Trade Person User Agreement
The Tradesperson terms and conditions below (Terms) form the
agreement which governs your use of the Tradybay platform, accessible at
www.tradybay.co.uk (Platform)
and any goods or services you sell through the Platform. By clicking accept, or
using the Platform and applying for a Tradesperson account with us, you agree
to be bound by these Terms which forms a binding contractual agreement between
you, the Tradesperson, and us, Work Sheriff Ltd a company registered in England
and Wales with Company Number 15484793 and registered office at 83 -89 Phoenix
Street, Sutton In Ashfield, United Kingdom, NG17 4HL (Tradybay, we or us).
Tradesperson TERMS AND CONDITIONS
1
Definitions
(a)
In these Terms, the following words have the corresponding meaning:
(i)
Account means your Tradesperson account on the Platform of the
Platform;
(ii)
Bid means a bid on a Job posted by a Homeowner;
(iii)
Commencement Date means the date this agreement is
signed;
(iv)
Commission means the commission payable to Tradybay for each Order
placed, being a percentage (as set out on the Platform) of the Price rounded up
to the nearest £1, or as otherwise agreed between us and the Tradesperson in
writing;
(v)
Credits means a credit required to place a Bid;
(vi)
Homeowner means a Homeowner of the Platform, being a person or
entity who places an order for Services (whether sold by you or another User)
on the Platform;
(vii)
Homeowner Terms means the terms applicable to the Homeowners
(and which will apply to your sale of Services to Homeowners via the Platform),
found here Best websites for tradesmen:
Find Trusted Tradespersons & Local Tradesmen -tradybay
(viii)
Services means the Services, goods and services available for
purchase on the Platform including but not limited to the Services available in
your Listing;
(ix)
Listing means a listing for the sale of Services;
(x)
Order means an order for Services placed by a Homeowner via
the Platform;
(xi)
Price means the price payable for the Services in a listing,
as set by the Brand;
(xii)
Remaining Amount means the Price less the Commission;
(xiii)
Required Insurance means public liability insurance of
no less than £2,000,000 (two million pounds) which must be valid at all times
while you hold a Tradesperson Account.
(xiv)
Third Party Payment Platform means any third party payment
platform available to make or receive payments on the Platform, as set out in
clause 13(i);
(xv)
User means any user of the Platform including without
limitation you, other Tradespersons and Homeowners.
(b)
In addition to the above words, throughout these Terms we may define
additional words and phrases.
2
Duration of this agreement
These Terms commence on the Commencement Date and continue until
terminated in accordance with clause 24 (Term).
3
Representing a company
If you use the Platform on behalf of a company or organisation you
warrant that you have the necessary authority from that company or organisation
to do so. If you are signing up not as an individual but on behalf of your
company, your employer, an organisation, government or other legal entity (Represented
Entity), then “you” and “Brand” means the Represented Entity and you are
binding the Represented Entity to this agreement. If you are accepting this
agreement and using our Platform on behalf of a Represented Entity, you
represent and warrant that you are authorised to do so.
(a)
All Tradespersons are required to sign-up to and create a Tradesperson Account
on our Platform.
(b)
As part of the Account registration process and as part of your
continued use of the Platform, you are required to provide:
(i)
Contact information and
details, such as your email address, first and last name, mobile phone
number, and other information as determined by Tradybay from time to time;
(ii)
Tradesperson logos;
(iii)
A description of your business
and services;
(iv)
Details of your insurance
including evidence of having the Required Insurance; and
(v)
Bank account details and
billing address for payment and invoicing.
(c)
You are also required to provide information, including supporting
documentation and evidence as we so require, to substantiate any sustainability
claims of the Tradesperson.
(d)
You warrant that any information you give to Tradybay in the course of
completing the Account registration and Integration process will always be
accurate, honest, correct and up-to-date.
(e)
Tradybay reserves the right to contact you about any concerning
behaviour by you, or to seek a resolution with you.
(f)
Tradybay may, in its absolute discretion, suspend or cancel your Account
for any reason, including for any failure to comply with this agreement.
(a)
Homeowners may place requests
for services to the Platform (Job
Listings).
(b)
To respond to a Job Listing, Tradespersons
may submit a bid to do the work (Bid) for the Homeowner to consider.
(c)
A Credit is required for each
Bid placed.
(d)
Tradespersons must purchase
Credits via the Platform. The price of a Credit shall be as set out on the Platform.
(e)
You will be able to view
details of the specific services requested, however you will not be able to
view the contact details of the Homeowner who submitted the Job Listing.
