2025 CarbonChain MSA
TERMS AND CONDITIONS
The definitions used within these Terms and Conditions are set out in clause 14.
1. SUBSCRIPTION
1.1 Subject to the terms of this Agreement and payment of the Subscription Fee by the Customer, the Company will use commercially reasonable efforts to provide the Customer with the Services from the Subscription Start Date. The Company hereby grants to the Customer a non-exclusive, non-transferable right to permit its Authorised Users to use the SaaS Services during the Subscription Period only in accordance with the Subscription Metrics set out in the Order Form.
1.2. As part of the registration process to access the SaaS Services, the Customer will identify an administrative username and password for each Authorised User. The Company reserves the right to refuse registration of, or cancel, passwords it deems inappropriate.
1.3. In relation to the Authorised Users, the Customer undertakes that:
1.3.1. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the SaaS Services; and
1.3.2. each Authorised User shall keep a secure password for his use of the SaaS Services and that each Authorised User shall keep his password confidential.
1.4. The Customer shall not, and shall ensure that Authorised Users do not, upload, publish, store, distribute or transmit any materials during its use of the SaaS Services that are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or which facilitate illegal activity.
1.5. The Company reserves the right, without liability to the Customer or prejudice to its other rights, to disable the Customer's access to any material that breaches the provisions of clause 1.4 and/or to suspend the access of any Authorised User who causes the Customer to breach the provisions of clause 1.4.
2. SaaS SERVICES
2.1. The Company shall use reasonable endeavours to make the SaaS Services available 24 hours a day, seven days a week, except for:
2.1.1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
2.1.2. unscheduled maintenance performed outside Working Hours, provided that the Company has used reasonable endeavours to give the Customer at least 6 Working Hours' notice in advance.
2.2. The Company will, as part of the SaaS Services and at no additional cost to the Customer, provide the Customer with the Company’s standard customer support services during Working Hours in accordance with the Company’s SLA in effect at the time that the SaaS Services are provided. The Company may amend the SLA in its sole and absolute discretion from time to time, provided the support levels are not reduced.
3. ADDITIONAL USER SUBSCRIPTIONS
Where Customer requires Additional User Subscription(s), they shall be payable pro rata from the purchase date until the end of the applicable Subscription Period.
4. PROFESSIONAL SERVICES
4.1. The Company shall carry out the Professional Services as identified in Schedule 2 and Schedule 3 or in one or more Statements of Works signed by the parties (“SOW”). The terms and conditions of this Agreement and all SOW’s represent the entire understanding of the parties regarding the Professional Services.
4.2. The Customer shall appoint a Customer Representative and Company shall appoint a Project Manager, each of which shall have the responsibility and commensurate authority for the overall progress of the Professional Services and to whom all questions regarding this Agreement can be referred. The Project Manager and Customer Representative shall hold meetings at reasonable intervals to discuss progress on all matters relating to the Professional Services.
4.3. Customer acknowledges that the timely provision of and access to assistance, cooperation, complete and accurate information and data from its officers, contractors, agents, and employees, and suitably configured computer products are essential to performance of any Professional Services and that Company’s ability to complete any Professional Services is dependent upon same.
4.4. Customer shall obtain and shall maintain all necessary licences, consents, and permissions necessary for Company, its third party providers, and agents to perform their obligations under this agreement, including without limitation the Services.
4.5. The Professional Services detailed at Schedule 2 are included in the SaaS Fees.
4.6. The Professional Services detailed at Schedule 3, if any, are subject to the payment of additional Fees as detailed in Schedule 3 or in the Order Form.
4.7. The Professional Services detailed in a standalone SOW, are subject to the Fees detailed in that SOW.
5. CUSTOMER OBLIGATIONS
5.1. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Materials. Where Customer Materials are uploaded into the SaaS Services or provided to Company by or on behalf of the Customer, the Customer shall ensure:
5.1.1. it has all necessary consents, permissions and/or licences to authorise it to upload such Customer Materials into the Services or provide such materials to Company; and
5.1.2. all Customer Materials are and will remain reliable, accurate, complete and up to date in all respects and the Customer shall be responsible for providing any updates to the same.
