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  Terms and Conditions.

Whereas The customer has requested and PRS Telecom Limited of 2nd & 3rd Floor, 82-84 High Street, Mold, Flintshire, CH7 1BH ("PRS") has agreed to make available Various Goods, Numbers and Telephone or Access Services (as hereinafter defined) so as to enable the Customer to make available the Service(s) (as hereinafter defined) on the basis and subject to the terms and conditions set out below.

It is now agreed as follows:

1. Definitions and interpretation

 

 

2 Access Services and Numbers

2.1 Ordering

a) During the period of this agreement the customer may from time to time order from PRS.

One or more Numbers/Services and the Access Service Levels required to facilitate the conveyance of Calls to/from such Numbers/Services

b) In respect of each application submitted hereunder, the Customer shall specify the nature and form of the applicable Service and where such Service comprises a Premium Rate Service (in whole or in part) any authorisations and approvals required or issued by Phone Pay Plus in respect of such Service.

2.2 Provision of Access Services.

a) It is technically impracticable to provide the Access Services free of faults and PRS do not undertake to do so although PRS shall use reasonable endeavours to make the Access Services available.

b) PRS shall not be liable to Customers, Information Providers or to any third parties for any Network or Public Network failures.

2.3 Lines, Circuits, VoIP Facilities and Terminating Equipment.

a) Where the customer orders and PRS agrees to provide Service(s), the customer shall:

1. Make available at its own expense such suitable floor space, utilities and Operating environment within the Premises as may be required by PRS.

2. Obtain in advance all necessary licenses, way leaves and consents and comply with any other requirements for the installation, operation and maintenance of Services and to allow the Network Provider or and Public Networks including any employees, agents or sub contractors to enter the Premises at all reasonable times for such purposes; and

3. Be responsible for the provision, operation and maintenance of all devices, equipment or plant necessary to connect such Services to the Customer System and/or to connect the Customer System with the Public Network through which PRS is providing an Access Service Level; and

4. Ensure that all Customer Systems and other equipment used to connect the Customer System to a Service or to a Public Network or in the provision of the services generally are approved under all applicable laws, regulations and standards.

2.4 Numbers

a) Each number allocated hereunder from time to time shall be:

1. For the exclusive use of the Customer for the duration of this Agreement.

2. Allocated at the sole discretion of PRS.

b) PRS shall have the right to refuse to connect any Number or to withhold the allocation of any numbers or to disconnect any Number during the period of any breach or any suspected breach of this agreement by the customer.

c) Unless otherwise agreed, if any number allocated to the customer:

1) Remains unconnected to or is disconnected from any network or any Access Service for any reason for a Continuous period in excess of three calendar months; or

2) During a continuous period in excess of three calendar months less than 10,000 call minutes per month have been achieved in respect of any number. PRS may withdraw and re allocate to itself or to a third party any such Number without liability by giving not less than seven days prior written notice to the Customer will be given.

d) The parties acknowledge that the ownership of any Number allocated to the Customer from to time is governed by OFCOM and any allocations of a Number by PRS shall take affect as a license to the Customer to use the name only in accordance with and subject to the terms of this Agreement the Network Agreement and all applicable laws and regulations

e) The Customer must not, or attempt to, sell, transfer or otherwise assign any Number allocated hereunder to any other person provided that, for the avoidance of doubt, the Customer may allow the use of any such Number by a third party pursuant to a bureau service made available by the customer.

f) The Customer shall be obliged to require any third party permitted to use a number pursuant to clause 2.4 (e) to comply with the terms of this agreement.

g) The allocation of any Number hereunder and the use thereof shall be subject to any regulations, directions or instructions issued or given by the Office of Communications (OFCOM) or any other body with Competent jurisdiction from time to time, including the withdrawal, termination or suspension thereof.

2.5 Number Portability

a) PRS agrees to provide number portability in relation to the numbers to the extent that it is required to do so under applicable law or regulation.

b) The customer may apply to PRS Telecom for the provision of number portability by giving PRS three months notice in writing outlining its requirements.

c) Notwithstanding any change in Network Provider resulting from the provision by PRS of Number Portability the parties shall continue to be bound by the terms of this agreement unless and until terminated in accordance with this agreement.

3 Call management

3.1 Liaison

a) Forthwith following the date of this agreement, the customer shall nominate one person from within its organisation who shall act as an account manager of such party for all matters relating to this agreement.

