- The Contract
- The definitions and rules of interpretation adopted by these Conditions are set out in Schedule 1.
- These Conditions will apply to the Contract and any other contract between TACL and the Consultancy in relation to the supply by TACL of the Platform to the exclusion of any other terms that the Consultancy seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- The Consultancy waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Consultancy that is inconsistent with these Conditions.
- TACL hereby grants to the Consultancy a non-exclusive, non-transferable licence, without the right to grant sub-licences, to permit the Authorised Users to use the Platform solely for the Consultancy's internal business operations.
- The Consultant will have no rights in or to the Platform or the Software other than the right to use it in accordance with this clause 2.
- The Consultant will have no right to reverse engineer or otherwise decompile the Platform or the Software unless it has first made a written request to TACL for such information as is necessary to achieve interoperability with independently created computer programs and such information has not been supplied within a reasonable period of time. Such information may be provided on terms, including (without limitation) as to confidentiality and/or payment.
- In relation to the Authorised Users, the Consultancy undertakes that:
- each Authorised User will keep a secure password for his use of the Platform and access to the single sign-on facility (where applicable), such password(s) will be changed no less frequently than monthly and each Authorised User will keep his password confidential;
- it will permit TACL or TACL's designated auditor to audit the Platform in order to establish the name and password of each Authorised User and to audit compliance with these Conditions;
- if any of the audits referred to in clause 2.4.2 reveal that any password has been provided to any individual, entity or other party who is not an Authorised User, then without prejudice to TACL's other rights, the Consultancy will promptly disable such passwords and TACL will not issue any new passwords to any such individual, entity or other party (as the case may be).
- The Consultancy will not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property;
and TACL reserves the right, without liability or prejudice to its other rights to disable the Consultancy's access to any material that breaches the provisions of this clause 2.5 or disable the Consultancy’s access to the Platform.
- The Consultancy will not:
- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Conditions:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- introduce or permit the introduction of, any Virus or Vulnerability into TACL’s network and information systems; or
- access all or any part of the Platform in order to build a product or service which competes with the Platform; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except the Authorised Users; or
- attempt to obtain, or assist third parties in obtaining, access to the Platform.
- The Consultancy will use its best endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, it will promptly notify TACL.
- The rights provided under this clause 2 are granted to the Consultancy only, and will not be considered granted to any subsidiary or holding company of the Consultancy.
- Consultancy Data and Data Protection
- The Consultancy will own all right, title and interest in and to all of the Consultancy Data that is not personal data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Consultancy Data.
- In the event of any loss or damage to Consultancy Data, the Consultancy's sole and exclusive remedy against TACL will be for TACL to use reasonable commercial endeavours to restore the lost or damaged Consultancy Data from the latest back-up of such Consultancy Data maintained by TACL. TACL will not be responsible for any loss, destruction, alteration or disclosure of Consultancy Data caused by any third party.
- Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 3 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
- The parties acknowledge that:
- if TACL processes any personal data on the Consultancy's behalf when performing its obligations under these Conditions, the Consultancy is the data controller and TACL is the data processor for the purposes of the Data Protection Legislation (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation);
- the personal data may be transferred or stored outside the European Economic Area (“EEA”) or the country where the Consultancy and the Authorised Users are located in order to provide the Platform and carry out TACL's other obligations under these Conditions.
- This clause 3.6 set out details of the data processing by TACL:
- Scope, nature and purpose of processing: The data processing by TACL will be limited so that TACL only processes personal data to the extent necessary to facilitate the Consultancy’s access to and use of the Platform for the purpose of the licence granted to the Consultancy pursuant to these Conditions.
- Duration of processing: the term of the Contract.
- Types of personal data: personal contact details such as name, title, addresses, telephone numbers and email addresses, date of birth, gender, identification documentation such as copies of passports, proof of address and right to work documentation, criminal conviction and offence checks, professional certifications/accreditations, availability to work information, information about skills and experience, geographical working preferences, bank account details, payroll records and tax status information, enrolment date, consultant services pricing information, intermediary/limited company details, performance information, information about complaints and end client satisfaction, information about the use of TACL information and communications systems, photographs and information about criminal convictions and offences.