5.2. The Customer acknowledges and agrees that the provision of the Services by the Company is dependent upon compliance by the Customer with its obligations in clause 1 and the Company shall have no liability to the Customer for:
5.2.1. any failure to provide the whole or any part of the Services; and/or
5.2.2. any inaccuracies in any output of the Services, to the extent that such failure and/or inaccuracies are the result of the Customer’s breach of clause 1.
5.3. The Customer shall not:
5.3.1. directly or indirectly: reproduce, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the SaaS Services or the Company Materials;
5.3.2. modify, translate, copy or create derivative works based on the SaaS Services or any Company Materials (except to the extent expressly permitted by the Company or authorized within the SaaS Services);
5.3.3. use the SaaS Services or any Company Materials for the provision of services to a third party;
5.3.4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the SaaS Services and/or Company Materials available to any third party except the Authorised Users; nor
5.3.5. remove any proprietary notices or labels on the SaaS Services and/or Company Materials.
5.4. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the SaaS Services and/or the Company Materials and, in the event of any such unauthorised access or use, promptly notify the Company.
5.5. The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the SaaS Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without the Customer’s knowledge or consent.
6. CUSTOMER WARRANTIES AND INDEMNITIES
6.1. The Customer represents, covenants, and warrants that the Customer will use the SaaS Services, Professional Services and the Company Materials only in compliance with all applicable laws and regulations.
6.2. The Customer hereby agrees to indemnify and hold harmless the Company against any damages, costs, losses, liabilities, settlements and expenses (including reasonable legal and other professional fees) in connection with any claim or action that arises from the Customer’s material breach of this Agreement.
7. CONFIDENTIALITY
7.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of the Company includes confidential, non-public information regarding features, functionality, pricing and performance of the Services and the Company Materials. Confidential Information of the Customer includes the Customer Materials.
7.2. The Receiving Party agrees to take all reasonable precautions to protect such Confidential Information, and shall not:
7.2.1. use for any purposes other than the purposes of this Agreement,
7.2.2. disclose, communicate or divulge to any third person; or
7.2.3. through any failure to exercise due care and diligence, cause any unauthorised disclosure of, the Confidential information of the Disclosing Party provided that these restrictions shall cease to apply to any such Confidential Information which shall become available to the public generally otherwise than through a breach of a duty of confidentiality owed to the other party and further provided that neither party shall be restricted from disclosing the Confidential Information or any part of it pursuant to a judicial or other lawful government order, but only to the extent required by such order and subject to the party obliged to comply with such order giving the other party as much notice of the terms of the order as may be reasonably practicable.
7.3. The parties acknowledge and agree that the obligations in this clause 7 shall apply during the Subscription Period and for a period of five (5) years following termination of the Agreement.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. The Customer shall own all right, title and interest in and to the Customer Materials, as well as any data that is based on or derived from the Customer Materials and provided to the Customer by the Company as an output of the Services.
8.2. The Company owns (or is licensed to use) all copyright and other intellectual property rights of whatever nature in relation to the Services and the Company Materials together with any customisations, improvements, enhancements or modifications thereto carried out by the Company under the provisions of this Agreement or otherwise.
8.3. Subject to clauses 8.4 - 8.7 and 12.2, in the event of any claim being brought against the Customer that the normal use of possession of the SaaS Services in accordance with this Agreement infringes the copyright of any third party (a “Claim”), the Company shall indemnify the Customer against any damages that are awarded to be paid to any such third party in respect of such Claim provided that the Customer:
8.3.1. as soon as reasonably practicable notifies the Company in writing of any such Claim of which it becomes aware;
8.3.2. does not make any admission as to liability or compromise or agree any settlement of the Claim without the prior written consent of the Company (not to be unreasonably withheld or delayed), or otherwise prejudice the Company or any other third party’s defence of such Claim;
8.3.3. gives the Company, or such person as the Company shall direct, immediate and complete control of the conduct or settlement of all negotiations and litigation arising from the Claim; and
8.3.4. upon payment of its reasonable costs, gives the Company, and other third parties as the Company shall direct, all reasonable assistance with the conduct or settlement of any such negotiations or litigation.
8.4. If a Claim is brought, the Company shall have the right in its absolute discretion and at its own expense:
8.4.1. to procure the right for the Customer to continue using Services in accordance with the terms of this Agreement;
8.4.2. to make such alterations, modifications or adjustments to the Services so that they become non-infringing; or
8.4.3. to replace the Services with non-infringing services.