3.2 Traffic Forecasts

a) The customer may be asked to provide to PRS

1) At the end of each calendar month a written forecast of its estimated requirements for Numbers and Network Capacity and Services applicable to each Access Service Level for each month during the next 6 months; and

2) At least seven working days prior notice in writing of any promotion of a Service on television (whether satellite or terrestrial) or other media where the customer reasonably believes such promotion will generate an increase in Calls beyond those forecast in accordance with clause 3.2a) 1) above.

b) Each forecast by the customer shall contain reasonable accurate analysis of the daily and weekly profile and calls likely to be made.

c) Notwithstanding the provisions contained herein PRS shall not be obliged to provide Access Services to the capacity levels forecast by the Customer.

4. The Services

4.1 In respect of each service, which requires the approval of Phone Pay Plus, or any other competent authority, the customer shall, before such service (or any change thereto) is made available to Callers, obtain and submit to PRS evidence of this approval. 4.2 The Customer Shall:

a) Provide services or information of a quality, nature and kind and in a manner that is not only likely to bring PRS, the Public Network, the Network Provider or the Access Service into disrepute or contravene the codes.

b) Not state or imply any approval by PRS or the Network Provider of the content of the service or information or refer to PRS or the Network Provider without the express approval in writing of a duly authorised officer of PRS of the Network Provider (as appropriate);

c) Comply with and observe at all times all codes which apply to or otherwise affect, directly or indirectly the Access Services, the service or the information including without limitation all codes which relate to the content promotion and pricing of telephone information services;

d) Not provide in the service or information or any other materials any part of which would, or the sending of which over the network (or any other telecommunications system to which the network is connected) would be a criminal offence or otherwise unlawful:

e) Not include in a service and/or information any message or other material which is defamatory offensive, menacing, or indecent.

f) Ensure before making available a service or Information, all rights, licenses and other consents have been obtained and all requirements of law ( including the gaming acts) complied with relating to the provision of the service and/or information to callers.

g) Incorporate into any contracts or arrangements it may take with any Information Providers or other third parties, provisions requiring such parties to observe the codes and to enable PRS to enforce and sanctions imposed under the codes of any rights of PRS under this agreement;

h) Comply with all the requirements and conditions at any time and from time to time imposed on the Customer whatsoever originating (and the Customer shall be obliged to require any Information provider or other third party to do so):

i) On demand provide PRS , Phone Pay Plus, the Network Provider or any other competent regulatory body with any information and documentation in relation to the Access Services and the Services, which is in its possession within 5 working days of a request to do so.

4.3 Any failure to comply with or implement any of the obligations contained in this clause 4 by the customer shall be deemed to be a breach of condition of this Agreement.

4.4 In respect of Premium Rate Services, the customer shall forthwith inform Phone Pay Plus in writing of any contract it enters into with any information provider, including the name, address, contact telephone number and, in the case of a limited company its registered number together with the numbers allocated thereto and any charges thereto.

4.5 The customer undertakes that it is now and that it will be in the future aware of and compliant with the terms and requirements of all legislation applying to the supply of Premium Rate Services and any changes thereto from time to time.

5 Promotion

5.1 The customer shall have the sole responsibility for promoting the services to the public and shall bear the full cost of doing so including the cost of prizes and any other costs involved whatsoever.

5.2 The customer shall ensure that it has in place appropriate resources, facilities and procedures to fulfil all promotions and offers and to respond promptly to all complaints from the public.

5.3 The customer agrees to ensure that all requirements of the Gaming Acts and any other relevant legislation regulation or codes or practice are complied with in relation to any promotions offers or prizes.

6 General obligations of the customer

6.1 In performance of its obligations the Customer shall itself and shall ensure that each information provider or other third party to which it provides a Bureau Service shall:

a) Generally observe the telecommunications act 1984 and other relevant legislation, statutory instruments and comply with any codes of practice, directions or requests for information made by the director Phone Pay Plus or the secretary of state or other any body with competent jurisdiction or persons authorised on their behalf;

b) Not act or omit to act in any way, which may injure or damage any persons or property or the Network or bring PRS, the Public Network, the Network Provider or the Access Services into disrepute or howsoever cause the quality of the Access Services or any part thereof to be prejudiced or impaired.

c) Comply with the procedures and any reasonable guidelines, instructions or directions of PRS as to the method of allocating numbers, the use of such numbers and applying any access service level to any numbers.

d) Provide PRS with all necessary information and co-operation that PRS may reasonably require and comply with any reasonable directions issued by PRS in so far as such directions relate to the use of Numbers, the Access Services or the Network;

e) Keep complete and accurate records in relation to the performance of its obligations.

