1.  DEFINITIONS AND INTERPRETATION

1.1.  In this Agreement words and phrases with a first capital letter (or any derivation thereof) shall have the meanings set out in Schedule 1 (Definitions and Interpretation).

1.2.  In this Agreement except where the context otherwise requires:-

1.2.1.  the masculine includes the feminine and vice-versa;

1.2.2.  the singular includes the plural and vice-versa;

1.2.3.  a reference in this Agreement to any clause, sub-clause, paragraph, schedule or annex is, except where it is expressly stated to the contrary, a reference to such clause, sub-clause, paragraph, schedule or annex of this Agreement;

1.2.4.  any reference to this Agreement or to any other document shall include any permitted variation, amendment or supplement to such document;

1.2.5.  any reference to any enactment, order, regulation, code, guidance or other similar instrument shall be construed as a reference to the enactment, order, regulation, code, guidance or instrument (including any EU instrument) as amended, replaced, consolidated or re-enacted;

1.2.6.  references to any documents being "in the agreed form" means such documents have been initialled by or on behalf of each of the parties for the purpose of identification;

1.2.7.  a reference to a person includes firms, partnerships and corporations and their successors and permitted assignees or transferees;

1.2.8.  headings are for convenience of reference only;

1.2.9.  words preceding "include", "includes", "including" and "included" shall be construed without limitation by the words which follow those words;

1.2.10.  the Schedules to this Agreement form part of this Agreement; and

1.2.11.  references to "the parties" shall be to the parties to this Agreement.

1.3.  No review, comment or approval by the Authority under the provisions of this Agreement shall operate to exclude or limit the Service Provider's obligations or liabilities under this Agreement (or the Authority's rights under this Agreement).

1.4.  Precedence of Documentation

In the event of any inconsistency between the provisions of clauses 1 to 711 inclusive of this Agreement and the Schedules, or between any of the Schedules, the conflict shall be resolved according to the following descending order of priority:

1.4.1.  clauses 1 to 71 inclusive, Schedule 1 (Definitions and Interpretation), Schedule 4 (Payment Mechanism), Schedule 14 (Change Protocol), Schedule 15 (Further Services Approval Procedure) and the [property documents] set out in Schedule 9 (Access to Authority's Premises);

1.4.2.  Schedule 2 (Output Specification);

1.4.3.  Schedule 3 (Service Delivery Plan);

1.4.4.  the other Schedules in the following order:

[list Schedules in order of priority]

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1 This number (and the number in clause 1.4.1) may need to be changed if clauses are added or deleted from Agreement.