1.  DEFINITIONS AND INTERPRETATION

1.1  In this Agreement the definitions set out in Schedule A (Definitions) shall apply.

1.2  In this Agreement, unless the context otherwise requires:

1.2.1  the singular includes the plural and vice versa;

1.2.2  reference to a gender includes the other gender and the neuter;

1.2.3  references to an Act of Parliament, statutory provision or statutory instrument include a reference to that Act of Parliament, statutory provision or statutory instrument as amended, extended or re-enacted from time to time and to any regulations made under it.  The impact of any such amendment, extension or re-enactment on this Agreement shall be dealt with in accordance with Clause 47 (Change in Law); and

1.2.4  any phrase introduced by the words "including", "includes", "in particular", "for example" or similar, shall be construed as illustrative and without limitation to the generality of the related general words.

1.3  The headings in this Agreement are for ease of reference only and shall not affect its interpretation.

1.4  References to Clauses and Schedules are, unless otherwise provided, references to the Clauses of and Schedules to this Agreement.

1.5  Without prejudice to Clause 12.2, if there is any conflict between the Clauses and the Schedules and/or any annexes to the Schedules and/or any other documents referred to in this Agreement, the conflict shall be resolved in accordance with the following order of precedence:

1.5.1  the Clauses and Schedule A (Definitions);

1.5.2  Schedules B.1 (Services Description) and B.3 (Service Levels);

1.5.3  any other Schedules and their annexes (except for Schedule C.1);

1.5.4  Schedule C.1 (Contractor Solution); and

1.5.5  any other document referred to in this Agreement or any other document attached to this Agreement.

1.6  Save in respect of the Charges (which shall be adjusted in accordance with Schedule E.4 (Charges and Invoicing)), if an amount or sum is expressed to be "subject to indexation" at a point in time, it shall be adjusted by reference to the percentage change in the Retail Prices Index (all items excluding mortgage interest rates) over the most recent 12 months for which published data is available at that point in time.

1.7  Subject to the provisions of Clauses 5 - 8 (inclusive), neither party to this Agreement shall be liable for any Default of its obligations under this Agreement to the extent that such Default is caused by a failure or delay by the other party in performing its obligations under this Agreement, provided and to the extent that the affected party notifies the other party of such failure or delay within 30 days of the affected party becoming aware of its occurrence and of its likely impact.