- Categories of data subject: the Consultancy and its agents, consultants, directors, employees, owners, partners and shareholders.
- Without prejudice to the generality of clause 3.3, the Consultancy will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to TACL for the duration and purposes of the Contract so that TACL may lawfully use, process and transfer the personal data in accordance with these Conditions on the Consultancy's behalf.
- Without prejudice to the generality of clause 3.3, TACL will, in relation to any personal data processed in connection with the performance by TACL of its obligations under these Conditions:
- process that personal data only on the written instructions of the Consultancy unless TACL is required by the laws of any member of the European Union or by the laws of the European Union applicable to TACL to process personal data (“Applicable Laws”). Where TACL is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, TACL will promptly notify the Consultancy of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit TACL from so notifying the Consultancy;
- not transfer any personal data outside of the EEA unless the following conditions are fulfilled:
- the Consultancy or TACL has provided appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- TACL complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- TACL complies with reasonable instructions notified to it in advance by the Consultancy with respect to the processing of the personal data;
- assist the Consultancy, at the Consultancy's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify the Consultancy without undue delay on becoming aware of a personal data breach;
- at the written direction of the Consultancy, delete or return personal data and copies thereof to the Consultancy on termination of the agreement unless required by Applicable Law to store the personal data; and
- maintain complete and accurate records and information to demonstrate its compliance with this clause 3.
- Each party will ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and Platform, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
- The Consultancy consents to TACL transferring personal data outside of the EEA to end clients located outside of the EEA when the Consultancy has applied or requested to perform consultancy services for the benefit of the relevant end client.
- The Consultancy consents to TACL appointing the Third-Party Processors as third-party processors of personal data under these Conditions. TACL confirms that it has entered or (as the case may be) will enter with the Third-Party Processors into a written agreement incorporating terms which are substantially similar to those set out in this clause 3. As between the Consultancy and TACL, TACL will remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 3.
- Third Party Providers
- TACL’s Obligations
- TACL undertakes that the Platform will be provided with reasonable care and skill.
- The undertaking at clause 5.1 will not apply to the extent of any non-conformance which is caused by use of the Platform contrary to TACL's instructions, or modification or alteration of the Platform by any party other than TACL or TACL's duly authorised contractors or agents. If the Platform do not conform with the foregoing undertaking, TACL will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Consultancy with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Consultancy's sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
- These Conditions will not prevent TACL from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under these Conditions.
- TACL warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Conditions.
- Consultancy's Obligations
- The Consultancy will:
- provide TACL with:
- all necessary co-operation in relation to the Platform and access to such information as may be required by TACL in order to provide the Platform and facilitate the Consultancy’s use of it;
- timely feedback in relation to the Platform on request;
- all necessary access to such information as may be required by TACL; and
- all necessary assistance to enable TACL to provide the Platform, including (but not limited to) Consultancy Data, security access information and configuration Platform, office accommodations and internet and local network connectivity;
- without affecting its other obligations under these Conditions, comply with all applicable laws and regulations with respect to its activities under the Contract and use of the Platform;
- maintain the security of its accounts and content and be fully responsible for all activities that occur under such accounts;
- be entirely responsible for the content uploaded to the Platform via the Consultancy’s accounts (whether that happens when the Consultancy comments on existing content, posts material, new content and/or links to the Platform or otherwise makes material available via the Platform), and any harm resulting from such content (regardless of whether such content constitutes text or graphics);
- carry out all other Consultancy responsibilities set out in these Conditions in a timely and efficient manner. In the event of any delays in the Consultancy's provision of such assistance as agreed by the parties, TACL may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that the Authorised Users use the Platform in accordance with these Conditions and will be responsible for any Authorised User's breach of these Conditions;
- obtain and will maintain all necessary licences, consents, and permissions necessary for TACL, its contractors and agents to perform their obligations under these Conditions, including without limitation the Platform;
- ensure that its network and systems comply with the relevant specifications provided by TACL from time to time; and
- be, to the extent permitted by law and except as otherwise expressly provided in these Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to TACL's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Consultancy's network connections or telecommunications links or caused by the internet.