6.2 The customer shall ensure that it meets the minute targets.

7 Fraudulent or Improper use

7.1 The customer shall not use the services or the Access Services fraudulently or improperly or for a fraudulent or improper purpose.

7.2 Whether or not the customer is using the services or the Access Services fraudulently or improperly or for a fraudulent or improper purpose shall be determined by PRS and PRS determination shall be binding on the customer.

7.3 The meaning of the term fraudulently and improperly shall include without limitation the customer dialling its own number or any other conduct aimed at increasing any commission payable to the customer by PRS which does not involve the use of the number by the general public. 7.4 Should PRS receive notification from the Network Provider or from any other source or suspect itself that the customer is using or operating a service fraudulently or improperly the customers entitlements to Call Commissions shall cease and PRS shall be entitled forthwith to terminate this Agreement and/or recover any previous payments of call commissions made to the customer (by means offset off against any call commission due to be paid or otherwise).

7.5 The customer agrees to indemnify and keep indemnified PRS and the Network Provider against all liabilities, claims, damages, losses, expenses and proceedings (whether criminal or civil), legal fees and costs whatsoever and howsoever arising from any breach by the customer of this clause 7.

8 Payment Provisions

8.1 Charges

a) If applicable, the customer shall pay charges to any Access Service Level and/or Call Charges as set out in the service agreement or otherwise agreed from time to time.

b) Unless otherwise agreed, payment of all charges shall be made within 14 days of the date of the invoice issued in respect thereof.

c) The customer shall pay VAT on all charges at the current prevailing rate.

d) PRS shall have the right to charge interest at the rate of 2 per cent above the base rate of Barclays Bank plc on all charges from the due date until the date of actual payment.

8.2 Commissions

a) In respect of Calls to each applicable Access Service Level delivered to and received by a customer system the customer shall be entitled to receive Call Commissions at the rate and in the amount and in the manner set out in the service agreement.

b) The number and duration of calls shall be as recorded on the network which shall be deemed to be conclusive.

c) PRS shall be entitled to withhold any payments due to the customer if PRS reasonably believes that: 1. The customer is in breach of clauses 2.5,4,5 and 7 of this agreement or of the codes. 2. The customer is conducting its business illegally or for an illegal purpose or the Access Service or Services are being used in connection with a crime or fraudulently or improperly. 3. PRS will not or has not received the corresponding payment from any network provider in respect of calls made to any number. 4. Such payment is in respect of any service provided without the consent of the applicable authority (such as Phone Pay Plus).

　

d) If in the reasonable opinion of PRS any such event has occurred the customer shall not be entitled to any payment of Call Commission in respect thereof.

8.3 PRS shall be entitled to withhold any payment due to the customer if all or any part of such payment is in respect of any Service or number the subject of any unpaid fine or administrative charge or in relation to which any order for compensation, costs, expenses or contributions of any competent authority has not been complied with.

8.4 PRS reserves the right to reduce the call Commission by 4 pence per minute should the customer fail to meet the minute targets.

8.5 PRS reserves the right on notice in writing to the customer to set off all sums owing by PRS to the customer against any sums owing by the customer to PRS at any time and from time to time.

9 Rights Reserved

9.1 Suspension

a) PRS shall have the right at any time and without liability to suspend the Access Services in any of the following circumstances: 1) The customer or any information provider or other third party to which the customer provides a Bureau Service or otherwise assigns its rights hereunder is in breach of any of the terms of this agreement (including and failure to pay monies when due) or of any of the codes; or 2) If the quality of any of the Access Service and/or the operation of the Network or any Public Network may be or is impaired or otherwise adversely affected and/or for any operational reasons including but not limited to the repair, modification or maintenance or the Network or the Public Network or Services; or 3) In the case of an emergency; or 4) If required by any public network to which the network is connected or by the supplier of a Service(s) or as instructed by OFCOM or any other body with competent jurisdiction; or 5) For the purpose of modifying expanding, improving, maintaining or repairing the Access Services.

b) PRS shall give as much notice of suspension as is reasonably practicable.

c) The customer shall remain liable for all charges occurred during the period of any suspension.

