Terms & Conditions

5.      Client Materials

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5.1    The Client hereby grants to the Consultant a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Materials to the extent reasonably required for the performance of the Consultant's obligations and the exercise of the Consultant's rights under these Terms and Conditions, together with the right to sub-license these rights to the extent reasonably required for the performance of the Consultant's obligations and the exercise of the Consultant's rights under these Terms and Conditions.

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5.2    The Client warrants to the Consultant that the Client Materials when used by the Consultant in accordance with these Terms and Conditions will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

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6.      Intellectual Property Rights

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6.1    The Consultant hereby assigns to the Client with full title guarantee all of the Intellectual Property Rights in the Deliverables, whether those Intellectual Property Rights exist on the Effective Date or come into existence during the Term, excluding the Intellectual Property Rights in the Client Materials and the Third Party Materials. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights.

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6.2    The Consultant shall ensure that the Third Party Materials are:

(a)    licensed to the Client in accordance with the relevant licensor's standard licensing terms;

(b)    licensed to the Client on reasonable terms notified by the Consultant to the Client;

(c)    sub-licensed by the Consultant to the Client on reasonable terms notified in writing by the Consultant to the Client; or

(d)    sub-licensed by the Consultant to the Client on the basis of a non-exclusive, worldwide, perpetual and irrevocable licence to use the Third Party Materials in connection with the Deliverables,

        as determined by the Consultant.

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6.3    To the maximum extent permitted by applicable law:

(a)    the Consultant irrevocably and unconditionally waives all moral rights (including rights of paternity and rights of integrity) in respect of the Deliverables to which the Consultant may at any time be entitled; and

(b)    the Consultant undertakes to ensure that all individuals involved in the preparation of the Deliverables will irrevocably and unconditionally waive all moral rights (including rights of paternity and rights of integrity) in respect of the Deliverables to which they may at any time be entitled.

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6.4    The Consultant must use reasonable endeavours to:

(a)    do or procure the doing of all acts; and

(b)    execute or procure the execution of all documents,

        that the Client may reasonably request from time to time in order to perfect or confirm the Client's ownership of the rights assigned by these Terms and Conditions.

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7.      Charges

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7.1    The Client shall pay the Charges to the Consultant in accordance with these Terms and Conditions.

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7.2    If the Charges are based in whole or part upon the time spent by the Consultant performing the Services, the Consultant must obtain the Client's written consent before performing Services that result in any estimate of time-based Charges given to the Client being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Client agrees otherwise in writing, the Client shall not be liable to pay to the Consultant any Charges in respect of Services performed in breach of this Clause 7.2.

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7.3    All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Consultant.

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7.4    The Consultant may elect to vary any element of the Charges by giving to the Client not less than 30 days' written notice of the variation expiring on any anniversary of the date of execution of a contract under these Terms and Conditions, providing that no such variation shall constitute a percentage increase in the relevant element of the Charges that exceeds the percentage increase, since the date of the most recent variation of the relevant element of the Charges under this Clause 7.4 (or, if no such variation has occurred, since the date of execution of a contract under these Terms and Conditions), in the Retail Prices Index (all items) published by the UK Office for National Statistics.

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8.      Payments

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8.1    The platform will accept payments at the time of booking or subscribing to services.

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8.2    If the Client does not pay any amount properly due to the Consultant under these Terms and Conditions, the Consultant may:

(a)    charge the Client interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b)    claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

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9.      Consultant's confidentiality obligations

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9.1    The Consultant must:

(a)    keep the Client Confidential Information strictly confidential;

(b)    not disclose the Client Confidential Information to any person without the Client's prior written consent;

(c)    use the same degree of care to protect the confidentiality of the Client Confidential Information as the Consultant uses to protect the Consultant's own confidential information of a similar nature, being at least a reasonable degree of care;

(d)    act in good faith at all times in relation to the Client Confidential Information; and

(e)    not use any of the Client Confidential Information for any purpose other than [specify purposes].

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9.2    Notwithstanding Clause 9.1, the Consultant may disclose the Client Confidential Information to the Consultant's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Client Confidential Information for the performance of their work with respect to a contract under these Terms and Conditions and who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information.

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9.3    This Clause 9 imposes no obligations upon the Consultant with respect to Client Confidential Information that:

(a)    is known to the Consultant before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b)    is or becomes publicly known through no act or default of the Consultant; or

(c)    is obtained by the Consultant from a third party in circumstances where the Consultant has no reason to believe that there has been a breach of an obligation of confidentiality.

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9.4    The restrictions in this Clause 9 do not apply to the extent that any Client Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Consultant on any recognised stock exchange.

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9.5    Upon the termination of a contract under these Terms and Conditions, the Consultant must immediately cease to use the Client Confidential Information.