8.5. If the Company is unable to resolve a Claim by taking one of the actions under clause 8.4, the Company shall have the right to terminate this Agreement upon repayment to the Customer of the Subscription Fee on a pro rata basis and such right shall be the Customer’s sole and exclusive remedy under this Agreement in respect of any such Claim.
8.6. The indemnity provided under clause 8.3 shall not apply in respect of any Claim arising as a result of or in connection with or attributable to:
8.6.1. any configurations or modifications made to the Services by the Customer or on the Customer’s behalf (other than by the Company);
8.6.2. the Customer’s use of the Services in combination with any third party software, components, environment or platform; or
8.6.3. the Customer’s failure to use any new or corrected version of the Services made available by the Company.
8.7. In the event of any claim attributable to the use or possession by the Customer of the Services other than in accordance with the Subscription Metrics and this Agreement, the provisions of clauses 8.3 to 8.6 shall not apply and the Customer shall indemnify the Company against all liabilities, costs and expenses which the Company may incur as a result of such claim.
8.8. No rights or licenses are granted by either party under this Agreement except as expressly set forth in this Agreement.
9. USER PRIVACY
The parties agree to the terms of the Data Processing Agreement attached at Schedule 1.
10. PAYMENT OF FEES
10.1. The Fees (together with any applicable sales tax) will be due and payable by the Customer to the Company in accordance with the Payment Profile set out in the Order Form and/or SOW.
10.2. Any Additional User Subscription Fee shall be payable in accordance with clause 3.
10.3. Subject to clause 9.4, the Subscription Fee during the Initial Subscription Term shall be as set out in the Order Form.
10.4. Following expiry of the Initial Subscription Term, the Subscription Fee for each Renewal Period shall be agreed in writing between the parties at least 60 days prior to the expiry of the Initial Subscription Term or any subsequent Renewal Period. In the absence of any such agreement, the Company shall be entitled to increase the Subscription Fee and any other Fees at the start of each Renewal Period by the percentage increase in the UK Retail Prices Index as published by the Office for National Statistics in the previous 12-month period plus 4%.
10.5. If the Customer does not pay the Fees or any other sums due under this Agreement within 30 days of the date of the relevant invoice, the Company reserves the right to charge interest at a daily rate on all sums outstanding until payment in full is received whether before or after judgement at a rate of 4% above the base lending rate of HSBC Bank from time to time. If non-payment continues for a period of 45 days from the date of the relevant invoice, Company may suspend Customer’s access to the Services.
11. PUBLICITY
Neither party will make any public statement relating to this Agreement without the prior written approval of the other, except that the Company may include Customer’s name and logo in its marketing and promotional materials and in its Customer lists, unless it receives a written notice from Customer to discontinue such use from the date of the notice.
12. SUBSCRIPTION PERIOD, SUSPENSION AND TERMINATION
12.1. Subject to earlier termination as provided below, the Subscription shall commence on the Subscription Start Date and shall continue for the Initial Subscription Term as specified in the Order Form, and thereafter, shall be automatically renewed for additional successive periods of 12 months (each a “Renewal Period”), unless either party notifies the other in writing of termination at least 60 days before the end of the Initial Subscription Term or the applicable Renewal Period, in which case the Subscription shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.
12.2. The Company may suspend the Subscription without liability to the Customer if:
12.2.1. it identifies an attack on the Customer’s account, or any attempt to access or manipulate the Customer’s account by a third party without the Customer’s consent;
12.2.2. the Company reasonably believes suspension of the Services is necessary to protect the Company’s network or its other customers’ use of the Services; or
12.2.3. the Company is required by law or by a regulatory or government body to suspend the Customer’s access to the Services.
12.2.4. the Customer does not pay Fees, such suspension in accordance with the terms of clause 9.5.
12.3. This Agreement may be terminated immediately by Company if Customer fails to make a payment when due under this Agreement and remains in default not less than 30 days after being notified in writing to make such payment.