You acknowledge and agree
that:
(f)
you must use your best endeavours to provide as much information as
possible in any Bid you submit to the Platform including without limitation:
(i)
a complete description of the Services; and
(ii)
the price of the Services on a per item basis inclusive of any VAT (Price),
(g)
you warrant that all information provided in a Bid or in respect of the Services
is accurate and up to date, and you are solely responsible for updating your
Account details on the Platform;
(h)
Tradybay will not be liable to you for any errors in the Job Listing or
your Bid (including any pricing errors);
(i)
You will indemnify Tradybay against any loss, claim, liability, expense
or damages arising out of or in connection with your Bid or your Services;
(j)
Tradybay may choose not to accept any Bid you submit to the Platform;
(k)
Tradybay makes no warranties that any Bids you submit will be accepted
by a Homeowner; and
(l)
for each Bid you submit on the Platform, if a Homeowner agrees to
purchase the Services pursuant to that Bid, Tradybay will collect a Commission.
6
BINDING CONTRACT
You agree that when a Homeowner
places accepts your Bid for Services this constitutes a binding contract
between you and that Homeowner, where you will provide the Homeowner with the Services
in exchange for your receipt of the Remaining Balance. A contract is formed in
this respect when the Homeowner accepts the Bid on the Platform.
7
delivery of Services
(a)
Performance and delivery of Services to Homeowners is the responsibility
of the Tradesperson.
(b)
It is your responsibility to regularly check the Platform your nominated
email for accepted Bids.
(c)
You must take all reasonable steps to provide the Services as described
in every Bid that is accepted by a Homeowner, including by not cancelling any
part of an accepted Bid.
(d)
Tradespersons must at all times:
(i)
be polite and courteous to Homeowners;
(ii)
communicate clearly and
effectively to minimise disputes or scoping issues;
(iii)
perform the Services
professionally and with due care and skill and in accordance with industry best
practice and applicable standards (including but not limited to keeping the
area clean and tidy during and after the completion of the Services, and refraining
from using profanity or inappropriate language while performing the Services).
(e)
If we receive reports of violent or unprofessional behaviour about a Tradesperson,
we reserve the right to cancel your Account on the Platform.
(f)
You must use due care and skill to ensure any quotations provided via
the Platform are as accurate as possible. We recommend the Tradesperson visit
the relevant premises for the final measurements (if measurements are essential
to the fitting of goods) before any goods are ordered. It should be taken that
all measurements provided by the Homeowner on the Platform are estimates only.
(g)
Tradespersons must comply with all Health and Safety Laws and are
responsible for their own health and safety including but not limited to the
Health and Safety Act 1974 and The Construction Design and Management
Regulations (CDM) 2015
(h)
If the Tradesperson damages the Homeowner’s or another Trade Person’s
property, we reserve the right to deduct the repair or rectification cost from
any final payment due to the Tradesperson to be issued as a refund to the Homeowner.
(a)
Homeowners may rate a Tradesperson
(Rating) and/or may provide feedback
to Tradespersons regarding the Services Homeowners received from them (Review).
(b)
Homeowner’s Ratings and Reviews
can be viewed by any User and will remain viewable until the relevant Tradesperson
Account is removed or terminated.
(c)
We reserve the right to
terminate Tradesperson Accounts who receive consistently negative or poor
Ratings or Reviews, or if we receive notification from Homeowners of behaviour
which is not consistent or compliant with these Terms.
9
FEES
9.1
PAYMENT TERMS
(a)
TradyBay operates a marketplace
platform enabling Homeowners to engage Tradespeople. The contract for services
is between the Homeowner and the Tradesperson. TradyBay is not a party to that
contract and is not responsible for the performance of the services.
(b)
TradyBay acts as a commercial
agent of the Tradesperson. The Tradesperson authorises TradyBay to receive
payments from Homeowners on the Tradesperson’s behalf, to hold such funds in a
client account, and to transfer funds to the Tradesperson in accordance with
these Terms. TradyBay’s activities fall within the Commercial Agent Exclusion
under the Payment Services Regulations 2017 and do not constitute regulated
payment services.
(c)
TradyBay does not provide
escrow, electronic money issuance, or any regulated payment services. All
payment handling is carried out strictly in its capacity as a commercial agent
of the Tradesperson under the Commercial Agent Exclusion.
9.2
COmmission
(b)
You agree that we shall be entitled to retain the Commission from any
Price paid by a Homeowner for each Order.