- By uploading or otherwise providing content on the Platform, the Consultancy grants TACL the right to use and display that content in connection with providing the Platform.
- Proprietary Rights
- The Consultancy acknowledges and agrees that TACL and/or its licensors own all intellectual property rights in the Software and Platform. Except as expressly stated herein, these Conditions do not grant the Consultancy any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform or the Software.
- TACL confirms that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with these Conditions.
- TACL may use the Consultancy’s logos, trade names, product/service names and trade marks in connection with its marketing activities including (without limitation) on websites and in brochures and presentations provided that:
- TACL will not do anything which may adversely affect the Consultancy’s intellectual property or right or title to it;
- TACL will stop using specific advertising or promotional material which bears the Consultancy’s logos, trade names, product/service names and trade marks on receipt of a request to do so from the Consultancy; and
- TACL will not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to the Consultancy’s brand, trade marks, intellectual property or the reputation or goodwill associated with the same, or that may invalidate or jeopardise any registration of such trade marks.
- Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Conditions. A party's Confidential Information will not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- is independently developed by the receiving party, which independent development can be shown by written evidence.
- Subject to clause 8.4, each party will hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Conditions.
- Each party will take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Conditions.
- A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 8.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
- Neither party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- The Consultancy acknowledges that details of the Platform, and the results of any performance tests of the Platform, constitute TACL's Confidential Information.
- TACL acknowledges that Consultancy Data is the Confidential Information of the Consultancy.
- No party will make, or permit any person to make, any public announcement concerning these Conditions without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
- The above provisions of this clause 8 will survive termination of the Contract, however arising.
The Consultancy will defend, indemnify and hold harmless TACL against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Consultancy's use of the Platform, provided that:
- the Consultancy is given prompt notice of any such claim;
- TACL provides reasonable co-operation to the Consultancy in the defence and settlement of such claim, at the Consultancy's expense; and
- the Consultancy is given sole authority to defend or settle the claim.
- Limitation of Liability
- Except as expressly and specifically provided in these Conditions:
- the Consultancy assumes sole responsibility for results obtained from the use of the Platform by the Consultancy, and for conclusions drawn from such use. TACL will have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to TACL by the Consultancy in connection with the Platform, or any actions taken by TACL at the Consultancy's direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions; and
- the Platform are provided to the Consultancy on an "as is" basis.
- TACL accepts no liability for damage to any device or digital content (whether belonging to the Consultancy, Authorised Users or any other person) caused by the Platform.
- Nothing in these Conditions excludes the liability of TACL:
- for death or personal injury caused by TACL's negligence; or
- for fraud or fraudulent misrepresentation.
- Subject to clause 10.1 and clause 10.2:
- TACL will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Conditions in connection with the Platform whether or not such losses were reasonably foreseeable or TACL or its agents had been advised of the possibility of the Consultancy (or any third party) incurring such losses; and
- TACL's total aggregate liability in contract (including in respect of the indemnity at clause 10), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Conditions will be limited to £500.
- does not warrant that the Consultancy's use of the Platform will be uninterrupted or error-free;
- does not warrant that the Platform and/or the information obtained by the Consultancy through the Platform will meet the Consultancy's requirements; and
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from:
- the transfer of data over communications networks and facilities, including the internet; or
- downtime or failings in service on the part of host servers or the Consultancy’s enterprise social networking facilities or providers,
and the Consultancy acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- Term and Termination
- The Contract will commence on the Effective Date and continue unless and until terminated in accordance with this clause 11 or any other provision of these Conditions.