12.4. This Agreement may be terminated immediately by either party if:
12.4.1. the other party commits a material breach of any term of this Agreement and that breach (if capable of remedy) is not remedied within 30 days of written notice being given requiring it to be remedied (and where such breach is not capable of remedy, the terminating party shall be entitled to terminate this Agreement with immediate effect); or
12.4.2. an interim order is made, or a voluntary arrangement approved, or a petition for bankruptcy order is presented or a bankruptcy order is made against the other party or a receiver or trustee is appointed of the other party’s estate or a voluntary arrangement is approved or a notice is served of intention to appoint an administrator or an administrator is appointed by Court order or by any other means, or a receiver or administrative receiver is appointed over any of the other party’s assets or undertaking or a resolution or petition to wind up the other party is passed or presented (otherwise than for the purposes of reconstruction or amalgamation), or any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the above events.
12.5. Upon termination of this Agreement all SOWs and all licences granted under this Agreement shall immediately terminate but any provision of this Agreement which expressly or by implication is intended to survive termination of this Agreement shall remain in full force and effect.
12.6. Any termination of this Agreement shall be without prejudice to any other rights or remedies either party may be entitled to under this Agreement or at law.
12.7. Upon any termination, the Company will make all Customer Materials available to the Customer for electronic retrieval for a period of thirty (30) days from the date of termination, but thereafter, the Company may, but is not obligated to, delete stored Customer Materials.
12.8. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
13. WARRANTY AND DISCLAIMER
13.1. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the SaaS Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, the Company:
13.1.1. does not warrant that the SaaS Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the SaaS Services; and
13.1.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the SaaS Services may be subjects to limitation, delays and other problems inherent in the use of such communications facilities.
13.2. Professional Services shall be provided with reasonable skill, care and diligence.
13.3. The Services and Company Materials related thereto, if applicable, are not accompanied by any implied warranties of merchantability, fitness for a particular purpose, or any other warranties that the Services will meet any particular requirement or achieve any particular result or purpose. Any law or treaty which would require or imply such warranties in this transaction are knowingly and specifically waived and disclaimed by the parties (to the extent permitted by applicable law).
13.4. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND ANY COMPANY MATERIALS ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS AND EXCLUDES TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL CONDITIONS, WARRANTIES, TERMS AND UNDERTAKINGS, EXPRESS OR IMPLIED, WHETHER BY STATUE, COMMON LAW, TRADE PRACTICE, CUSTOMER, COURSE OF DEALING OR OTHERWISE (INCLUDING WITHOUT LIMITATION AS TO QUALITY, PERFORMANCE OR FITNESS OR SUITABILITY FOR PURPOSE) IN RESPECT OF THE SERVICES AND ANY COMPANY MATERIALS.
14. LIMITATION OF LIABILITY
14.1. Nothing in this Agreement shall exclude or restrict the liability of either party to the other for death or personal injury resulting from the negligent act of one party or for liability for any fraudulent misrepresentation by a party to this Agreement.
14.2. SUBJECT TO THE PROVISIONS OF CLAUSES 14.1 AND 14.3, THE LIABILITY OF THE COMPANY TO THE CUSTOMER FOR DIRECT LOSS IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CUSTOMER’S USE OF THE SERVICES OR THE COMPANY MATERIALS SHALL BE LIMITED IN RESPECT OF ALL CLAIMS (INCLUDING UNDER ANY INDEMNITY) ARISING DURING A SUBSCRIPTION YEAR TO THE SUBSCRIPTION FEE PAID BY THE CUSTOMER TO THE COMPANY DURING THE SUBSCRIPTION YEAR IN WHICH THE CLAIM AROSE.
14.3. SUBJECT TO THE PROVISIONS OF CLAUSE 12.1, IN NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO THE CUSTOMER WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN RESPECT OF:
14.3.1. LOSS OF PROFITS, ANTICIPATED SAVINGS, REVENUE, GOODWILL OR BUSINESS OPPORTUNITY;
14.3.2. LOSS OR CORRUPTION OF OR COST OF RESTORATION OF DATA OR FOR USE OF ANY RESULTS OBTAINED BY USE OF THE SOFTWARE; OR
14.3.3 ANY INDIRECT, CONSEQUENTIAL, FINANCIAL OR ECONOMIC LOSS OR DAMAGE, COSTS OR EXPENSES, WHATEVER OR HOWEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CUSTOMER’S USE OF THE SERVICES OR THE DOCUMENTATION.