9.2 Variation

PRS shall have the right at any time and from time to time to vary, modify or amend in whole or in part:

a) The charges; and/or

b) The call commission circumstances where:

1) There is any change in the interconnection payments paid by or received by PRS or the network in respect thereof; or 2) The customers’ fails to meet the minute targets; or 3) The customers’ number is ported to another network provider.

c) The terms and conditions 1) Of a minor nature considered by PRS to be reasonable in the context of the effective and efficient provision of any of the Access Services byPRS; or 2) Reasonably considered by PRS to be appropriate or necessary by virtue of any code of practice or an order given under the License or any legislation or any changes thereof or by the Director of Phone Pay Plus; and/or 3) Reasonably considered by the PRS to be appropriate or necessary by virtue of any variation in the terms of the Network Agreement.

d) The Access Services and/or particular Access Service Levels; and/or

e) The procedures, where the same are deemed reasonably necessary by PRS or the Network Provider for technical or operational reasons such that any such change, variation, modification or amendment shall take effect immediately following the expiration of not less than 30 days notice in writing given by PRS to the customer of any such change, variation, modification or amendment.

9.3 The customer agrees that PRS the Network Provider, Phone Pay Plus or any other competent body may monitor any Service at any time; where there is reason to believe any of the circumstances referred to in clauses 4,5,6 and 7 apply or may apply.

10 Force Majeure

10.1 No party shall be deemed to be in breach of this Agreement or otherwise be liable to the other by reason of any delay in performance or non-performance of any of its obligations under this Agreement (other than in respect of the obligations to pay monies when due) to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other party.

10.2 If the Force Majeure in question prevails for a continuous in excess of 3 months, either party by notice in writing to the other, immediately terminate this agreement.

11 Liability

11.1 The provisions of this clause 11 specify the entire liability of PRS arising out of this agreement whether arising out of this Agreement whether arising in contract, tort (including liability for negligence) or otherwise.

11.2 Neither party excludes its liability for negligence causing personal injury or death.

11.3 PRS shall not be liable for any breach of its obligations caused:

a) By the act or omission of the Network Provider or an Information Provider; or

b) By reason of the call traffic volumes exceeding the Levels forecast by the customer.

11.4 PRS shall not be liable whether in contract, tort (including negligence or otherwise) for:

a) Any loss of profit, business, revenue, anticipated savings or data; or c) Any indirect or consequential losses.

11.5 In no event shall PRS aggregate liability to the customer in connection with this agreement whether in contract, tort (including negligence or otherwise) exceed £100,000 in any consecutive period or 12 months from the date of this Agreement.

11.6 PRS shall not be liable to the customer for any failure to comply with its obligations under this agreement where such liability arises as a result of the failure by the customer to fulfil its obligations under this agreement.

11.7 Except as set out in this agreement, all other warranties or terms or conditions whether implied by statue or otherwise are hereby expressly excluded.

11.8 The provisions of this clause shall survive the termination of this agreement.

12 Insurance

12.1 The customer shall effect and maintain suitable legal liability insurance in such amounts as PRS may reasonably require (being not less than £100,00 GBP) from time to time for each and every claim arising and shall produce to PRS on demand a copy of such insurance policy(s) together with the receipt for the current premiums.

13 Indemnity

13.1 The customer shall indemnify PRS and keep PRS indemnified against all liabilities, claims, damages, losses, expenses and proceedings (whether criminal or civil), legal fees and costs whatsoever and howsoever arising from any breach of this agreement by the customer or from any use of a number or the Access Services by the customer or the provision of Bureau Services, the Services or the Information or as a result of any information supplied by the Customer to PRS which is in any respect false or misleading or incomplete or from the actions of any third party to which the customer assigns its rights hereunder.

14 Confidentiality

14.1All business, commercial or technical information disclosed by either party

("Disclosing party") to the other ("receiving party") including but not limited to this agreement between the parties shall be regarded as being confidential unless expressly stated otherwise in writing and shall not be disclosed to any third party without the prior written consent of the disclosing party PROVIDED THAT information shall not be regarded as confidential if it is or becomes publicly known through no fault of the receiving party or is required to be disclosed by a court or other authority of competent jurisdiction or for the purposes of obtaining any listings or the maintenance of any listings on any stock exchange.