(c)
Funds received from Homeowners
are held by TradyBay in a designated client account on behalf of the
Tradesperson until they are released in accordance with these Terms. Such funds
do not belong to TradyBay and are not available to TradyBay’s creditors.
(d)
Subject to any dispute,
TradyBay will release funds to the Tradesperson (after deduction of its
Commission) when:
(i)
the Homeowner confirms that the
services have been completed;
(ii)
the Homeowner is deemed to have
accepted completion after a specified period of non‑response; or
(iii)
a dispute is resolved in favour
of the Tradesperson
(Acceptance).
(e)
Where a refund is agreed or
required, TradyBay may, acting on behalf of the Tradesperson, return funds to
the Homeowner using the original payment method, subject to any deductions
permitted under these Terms (for example, for partial completion or cancellation
fees).
(f)
Upon Acceptance, Tradybay shall release the Remaining Balance to you
within up to three (3) business days.
10.1
CAncellation by a Homeowner
(b)
Where a Homeowner is entitled to, or otherwise granted by us in our sole
discretion, a refund, you:
(i)
Authorise us to issue a refund to a Homeowner on your behalf;
(ii)
Agree to indemnify Tradybay in respect of any refunds we pay to a Homeowner
in respect of Services supplied by you on the Platform.
(a)
You agree that while you are a Tradesperson on the Platform, regardless
of the reason that your Account was suspended or cancelled, you will not,
either directly or indirectly, solicit or attempt to solicit any business,
work, income or other benefit, from any Homeowner whom you came to know about,
or with whom you provided goods or services to directly or indirectly, by using
the Platform. This provision will apply whether or not the Homeowner or their
representative is still active on the Platform.
(b)
Tradybay may, in its absolute discretion, cancel your Account and
suspend you from using the Platform if it finds or suspects that you have
breached or are in breach of this clause 11.
By listing yourself as a Tradesperson
on the Platform and posting a Listing, you represent and warrant that as at the
date of this agreement and throughout the Term:
(a)
Your Sustainability Statements are true, correct and not misleading;
(b)
you are able to provide the Services as specified in the Listing;
(c)
you have the right to provide the Services specified in the Listing to
the countries in which you agree to ship to (which will be all countries in
which our Platform is available, unless agreed otherwise in writing);
(d)
you will comply at all times with all applicable laws; and
(e)
you will provide the relevant Services to Homeowners in compliance with
all applicable laws.
13
USER OBLIGATIONS
As a Tradesperson you
agree:
(a)
not to intimidate, harass, impersonate,
stalk, threaten, bully or endanger any other User or distribute unsolicited commercial
content, junk mail, spam, bulk content or harassment;
(b)
to not share your Account with any other
person and that any use of your Account by any other person is strictly
prohibited. You must immediately notify Tradybay of any unauthorised use of
your Account, password or email, or any other breach or potential breach of the
Platform’s security;
(c)
to not use the Platform for any purpose other
than for the purpose of making arrangements to provide Services, including:
(i)
you must not use the Platform in a manner that is
illegal or fraudulent or facilitates illegal or fraudulent activity (including
requesting or accepting a job or a sale which includes illegal goods,
activities or purposes); and
(ii)
you must not use the Platform in connection with any commercial or money
making or other promotional or marketing endeavours except those that are
endorsed herein, or as approved in writing by Tradybay;
(d)
not to act in any way that may harm the
reputation of Tradybay or associated or interested parties or do anything at
all contrary to the interests of Tradybay or the Platform;
(e)
you must not make any automated use of the
Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform
without the express written consent of Tradybay;
(f)
that Tradybay may change any features of the Platform or Services
offered through the Platform at any time without notice to you;
(g)
that information given to you through the Platform, by Tradybay or
another User including a Tradesperson, is general in nature and we take no
responsibility for anything caused by any actions you take in reliance on that
information;
(h)
that Tradybay may cancel your account at any time, including if it
considers, in its absolute discretion, that you are in breach or are likely to
breach this clause 1; and
(i)
that you may be required to use a Third Party Payment Platform (currently
Stripe) in receiving any payments via the Platform, and you warrant that you
have read, understood and agree to be bound by the relevant Third Party Payment
Platform’s terms of use, available here https://stripe.com/gb/legal; and
(j)
the terms of use of other portals or other payment methods may apply to
your Account and use of the Platform from time to time, and provided we have
notified you of these terms you agree to be bound by those terms. If you do not
agree to any third party terms, you must notify us and immediately cease using
the Platform.
