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GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (2001)Page 4 of 232.3 References to the word "include" or "including" are to be construed without limitation.3. ENTIRE AGREEMENT3.1 The Contract embodies the entire agreement between the Company and the Contractor.The parties shall not be bound or obligated by any statement, representation, promise,inducement or understanding of any nature not set forth in the Contract. No changes,amendments or modifications of any of the terms and conditions of the Contract shall bevalid unless reduced to writing and signed by both parties.3.2 All approvals by the Company or the Superintendent shall be in writing and whereverany of the words "approval", "authorised", "approved" and "authorisation" is used, itshall mean in writing.3.3 Any review, agreement or approval by the Company related to the Services shall not actas a waiver of the Contractor’s obligations under the Contract.4. WAIVERNone of the provisions of this Contract shall be considered waived by the Company or itsrepresentatives except when such waiver is made in writing. No such waiver shall be, orbe construed to be, a waiver of any past or future default, breach or modification of anyof the terms or conditions of the Contract except as expressly stated in such a waiver.5. INSPECTIONInspection or non-inspection, witnessing or non-witnessing, approval or non-approvalby the Company or its representatives of any matter required to be done by theContractor shall not be construed as acceptance by the Company nor act as a waiverof the Contractor’s obligations to comply with the requirements of the Contract andbeing free from defects and capable of performing its proper function.6. EXTENT OF CONTRACTThe requirements of the Contract comprise the execution and completion of theServices and the provision of all personnel, transport, vehicles, tools, equipment,materials and everything, whether of a temporary or permanent nature, required in andfor such execution and completion so far as the necessity for providing them isspecified in, or reasonably to be inferred from the Contract.7. DOCUMENTS MUTUALLY EXPLANATORYMay 2001
GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (2001)Page 5 of 237.1 All parts of the Contract are intended to be correlative and complementary and anyobligation imposed by one part and not mentioned in another shall be performed to thesame extent and purpose as though required by all. The misplacement, addition oromission of a word or character shall not change the intent of any part of the Contractfrom that set forth by the Contract as a whole.7.2 Ambiguities or discrepancies between the documents shall be explained and adjustedby the Superintendent by way of a written instruction to the Contractor.7.3 Where different standards relative to the same matter appear or are referred to in theContract, then the most stringent of such standards shall apply.8. INDEPENDENT CONTRACTOR STATUSThe parties acknowledge that the Contractor is an independent contractor and is notan agent of the Company. The Contractor has no authority to bind the Company inany way without the express prior written agreement of the Company. All personsemployed by the Contractor or introduced by the Contractor on the Services shall bedeemed employees (or agents as the case might be) solely of the Contractor, and alldebts, liabilities, and obligations of any kind imposed upon or incurred by theContractor in the performance of the Services shall be deemed to be debts, liabilitiesand obligations solely of the Contractor.9. ASSIGNMENTThe Contractor shall not assign the Contract nor any part thereof without the priorwritten consent of the Company nor shall the Contractor without the prior writtenconsent of the Company assign any benefit or interest in or under the Contract, exceptwhere an official assignment of any moneys due or to become due under this Contractis made in favour of the Contractor's bankers.10. SUBCONTRACTING10.1 The Contractor shall not subcontract the whole or any part of the Services without theCompany's prior written consent. Where subcontracting is a specific requirement ofthe Contract, or where the Company consents in writing to subcontracting, thesubcontracting shall not act as a waiver of any of the Contractor’s liabilities orobligations under the Contract and the Contractor shall be responsible for the acts,defaults and neglects of any Subcontractor, its agents, servants or workmen as if theywere the acts, defaults and neglects of the Contractor, its agents, servants or workmen.Subcontracting shall not create any contractual relationship between anySubcontractor and the Company.May 2001
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