- TACL may terminate the Consultancy’s access to the Platform at any time, with or without cause, with or without notice, effective immediately.
- The Consultancy may terminate the Contract by giving 14 days’ written notice to TACL.
- On termination of the Contract for any reason:
- all licences granted under these Conditions will immediately terminate and the Consultancy will immediately cease all use of the Platform;
- TACL may destroy or otherwise dispose of any of the Consultancy Data in its possession, unless TACL receives, no later than 10 days after the effective date of the termination of the Contract, a written request for the delivery to the Consultancy of the then most recent back-up of the Consultancy Data. TACL will use reasonable commercial endeavours to deliver the back-up to the Consultancy within 30 days of its receipt of such a written request, provided that the Consultancy has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Consultancy will pay all reasonable expenses incurred by TACL in returning or disposing of Consultancy Data; and
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination will not be affected or prejudiced.
- Force Majeure
TACL will have no liability to the Consultancy under these Conditions if it is prevented from or delayed in performing its obligations under these Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of TACL or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Consultancy is notified of such an event and its expected duration.
No variation of these Conditions will be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
- Rights and Remedies
Except as expressly provided in these Conditions, the rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of these Conditions. If any provision or part-provision of these Conditions is deemed deleted under clause 0 the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
- Entire Agreement
These Conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into these Conditions it does not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions. Nothing in this clause 17 will limit or exclude any liability for fraud.
The Consultancy will not, without the prior written consent of TACL, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions. TACL may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions.
- No Partnership or Agency
Nothing in these Conditions is intended to or will operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party will have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- Third Party Rights
These Conditions do not confer any rights on any person or party (other than the parties to these Conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Governing Law and Jurisdiction
These Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or its subject matter or formation (including non-contractual disputes or claims).
- Definitions and interpretation
- The following definitions and rules of interpretation in this Schedule 1 apply in these Conditions:
Authorised Users: agents, consultants, directors, employees, owners, partners and shareholders of the Consultancy who are authorised by the Consultancy to use the Platform, the number of which having been authorised in writing by TACL.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13 including any document incorporated by reference.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 8.6 or clause 8.7.
Contract: the contract between TACL and the Consultancy for the supply by TACL of the Platform in accordance with these Conditions.
Consultancy: the consultancy firm who signs up to utilise the Platform.
Consultancy Data: the data inputted by the Consultancy (or by TACL on the Consultancy’s behalf) for the purpose of using the Platform or facilitating the Consultancy's use of the Platform.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Effective Date: the start date for the Platform being made available to the Consultancy as determined by TACL and notified to the Consultancy.
TACL: The Analysts Consultants Limited incorporated and registered in England and Wales with company number 10524522 whose registered office is at 20-21 Wolsey Mews, London, United Kingdom, NW5 2DX.
Platform: the online software application named “acumendor” which is designed to support consultant companies in the set-up and operation of their consultancy businesses and sourcing of new business.
Software: the online software applications provided by TACL as part of the Platform.
Third Party Processors: [X].
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of that software and/or hardware, and the term Vulnerabilities will be construed accordingly.
- In these Conditions, the following rules apply:
- Clause and schedule headings will not affect the interpretation of these Conditions. References to clauses and schedules are to the clauses and schedules of these Conditions.
- A “person” includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns and a “company” will include any company, corporation or other body corporate, wherever and however incorporated or established.
- Unless the context otherwise requires:
- words in the singular will include the plural and in the plural will include the singular; and
- a reference to one gender will include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as it is in force as at the Effective Date and will include all subordinate legislation made as at the Effective Date under that statute or statutory provision.
- A reference to writing or written excludes faxes and e-mails.
- In the case of conflict or inconsistency or ambiguity between the various provisions of these Conditions (including all documents incorporated into them by reference) the inconsistency will be resolved by giving such provisions and documents the following order of precedence:
- these Conditions;
- the Schedule;
- documents incorporated by reference.