14.2 The obligations of confidentiality set out in this clause 14 shall continue notwithstanding the termination of this agreement for any reason for a period of three years from the date of any such termination.

15 Duration and Termination

15.1 This agreement shall commence on the date set out in the Service Agreement and shall continue for a minimum period of 12 months and thereafter unless and until terminated pursuant to the provisions contained herein.

15.2 PRS Shall have the right to terminate this Agreement, the allocation of any numbers and the provision of any access Services with immediate effect if:

a) Any license to operate the network or the Public Network or to provide the Access Services or the Services or any part thereof shall expire or is revoked or terminates for any reason without the immediate renewal thereof or if PRS agreement with the network provider is modified, terminated revoked or expires for whatever reason;

b) PRS is unable to recover call commissions pursuant to clause 8 thereof;

c) If necessary to comply with any decision of OFCOM or any other competent regulatory body;

d) The Network Agreement is terminated.

15.3 Either party shall have the right to terminate this agreement:

a) With immediate effect on 7 days written notice if the other party commits a material breach or series of persistent breaches of any of the terms of this Agreement (including failure to pay monies when due) and has failed to remedy the breach within 30 days of receiving written notice from either party specifying the breach and requiring its remedy. b) With immediate effect 7 days written notice if the other party is unable to pay its debts (within the meaning of section 123 of the insolvency act 1986), makes or offers to make any arrangements or composition with any of its creditors (including the other party hereto) or commits any act of bankruptcy is presented or made against that other party, or if any resolution or petition to wind up that other party (being a limited company) is issued, passed or presented otherwise than for the purpose of reconstruction or amalgamation or if a receiver of that other party’s undertaking, property, or assets or any part thereof is appointed;

b) At any time after the anniversary of this agreement by giving not less than 6 months notice in writing to the other.

15.4 If, for any reason, there is a complete or major suspension of the Access Services for a period in excess of 3 calendar months, then either party shall have the right to terminate this agreement forthwith by written notice to the other. In the event of such termination, neither party shall have liability to the other on respect of the termination in such circumstances or in respect of the period of suspension of the Access Services prior to termination other than for any outstanding sums due from one party to the other pursuant to clause 8 above.

15.5 Upon termination of this agreement for any reason:

a) The customer shall cease to have the right to use any numbers and the allocation of the same shall revert to PRS and the customer shall permit the disconnection of any number from the disconnection of any number from the Access Services consequent upon such reversions; and

b) The customer shall have no further right to use the Access Services; and

c) All monies then owing by one party to the other shall come immediately due and payable; and

d) The customer shall have no further entitlement to receive any further call commissions; and

e) The provisions of clauses 1,11,14,16 and 17 shall remain in full force and effect.

15.6 Termination of this agreement shall be without prejudice to any claims or remedies that either party may have against the other occurred up to date of termination.

16 Assignment

16.1 Subject to the provision of clause 2.3 herein the customer shall not delegate sub-contract charge or assign either in whole or in part any of the customer’s rights or obligations hereunder.

16.2 PRS may assign its rights and obligations under the agreement provided it shall notify the customer in writing.

17 General Provisions

17.1 The customer acknowledges that this agreement constitutes the entire agreement of the parties and supersedes and cancels any statements, warranties or representations, whether written or otherwise, made by PRS or any other officer, employee or agent of PRS in force prior to the date hereof any terms and conditions of PRS in force prior to the date of hereof.

17.2 PRS shall have the right, by giving notice in writing to the customer, to assign and transfer this agreement and all rights and obligations hereunder to any third party which is authorised to run a telecommunications system pursuant to a license issued under the Telecommunications Act 1984 or any successor legislation.

17.3 Any concession or waiver allowed by either party to the other should neither prevent such party from exercising any right nor prejudice its rights to take any subsequent action.

17.4 Any notice required to be given hereunder shall be given in writing or by fax to the recipient at the address stated in this agreement and shall if sent first class post be deemed to be delivered 48 hours after posting. Either party may, by notice in writing to the other change its address for the service of notices and such address shall thereafter be deemed to be the address of such party for the purposes of this agreement.

17.5 This agreement shall be governed by and shall take effect in accordance with the laws of England and shall be subject to the jurisdiction of the English Courts.