14.4. IF ANY OF THE LIMITATIONS ON THE COMPANY’S LIABILITY UNDER THIS AGREEMENT ARE ADJUDGED BY A COURT TO BE UNREASONABLE IN THE CIRCUMSTANCES, THEN SUCH LIMITATION SHALL BE INCREASED TO THE AMOUNT THAT THE COMPANY CAN RECOVER FROM ITS INSURER FOR THE LOSS IN QUESTION.
15. MISCELLANEOUS
15.1. If any provision of this Agreement is found to be unlawful, unenforceable or invalid, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be severed from this Agreement and rendered ineffective so far as possible without modifying or affecting the legality, validity or enforceability of the remaining provisions of this Agreement which will remain in full force and effect.
15.2. The Customer shall not be entitled to assign this Agreement nor any of its rights or obligations hereunder nor sub-license the use of the Services or the Company Materials. The Company may subcontract, transfer and/or assign any of its rights and obligations under this Agreement without consent.
15.3. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.
15.4. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement, and nothing in this Agreement shall confer or purport to confer on any third party any benefit or any right to enforce any term of this Agreement or operate to give any third party the right to enforce any term of this Agreement.
15.5. No variation of this Agreement shall be valid unless it is in writing and signed by an authorised representative of each of the parties.
15.6. Each party shall: (i) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including, but not limited to, the UK Bribery Act 2010; (ii) have and maintain in place throughout the Subscription Period its own policies and procedures designed to ensure compliance with anti-bribery and anti-corruption laws, as appropriate; and (iii) promptly report to the other party any request or demand for any undue financial or other advantage of any kind made or received by it in connection with the performance of this Agreement.
15.7. Neither party shall be liable for any delay in or for failure to perform its obligations under this Agreement, other than an obligation to make any payment due to the other party, if that delay or failure is caused by circumstances beyond the control of that party including, without limitation, fires, strikes, insurrection, riots, embargoes, or regulations of any civil or military authority.
15.8. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever.
15.9. All notices under this Agreement will be in writing and will be deemed to have been duly given: (i) when received, if personally delivered; (ii) when receipt is electronically confirmed, if transmitted by e-mail; (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (iv) upon receipt, if sent by certified or registered mail, return receipt requested.
15.10. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15.11. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
16. DEFINITIONS & INTERPRETATION
16.1. For the purpose of this Agreement, the following definitions shall apply:
“Additional User Subscription Fee”, “Company”, “Customer”, “Initial Subscription Term”, “Payment Profile”, “Additional Professional Services Fee”, “Subscription Fee”, “Subscription Start Date”, “Subscription Year”, “User Subscription” and “User Restrictions” shall have the meanings given in the Order Form;
“Authorised User” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, in accordance with the Subscription Metrics;
“Business Day” means Monday to Friday excluding bank and public holidays in the UK;
“Company Materials” means any Software, information, documentation or data related to the Services;
“Confidential Information” has the meaning given in clause 7.1;
“Customer Materials” means the data and/or documents and/or materials inputted by the Customer, Authorised Users, or the Company on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services;
“Fees” The Subscription Fee, Additional User Subscription Fee and the Additional Professional Services Fee.
“Order Form” means the order form attached to the front of these Terms and Conditions;
“Renewal Period” has the meaning set out in clause 10.1;
“Service Level Agreement” or “SLA” means the Company’s policy for providing support in relation to the SaaS Services as made available at https://www.carbonchain.com/support or such other website address as may be notified to the Customer from time to time;
“Services” the SaaS Services and the Professional Services.
“Software” means the online software applications provided by the Company as part of the SaaS Services;
“Subscription” means the subscription for the SaaS Services granted under clause 1;
“Subscription Metrics” means the restrictions on the Customer’s use of the SaaS Services set out in the Order Form;
“Subscription Period” means the Initial Subscription Term together with any subsequent Renewal Periods; and
“Working Hours” means 9am to 5pm UK time each Business Day.
16.2. In the event of any conflict between the provisions of these Terms and Conditions and the Order Form, the Order Form shall prevail.
16.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
16.4. Reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
16.5. 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 those terms.