14.1
WARRANTIES
By providing or posting any
information, materials or other content on the Platform (Posted Material),
you represent and warrant that:
(a)
you are authorised to provide the Posted Material (including by being
authorised to provide any goods and services that you represent you provide);
(b)
the Posted Material is accurate and true at the time it is provided;
(c)
any Posted Material which is in the form of a review or feedback is
honest, accurate and presents a fair view of the relevant person and/or your
experience;
(d)
the Posted Material is free from any harmful, discriminatory, defamatory
or maliciously false implications and does not contain any offensive or
explicit material;
(e)
the Posted Material is not “passing off” of any product or service and
does not constitute unfair competition;
(f)
the Posted Material does not infringe any Intellectual Property Rights,
including copyright, trademarks, business names, patents, confidential
information or any other similar proprietary rights, whether registered or
unregistered, anywhere in the world;
(g)
the Posted Material does not contain any viruses or other harmful code,
or otherwise compromise the security or integrity of the Platform or any
network or system; and
(h)
the Posted Material does not breach or infringe any applicable laws.
14.2
LICENCE
(a)
You grant to Tradybay a perpetual, irrevocable, transferable, worldwide
and royalty-free licence (including the right to sublicense) to use, copy,
modify, reproduce and adapt any Intellectual Property Rights in any Posted
Material in order for Tradybay to use, exploit or otherwise enjoy the benefit
of such Posted Material.
(b)
If it is determined that
you retain moral rights (including rights of attribution or integrity) in any
Posted Material, you forever release Tradybay from any and all claims
that you could assert against Tradybay by virtue of any such
moral rights.
(c)
You indemnify Tradybay
against all damages, losses, costs and expenses incurred by Tradybay
arising out of any third party claim that your Posted Material infringes any
third party’s Intellectual Property Rights.
14.3
REMOVAL
(a)
Tradybay acts as a passive conduit for the online distribution of Posted
Material and has no obligation to screen Posted Material in advance of it being
posted. However, Tradybay may, in its absolute discretion, review and remove
any Posted Material (including links to you, your profile or listings you have
posted on the Platform) at any time without giving any explanation or
justification for removing the Posted Material.
(b)
You agree that you are responsible for
keeping and maintaining records of Posted Material.
The Platform is made available to you strictly on an ‘as
is’ basis. Without limitation, you acknowledge and agree that Tradybay cannot
and does not represent, warrant or guarantee that:
(a)
the Platform will be free from errors or defects;
(b)
the Platform will be accessible at all times;
(c)
messages sent through the Platform will be delivered promptly, or
delivered at all;
(d)
information you receive or supply through the Platform will be secure or
confidential; or
(e)
any information provided through the Platform is accurate or true.
(b)
You retain ownership of the
Intellectual Property Rights in all Tradesperson Materials, and you grant to Tradybay
a non-exclusive, royalty-free, non-transferrable, revocable licence to use the
Intellectual Property Rights in the Tradesperson Materials for the purpose of
providing the Platform to you, including hosting Listings and facilitating
Orders, as contemplated by these Terms.
(c)
You may make a temporary electronic copy of all or part of the Platform
Content for the sole purpose of viewing it. You must not otherwise reproduce,
transmit, adapt, distribute, sell, modify or publish the Platform Content
without prior written consent from Tradybay or as permitted by law.
(i)
“Tradesperson Content” means
any documents or materials supplied by the Tradesperson to Tradybay under or in
connection with these Terms including any Intellectual Property Rights
attaching to those materials; and
(ii)
“Intellectual Property
Rights” means all copyright, trade mark, design, patent, semiconductor and
circuit layout rights, trade, business, company and domain names, confidential
and other proprietary rights, and any other rights to registration of such
rights whether created before or after the date of this agreement worldwide.
The Platform may contain text, images, data and other
content provided by a third party and displayed on the Platform (Third Party
Content). Tradybay accepts no responsibility for Third Party Content and
makes no representation, warranty or guarantee about the quality, suitability,
accuracy, reliability, currency or completeness of Third Party Content.
(a)
Any service that requires Tradybay to acquire goods and services
supplied by a third party on behalf of the Homeowner (including a third party
payment service, like the Third Party Payment Platform may be subject to the
terms and conditions of that third party (Third Party Terms), including
‘no refund’ policies.
(b)
Our Platform is hosted by Mirakl, and their terms and conditions
(available here: www. mirakl.com/terms-of-service) are Third Party Terms, and
shall apply to your use of the Platform.
