1.2.5 a Schedule is a schedule to this
Agreement; and
1.2.6 a clause or paragraph is a reference to
a Clause of this Agreement (other than the Schedules) or a
paragraph of the relevant Schedule.
1.3 In this Agreement:-
1.3.1 any reference to the parties includes a
reference to their respective [personal representatives,
heirs], successors in title and permitted assignees;
1.3.2 any reference to a person includes any
body corporate, unincorporated association, partnership or any
other legal entity;
1.3.3 words importing the singular number
include the plural and vice versa; and
1.3.4 words importing any gender include any
other genders.
1.4 The headings in this
Agreement are for convenience only and shall not affect its
interpretation.
2. Scope of
Services
2.1 Services
The Contractor shall author,
design, create, develop, test and produce the Deliverables, and
host the Web Site, in accordance with the Work Statement for
the purpose of establishing and hosting the Web Site. At any
time during the term of this Agreement, the Company may request
additional services to be performed by the Contractor in
connection with the Web Site, including any updates or
upgrades. Such additional work shall be agreed upon in writing
by the parties and shall service as an addition or revision to
the Work Statement, shall be subject to the terms of this
Agreement and become effective upon execution, by authorised
representatives of both parties, of a written statement of the
revision.
2.2 Notice of Delay
The Contractor agrees to use commercially reasonable efforts to
complete the Deliverables in a timely manner according to the
Work Programme but the obligations with respect to meeting the
Work Programme are subject to delays caused by unforeseen
circumstances, by any voluntary action of the Company or of any
third parties beyond the control of the Contractor. The
Contractor agrees to notify the Company promptly of any event
coming to its attention that may affect the Contractor's
ability to meet the requirements of the Work Statement, or that
is likely to cause any material delay in delivery of the
Deliverables. The Contractor shall not be in breach of
this Agreement as a result of a reasonable delay in delivering
the Deliverables occurring for any reason.
2.3 Changes
Changes in the Work Statement shall become effective upon
verbal agreement of the parties. The Contractor shall
accept any reasonable change requests made by the Company that
reduce the cost of performance; provided, however, that an
equitable adjustment in compensation is made for the out of
pocket costs of any performance or preparation already
undertaken, and that the total reduction shall not be more than
50%, or other sum negotiated, of the amount originally agreed
to by the parties. The Contractor shall make reasonable efforts
to accommodate (but shall not be required to accept) any change
requests made by the Company that increase the cost or
magnitude of performance, provided that the proposed changes
are reasonable in scope and the Company establishes a
commensurate increase in compensation.
3.
Compensation
Amounts and modes of payment
for the Deliverables, hosting of the Web Site and any related
services shall be set forth in the Work Statement subject to
the following provisions:
3.1 Fixed PriceIf the
Contractor quotes an unqualified and unconditioned price for
the hosting services, Deliverables or particular services in
the Work Statement, the amount quoted shall be deemed a fixed
price. Unless the Work Statement provides for progress
payments, deferral of payment after completion or some other
form of payment schedule, the Company shall pay the full amount
of the fixed price associated with the Deliverables and shall
begin making payments for the Contractor’s hosting services
upon delivery of final Deliverables. Except as set forth in
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