　

　

 

1.1 In this agreement, the following expressions shall have the following meanings.

"Access Service"

Such telecommunications call access service(s) made available by PRS from time to time pursuant to this agreement.

"Access Service Level"

In each case, the particular Access Service as described in the Service Agreement or otherwise agreed by the parties in writing from time to time. Including call charges.

"Agreement"

These terms and conditions and the Service Agreement including all schedules and annexes referred to, and any variation , Modifications, or additions made from time to time.

"Bureau Service"

The provision of Premium Rate Services by means of a managed service bureau provided by

the customer to or for Information Providers.

"Call"

A telephone call connected to a service by means of an Access Service Level.

"Call Charges"

A charge payable by the customer for making phone calls at the agreed rates.

"Call Commissions"

The commission payable to the Customer from time to time in respect of calls made to Numbers.

"Caller"

Any person making a call.

"Charges"

Any charges payable by Customer in respect of Access Services or Call Charges.

"Circuit"

Such 2m/bit circuits ordered by the Customer in respect of Access Services.

"Codes"

Means all codes of practice, rules of procedure, guidelines, directions, policies and other Requirements of Phone Pay Plus from time to time and shall include (without limitation) all decisions, adjudications, orders (including orders for the payment of fines, compensation, costs, contributions and/or expenses) of Phone Pay Plus from time to time together with such other codes of practice, rules of procedure, directions, adjudications or requirements of any other competent authority from time to time in force.

"Customer"

The person firm or company named in Service Agreement.

"Customer System"

The telecommunications and other equipment operated by the customer for the purpose of providing the Services.

"Director"

Director General or Telecommunications.

"Force Majeure"

Any Act of god, lockout, fire, flood, delay, default, omission, act or refusal to act on any supplier or other telecommunications network operator, governmental act, order or direction (whether local or national) or other cause beyond the reasonable control of the party affected including any regulatory or other constraint on the ability of the Network Provider to

a) Allocate and maintain the allocation of Numbers to PRS ; or

b) To make available and/or provide the Access Services or any part(s) thereof and/or the basis of such provision.

"Gaming Acts"

The Gaming Act 1968 and the Lotteries and Amusements Act 1976 and any amendments to such Acts from time to time in force.

"Information"

Information or other content, which is or is to be made available to Callers and which represents the subject matter of a Premium Rate Service(s) in whole or part.

"Information Provider"

Any organisation or person providing Information in respect of the provision of Premium Rate Services.

"Network"

The telecommunications system run by the Network Provider from time to time.

"Network Agreement"

The agreement between the Network Provider and PRS.

"Network Capacity"

Means the total volume (in minutes) of calls to be made to Numbers.

"Network Provider"

The organisation running the Network or Public Network.

"Number"

Means any telephone number as may be allocated to the Customer from time to time under this agreement.

"Phone Pay Plus"

The Independent Committee for the Supervision of Standards of Telephone Information Services or any other body which may be appointed in addition to or in substitution for Phone Pay Plus by any competent authority. "Minute Targets"

Means the monthly targets agreed between the parties and set out in the Service Agreement relating to the number of minutes which the Customer must generate each month.

"Premises"

The place(s) at which the customer Equipment is located and/or the Service is or will be provided from.

"Premium Rate Services"

Any service comprising live or recorded telephone information and/or entertainment, facsimile services which would be defined as premium rate services in any code of practice issued by Phone Pay Plus from time to time.

"Procedures"

The technical, operational and administrative procedures issued by PRS to the customer from time to time.

"Public Network"

Communications systems to which the Customer System is connected for the purpose of providing some or all of the Access Services hereunder.

"Service"

Such entertainment, live or recorded information or other service including any Bureau Service, Premium Rate Services or facsimile services made available by the customer from time to time by means of Numbers and the Access Service Level(s) and "Services" shall mean all such services.

"Service Agreement"

Means the terms agreed in writing between the parties relating to the Access Services, the charges, the Call Commissions and the Minute Targets

1.2 In this agreement:

a) Words denoting the singular include the plural and vice versa;

b) Words denoting persons include natural persons bodies corporate, unincorporated associates and partnerships;

c) Reference to any statue or statutory provisions includes amending legislation;

d) Headings are inserted for convenience only shall not affect the construction or interpretation of this Agreement.

 

Terms and Conditions.