7 of the Statement of Work] OR [[dates for invoicing]].

9.2 The Customer must pay the Charges to the Developer within the period of [30 days] following [the issue of an invoice in accordance with this Clause 9] OR [the receipt of an invoice issued in accordance with this Clause 9].

9.3 The Customer must pay the Charges by [debit card, credit card, direct debit, bank transfer or cheque] (using such payment details as are notified by the Developer to the Customer from time to time).

9.4 If the Customer does not pay any amount properly due to the Developer under these Terms and Conditions, the Developer may:

(a) charge the Customer interest on the overdue amount at the rate of [8% per annum above the Bank of England base rate from time to time] (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

OR

9.4 If the Customer does not pay any amount properly due to the Developer under these Terms and Conditions, the Developer may charge the Customer interest on the overdue amount at the rate of [2% per annum above the Bank of England base rate from time to time] (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).[ The Developer acknowledges and agrees that it shall have no right to claim interest or statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and that its contractual rights under this Clause 9.4 constitute a substantial remedy within the meaning of that Act.]

10. Warranties

10.1 The Developer shall provide the Services [with reasonable skill and care] OR [in accordance with the standards of skill and care reasonably expected from a leading service provider in the Developer’s industry] OR [[specify standard(s)]].

10.2 The Developer warrants to the Customer that:

(a) [the Developer has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions];

(b) [the Developer will comply with all applicable legal and regulatory requirements applying to the exercise of the Developer’s rights and the fulfilment of the Developer’s obligations under these Terms and Conditions]; and

(c) [the Developer has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions].

[additional list items]

10.3 The Developer warrants to the Customer that:

(a) [the Website as provided will conform in all [material] respects with the Website Specification];

(b) [the Website will be supplied free from Website Defects[ and will remain free from Website Defects[ for a period of at least 12 months following the supply of the Website]]];

(c) [the Website will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs]; and

(d) [the Website shall incorporate security features reflecting the requirements of good industry practice].

[additional list items]

10.4 The Developer warrants to the Customer that the Website[ and Documentation][, when used by the Customer in accordance with these Terms and Conditions,] will not breach [any laws, statutes or regulations applicable under English law]; providing however that the Developer shall have no liabilities under this Clause 10.4 in respect of any such breach caused by the Customer Materials[ or the Third Party Materials].

10.5 The Developer warrants to the Customer that the Website[ and Documentation], when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person [in any jurisdiction and under any applicable law]; providing however that the Developer shall have no liabilities under this Clause 10.5 in respect of any such infringement caused by the Customer Materials[ or the Third Party Materials].

10.6 If [the Developer reasonably determines, or any third party alleges, that the use of the Website by the Customer in accordance with these Terms and Conditions infringes any person’s Intellectual Property Rights], the Developer may[ acting reasonably] at its own cost and expense:

(a) modify the Website in such a way that it no longer infringes the relevant Intellectual Property Rights[, providing that [any such modification must not introduce any Website Defects into the Website and must not result in the Website failing to conform with the Website Specification]]; or

(b) procure for the Customer the right to use the Website in accordance with these Terms and Conditions.

10.7 The Customer warrants to the Developer that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

10.8 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

11. Limitations and exclusions of liability

11.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

11.2 The limitations and exclusions of liability set out in this Clause 11 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 11.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

11.3 [Neither party shall be liable to the other party] OR [The Developer shall not be liable to the Customer] OR [The Customer shall not be liable to the Developer] in respect of any losses arising out of a Force Majeure Event.

11.4 [Neither party shall be liable to the other party] OR [The Developer shall not be liable to the Customer] OR [The Customer shall not be liable to the Developer] in respect of any loss of profits or anticipated savings.

11.5 [Neither party shall be liable to the other party] OR [The Developer shall not be liable to the Customer] OR [The Customer shall not be liable to the Developer] in respect of any loss of revenue or income.

11.6 [Neither party shall be liable to the other party] OR [The Developer shall not be liable to the Customer] OR [The Customer shall not be liable to the Developer] in respect of any loss of use or production.

11.7 [Neither party shall be liable to the other party] OR [The Developer shall not be liable to the Customer] OR [The Customer shall not be liable to the Developer] in respect of any loss of business, contracts or opportunities.

11.8 [Neither party shall be liable to the other party] OR [The Developer shall not be liable to the Customer] OR [The Customer shall not be liable to the Developer] in respect of any loss or corruption of any data or database.

11.9 [Neither party shall be liable to the other party] OR [The Developer shall not be liable to the Customer] OR [The Customer shall not be liable to the Developer] in respect of any special, indirect or consequential loss or damage.

11.10 The liability of [each party to the other party] OR [the Developer to the Customer] OR [the Customer to the Developer] under the Contract in respect of any event or series of related events shall not exceed the greater of:

(a) [amount]; and

(b) [the total amount paid and payable by the Customer to the Developer under the Contract in the 12 month period preceding the commencement of the event or events].

11.11 The aggregate liability of [each party to the other party] OR [the Developer to the Customer] OR [the Customer to the Developer] under the Contract shall not exceed the greater of:

(a) [amount]; and

(b) [the total amount paid and payable by the Customer to the Developer under the Contract].

12. Termination

12.1 The Developer may terminate the Contract by giving to the Customer [not less than 30 days’] written notice of termination.

12.2 The Customer may terminate the Contract by giving to the Developer [not less than 30 days’] written notice of termination.

12.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party commits any [breach] OR [material breach] of the Contract[, and the breach is not remediable];

(b) [the other party commits a [breach] OR [material breach] of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of [30 days] following the giving of a written notice to the other party requiring the breach to be remedied]; or

(c) [the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach)].

12.4 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract)]; or

(d) [if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.]

12.5 The Developer may terminate the Contract immediately by giving written notice to the Customer if:

(a) any amount due to be paid by the Customer to the Developer under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) the Developer has given to the Customer at least [30 days’] written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 12.5.

13. Effects of termination

13.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 3.7, 6.1, 6.4, 7, 9.2, 9.4, 11, 13, 15 and 16].

13.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

13.3 Within [30 days] following the termination of the Contract for any reason:

(a) the Customer must pay to the Developer any Charges in respect of Services provided to the Customer before the termination of the Contract; and

(b) the Developer must refund to the Customer any Charges paid by the Customer to the Developer in respect of Services that were to be provided to the Customer after the termination of the Contract,

without prejudice to the parties’ other legal rights.

14. Subcontracting

14.1 The Developer must not subcontract any of its obligations under the Contract without the prior written consent of the Customer[, providing that the Customer must not unreasonably withhold or delay the giving of such consent].

OR

14.1 The Developer may subcontract any of its obligations under the Contract[, providing that the Developer must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question].

14.2 The Developer shall remain responsible to the Customer for the performance of any subcontracted obligations.

15. General

15.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

15.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

15.3 The Contract may not be varied except by a written document signed by or on behalf of each of the parties.

15.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.

15.5 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.

15.6 Subject to Clause 11.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

15.7 These Terms and Conditions shall be governed by and construed in accordance with [English law].

15.8 The courts of [England] shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

16. Interpretation

16.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

16.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

16.3 References in these Terms and Conditions to “calendar months” are to [the 12 named periods (January, February and so on) into which a year is divided].

16.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

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