(c)
You agree to familiarise yourself with any Third Party Terms applicable
to any such goods and services and, by instructing Tradybay to acquire the
goods or services on your behalf, the Tradesperson will be taken to have agreed
to such Third Party Terms.
Tradybay does not accept responsibility for loss or
damage to computer systems, mobile phones or other electronic devices arising
in connection with your use of the Platform. You should take your own
precautions to ensure that the process you employ to access the Platform does
not expose you to the risk of viruses, malicious computer code or other forms
of interference.
(a)
(Introduction service) Tradybay is a medium that facilitates the
introduction of Homeowners and Tradespersons for the purposes of buying and
selling Services. Tradybay simply collects a service fee in consideration for
providing this introduction service and does not have any obligations or
liabilities to, and is not a party to any contract between, Homeowners and Tradespersons
in relation to such Services or otherwise resulting from the introduction.
(b)
(Limitation of liability) To the maximum extent permitted by
applicable law, Tradybay excludes completely all liability to any person for
loss or damage of any kind, however arising whether in contract, tort
(including negligence), statute, equity, indemnity or otherwise, arising from
or relating in any way to the Platform or its use or any services provided by
any Tradesperson. This includes the transmission of any computer virus.
(c)
(Indemnity) You agree to indemnify Tradybay and its employees and
agents in respect of all liability for loss, damage or injury which may be
suffered by any person arising from you or your representatives’:
(i)
breach of any term of this agreement;
(ii)
use of the Platform; or
(iii)
your provision or receipt of Services from another User.
(d)
(Consequential loss) To the maximum extent permitted by law,
under no circumstances will Tradybay be liable for any incidental, special or
consequential loss or damages, or damages for loss of data, business or
business opportunity, goodwill, anticipated savings, profits or revenue arising
under or in connection with the Platform, this agreement or their subject
matter, or any services provided by any Tradesperson (except to the extent this
liability cannot be excluded at law.
The Tradesperson must not,
without the prior written consent of Tradybay and subject to clause 23, subcontract any part of this
agreement.
22
CONFIDENTIALITY
You agree that:
(a)
no information owned by Tradybay, including these Terms, our Commission
rate, the number of sales completed via our Platform, our system operations,
documents, marketing strategies, staff information, and Homeowner information,
may be disclosed or made available to any third parties; and
(b)
all communications involving the details of other users on this Platform
(including but not limited the Homeowner) and of the Tradesperson are
confidential, and must be kept as such by you and must not be distributed nor
disclosed to any third party.
We shall process personal information about Users in accordance with
our Privacy Policy. See our
privacy and policy for further details | Tradybay
(a)
Tradybay reserves the right to terminate your access to any or all of
the Platform (including any Account, Listings and other memberships), for any
reason, by providing you with one months’ written notice.
(b)
You may cancel your Account on the Platform at any time using the
functionality on the Platform. If you cancel your Account:
(i)
Your Account will remain active
until all outstanding Services have been performed and Accepted or otherwise
cancelled.
(c)
We may terminate your Account without notice to you if we suspect you
are in breach of these Terms.
(d)
Notwithstanding termination or expiry of your Account the provisions of clause
20 and any other provision which by its nature would
reasonably be expected to be complied with after termination or expiry, will
continue to apply.
To the extent permitted by law, Tradybay reserves the
right to keep all records of any and all transactions and communications made
through this Platform between you and other Users (including conversations,
user posts, job request bids, comments, feedback, cookies, and I.P. address
information) for administration purposes and also holds the right to produce
these records in the event of any legal dispute involving Tradybay.
26
NOTICES
A notice or other
communication to a party under this agreement must be:
(a)
in writing and in English; and
(b)
delivered via email to the other party, to:
(i)
in respect of the Tradesperson,
to the email address supplied with the Tradesperson’s Account; and
(ii)
in respect of Tradybay, to support@tradybay.com
(Email Address). The
parties may update their Email Address by notice to the other party.
(c)
Unless the party sending the notice knows or reasonably ought to suspect
that an email was not delivered to the other party’s Email Address, notice will
be taken to be given:
(i)
24 hours after the email was sent, unless that falls on a Saturday,
Sunday or a public holiday in the state or territory whose laws govern this
agreement, in which case the notice will be taken to be given on the next
occurring business day in that state or territory; or
(ii)
when replied to by the other party,
whichever is earlier.
(a)
You should direct any complaint
relating to another User to that User. Users must take all reasonable steps to
resolve any dispute with another User with that User.
