AGREED TERMS:
1. INTERPRETATION
1.1. The following definitions and rules of interpretation apply in this Agreement:
1.1.1. The Contract Details.
1.1.1. The Agreed Terms.
1.1.1. Schedule 1.
1.2. "Business Day” means 8:30am to 5pm UK time zone, Monday to Friday (excluding public holidays in England).
1.3. "Commencement Date”means the date that this Services Agreement was made, which can be found at the top of this document.
1.4. “Confidential Information”means any information of a confidential nature as described in clause 9.
1.5. “Client’s Equipment”means any equipment, systems, or facilities provided by the Client and used directly or indirectly in the supply of Services. This is extended to apply to any equipment, systems, or facilities which are accessed remotely.
1.6. “Deliverables”means all Documents, products, and materials developed by Shopblocks or its agents, subcontractors, consultants, or employees in relation to the Services provided in any form.
1.7. “Document” includes (in additional to any document in writing) any drawing, plan, diagram, design, image, tape, disk, or any other device or record embodying information in any form.
1.8. “Force Majeure Event”has its definition in clause 14.1.
1.9. “In-put Material”means all Documents, information, and materials provided by the Client, relating to the Services.
1.10. “Intellectual Property Rights” or “IPR“ means patents; utility models; rights to inventions; copyright, neighbouring, and related rights; trademarks and service marks; business names and domain names; rights in get-up and trade dress, goodwill, and the right to sue for passing off or for unfair competition; rights in designs; database rights; rights to use, and to protective confidentiality of, confidential information (including know-how and trade secrets); and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection, which subsist or will subsist, now or in future, in any part of the world.
1.11. “Pre-existing Materials”means all Documents, information, and materials provided by Shopblocks or its agents, subcontractors, consultants, or employees, relating to the Services, which existed prior to the Commencement Date.
1.12. “Shopblocks’ Equipment”means any equipment including tools, systems, or facilities provided by Shopblocks or its agents, subcontractors, consultants, or employees and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties, under which, title passes to the Client.
1.13. “Shopblocks’ Team” means all directors, managers, employees, consultants, engineers and specialists, agents, and subcontractors engaged in relation to the Services.
1.14. “Schedule 1”means the schedule attached to this Agreement.
1.15. “Schedule 2” means the schedule attached to this Agreement.
1.16. “VAT”means value added tax, chargeable under the Value Added Tax Act 1994.
1.17. References to clauses and schedules are to the clauses and schedules of this Agreement, and references to paragraphs are to the paragraphs of the relevant schedule or appendix.
1.18. Schedule 1 forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes Schedule
1.19. Schedules, clauses, and paragraph headings shall not affect the interpretation of this Agreement.
1.20. Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.
1.21. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.22. Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term, preceding or following those terms.
1.23. A reference to “writing”or “written” includes fax and e-mail.
1.24. A reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
1.25. A reference to a party shall include that party’s personal representatives, successors, and permitted assigns.
1.26. A reference to a company shall include any company, corporation, or other corporate body, wherever and however incorporated or established.
1.27. A reference to a holding company or a subsidiary means a holding company or subsidiary as defined in section 1159 of the Companies Act 2006, and a company shall be treated for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person, by way of security or in connection with the taking of security, or (b) its nominee.
1.28. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.29. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
