2  Interpretation

This Agreement shall be interpreted according to the following provisions, unless the context requires a different meaning:

2.1  The headings and marginal notes and references to them in this Agreement shall be deemed not to be part of this Agreement and shall not be taken into consideration in the interpretation of this Agreement.

2.2  Except where the context expressly requires otherwise, references to clauses, sub-clauses, paragraphs, sub-paragraphs, Parts and Schedules are references to clauses, sub-clauses, paragraphs, sub-paragraphs and Parts of and Schedules to this Agreement and references to sections, appendices and attachments (if any) are references to sections, appendices and attachments to or contained in this Agreement.

2.3  The Schedules to this Agreement are an integral part of this Agreement and a reference to this Agreement includes a reference to the Schedules.  

2.4  Words importing persons shall, where the context so requires or admits, include individuals, firms, partnerships, trusts, corporations, governments, governmental bodies, authorities, agencies, unincorporated bodies of persons or associations and any organisations having legal capacity.  

2.5  Where the context so requires words importing the singular only also include the plural and vice versa and words importing the masculine shall be construed as including the feminine or the neuter or vice versa.

2.6  The language of this Agreement is English.  All correspondence, notices, drawings, Design Data, test reports, certificates, specifications and information shall be in English.  All operating and maintenance instructions, name plates, identification labels, instructions and notices to the public and staff and all other written, printed or electronically readable matter required in accordance with, or for purposes envisaged by, this Agreement shall be in English.

2.7  Save where stated to the contrary, references to any agreement or document include (subject to all relevant approvals and any other provisions of this Agreement concerning amendments to agreements or documents) a reference to that agreement or document as amended, supplemented, substituted, novated or assigned.

2.8  References to any Legislation are to be construed as references to that Legislation as from time to time amended or to any Legislation from time to time replacing, extending, consolidating or amending the same provided that the provisions of this paragraph shall be without prejudice to the operation of clause 46 (Changes in Law) and Schedule 17 (Change Protocol) which shall operate in relation to a Change in Law on the basis set out in this Agreement.

2.9  References to a public organisation (other than the Authority) shall be deemed to include a reference to any successor to such public organisation or any organisation or entity which has taken over either or both the functions and responsibilities of such public organisation.  References to other persons (other than the Authority) shall include their successors and assignees.

2.10  References to a deliberate act or omission of the Authority or any Authority Party shall be construed having regard to the interactive nature of the activities of the Authority and of the Service Provider and the expression shall exclude acts or omissions which were within the contemplation of the parties or which were otherwise provided for in this Agreement.

2.11  The words in this Agreement shall bear their natural meaning.  The parties have had the opportunity to take legal advice on this Agreement and no term shall, therefore, be construed contra proferentem.

2.12  Reference to parties means the parties to this Agreement and references to a party mean one of the parties to this Agreement.

2.13  In construing this Agreement, the rule known as the ejusdem generis rule shall not apply nor shall any similar rule or approach to the construction of this Agreement and accordingly general words introduced or followed by the word other or including or in particular shall not be given a restrictive meaning because they are followed or preceded (as the case may be) by particular examples intended to fall within the meaning of the general words.

2.14  All of the Service Provider's obligations, duties and responsibilities shall be construed as separate obligations, duties and responsibilities owed to the Authority and to be performed at the Service Provider's own cost and expense.  

2.15  References to amounts or sums expressed to be index linked are references to amounts or sums in [give base date reference] (Base Date) prices which require to be adjusted whenever the provision containing the amount or sum is given effect in accordance with this Agreement to reflect the effects of inflation after that date.  The adjustment shall be measured by changes in the relevant index published for that Contract Year as calculated in accordance with the following formula:

Where RPId is the value of the Retail Prices Index published or determined with respect to the month of [relevant month, or other date] most recently preceding the date when the provision in question is to be given effect and RPI0 is the value of the Retail Prices Index in respect of [date].

2.16  Reference to a document being in the Agreed Form is a reference to the form of the relevant document agreed between the parties and for the purpose of identification initialled by each of them or on their behalf.  

2.17  Where this Agreement states that an obligation shall be performed no later than or within or by a stipulated date or event which is a prescribed number of Business Days after a stipulated date or event the latest time for performance shall be noon on the last Business Day for performance of the obligations concerned.

2.18  Where this Agreement states that an obligation shall be performed no later than or by a prescribed number of Business Days before a base date or by a date which is prescribed number of Business Days before a base date, the latest time for performance shall be noon on the last Business Day for performance of the obligations concerned.41

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41 DN: Consider whether this is necessary.