(b)
If any issue or problem
relating to the Platform remains unresolved after directing a complaint to a
relevant User, or if the complaint does not relate to another User, you must
report it to Tradybay via support@worksheriff.co.uk We will assess the
complaint and attempt to quickly and satisfactorily resolve it.
(c)
Any costs you incur in relation
to a complaint or dispute will be your responsibility.
(d)
Tradybay has the option to
appoint an independent mediator or arbitrator if needed. The cost of any
mediator or arbitrator must be shared equally between each of the parties to
the dispute.
(e)
Tradybay reserves the right to
hold funds in relation to a dispute until the dispute is resolved by the
relevant parties or by a mediator or arbitrator.
(f)
If you have a dispute with Tradybay,
you agree to notify us first and enter into discussion, mediation or
arbitration with us for a minimum of a 120-day period before pursuing any other
proceedings.
(g)
Notwithstanding any other
provision of this clause 27, you
or Tradybay may at any time cancel your Account or discontinue your use of the
Platform.
28
GENERAL
28.1
GOVERNING LAW AND JURISDICTION
This agreement and any
dispute or claim (including non-contractual disputes or claims) arising out of
or in connection with it or its subject matter or formation shall 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 shall have exclusive
jurisdiction to settle any dispute or claim (including non-contractual disputes
or claims) arising out of or in connection with this agreement or its subject
matter or formation.
28.2
THIRD PARTY RIGHTS
This agreement does not
give rise to any rights under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of this agreement.
28.3
UNFAIR CONTRACT TERMS
To
the extent that the provisions of any applicable law shall impose restrictions
on the extent to which liability can be excluded under this agreement
including, for the avoidance of doubt, the provisions of sections 3, 6 and 11
of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in
any other jurisdiction) relating to the requirement of reasonableness, the
exclusions set out in this clause shall be limited in accordance with such
restrictions. However, any exclusions of liability that are not affected by
such restrictions shall remain in full force and effect.
28.4
WAIVER
No party to this agreement
may rely on the words or conduct of any other party as a waiver of any right
unless the waiver is in writing and signed by the party granting the waiver.
28.5
SEVERANCE
Any term of this agreement
which is wholly or partially void or unenforceable is severed to the extent
that it is void or unenforceable. The validity and enforceability of the
remainder of this agreement is not limited or otherwise affected.
28.6
JOINT AND SEVERAL LIABILITY
An obligation or a
liability assumed by, or a right conferred on, two or more persons binds or
benefits them jointly and severally.
28.7
ASSIGNMENT
A party cannot assign,
novate or otherwise transfer any of its rights or obligations under this
agreement without the prior written consent of the other party.
28.8
COSTS
Except as otherwise
provided in this agreement, each party must pay its own costs and expenses in
connection with negotiating, preparing, executing and performing this
agreement.
28.9
ENTIRE AGREEMENT
This agreement embodies the
entire agreement between the parties and supersedes any prior negotiation,
conduct, arrangement, understanding or agreement, express or implied, in
relation to the subject matter of this agreement.
28.10
INTERPRETATION
(a)
(singular and plural) words in the singular includes the plural
(and vice versa);
(b)
(gender) words indicating a gender includes the corresponding
words of any other gender;
(c)
(defined terms) if a word or phrase is given a defined meaning,
any other part of speech or grammatical form of that word or phrase has a
corresponding meaning;
(d)
(person) a reference to “person” or “you” includes an individual,
the estate of an individual, a corporation, an authority, an association,
consortium or joint venture (whether incorporated or unincorporated), a
partnership, a trust and any other entity;
(e)
(party) a reference to a party includes that party’s executors,
administrators, successors and permitted assigns, including persons taking by
way of novation and, in the case of a trustee, includes any substituted or
additional trustee;
(f)
(this agreement) a reference to a party, clause, paragraph,
schedule, exhibit, attachment or annexure is a reference to a party, clause,
paragraph, schedule, exhibit, attachment or annexure to or of this agreement,
and a reference to this agreement includes all schedules, exhibits, attachments
and annexures to it;
(g)
(document) a reference to a document (including this agreement)
is to that document as varied, novated, ratified or replaced from time to time;
(h)
(headings) headings and words in bold type are for convenience
only and do not affect interpretation;
(i)
(includes) the word “includes” and similar words in any form is
not a word of limitation;
(j)
(adverse interpretation) no provision of this agreement will be
interpreted adversely to a party because that party was responsible for the
preparation of this agreement or that provision; and
(k)
(currency) a reference to £ or GBP is to pound sterling currency unless
otherwise agreed in writing.