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9.6    Within 5 Business Days following the date of termination of a contract under these Terms and Conditions, the Consultant must destroy or return to the Client (at the Client's option) all media containing Client Confidential Information, and must irrevocably delete the Client Confidential Information from its computer systems.

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9.7    The provisions of this Clause 9 shall continue in force indefinitely following the termination of a contract under these Terms and Conditions.

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10.    Distance and off-premises contracts: cancellation right

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10.1  This Clause 10 applies if and only if the Client enters into a contract under these Terms and Conditions with the Consultant as a consumer - that is, as an individual acting wholly or mainly outside the Client's trade, business, craft or profession - where that contract is a distance contract or off-premises contract within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

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10.2  The Client may withdraw an offer to enter into a contract under these Terms and Conditions with the Consultant at any time; and the Client may cancel a contract under these Terms and Conditions entered into with the Consultant at any time within the period:

(a)    beginning when that contract was entered into; and

(b)    ending at the end of consultancy on which that contract was entered into,

        subject to Clause 10.3. The Client does not have to give any reason for the withdrawal or cancellation.

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10.3  The Client agrees that the Consultant may begin the provision of services before the expiry of the period referred to in Clause 10.2, and the Client acknowledges that, if the Consultant does begin the provision of services before the end of that period, then:

(a)    if the services are fully performed, the Client will lose the right to cancel referred to in Clause 10.2; and

(b)    if the services are partially performed at the time of cancellation, the Client must pay to the Consultant an amount proportional to the services supplied or the Consultant may deduct such amount from any refund due to the Client in accordance with this Clause 10.

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10.4  In order to withdraw an offer to enter into a contract under these Terms and Conditions or cancel a contract under these Terms and Conditions on the basis described in this Clause 10, the Client must inform the Consultant of the Client's decision to withdraw or cancel (as the case may be). The Client may inform the Consultant by means of any clear statement setting out the decision. In the case of cancellation, the Client may inform the Consultant using the cancellation form that the Consultant will make available to the Client. To meet the cancellation deadline, it is sufficient for the Client to send its communication concerning the exercise of the right to cancel before the cancellation period has expired.

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10.5  If the Client withdraws an offer to enter into a contract under these Terms and Conditions, or cancels a contract under these Terms and Conditions, on the basis described in this Clause 10, the Client will receive a full refund of any amount the Client paid to the Consultant in respect of that contract, except as specified in this Clause 10.

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10.6  The Consultant will refund money using the same method used to make the payment, unless the Client has expressly agreed otherwise. In any case, the Client will not incur any fees as a result of the refund.

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10.7  The Consultant will process the refund due to the Client as a result of a cancellation on the basis described in this Clause 10 without undue delay and, in any case, within the period of 14 days after the day on which the Consultant is informed of the cancellation.

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11.    Data protection

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11.1  The Consultant shall comply with the Data Protection Laws with respect to the processing of the Client Personal Data.

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11.2  The Client warrants to the Consultant that it has the legal right to disclose all Personal Data that it does in fact disclose to the Consultant under or in connection with a contract under these Terms and Conditions.

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11.3  The Client shall only supply to the Consultant, and the Consultant shall only process, in each case under or in relation to a contract under these Terms and Conditions:

(a)    the Personal Data of data subjects falling within the categories specified in REFERENCE TARGET REMOVED (or such other categories as may be agreed by the parties in writing); and

(b)    Personal Data of the types specified in REFERENCE TARGET REMOVED (or such other types as may be agreed by the parties in writing).

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11.4  The Consultant shall only process the Client Personal Data for the purposes specified in REFERENCE TARGET REMOVED.

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11.5  The Consultant shall only process the Client Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 11.

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11.6  The Consultant shall only process the Client Personal Data on the documented instructions of the Client (including with regard to transfers of the Client Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

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11.7  The Client hereby authorises the Consultant to make the following transfers of Client Personal Data:

(a)    the Consultant may transfer the Client Personal Data internally to its own employees, offices and facilities in [jurisdiction(s)], providing that such transfers must be protected by appropriate safeguards, namely [specify safeguards];

(b)    the Consultant may transfer the Client Personal Data to its sub-processors in the jurisdictions identified in REFERENCE TARGET REMOVED, providing that such transfers must be protected by any appropriate safeguards identified therein; and

(c)    the Consultant may transfer the Client Personal Data to a country, a territory or sector to the extent that the European Commission has decided that the country, territory or sector ensures an adequate level of protection for Personal Data.

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11.8  The Consultant shall promptly inform the Client if, in the opinion of the Consultant, an instruction of the Client relating to the processing of the Client Personal Data infringes the Data Protection Laws.

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11.9  Notwithstanding any other provision of a contract under these Terms and Conditions, the Consultant may process the Client Personal Data if and to the extent that the Consultant is required to do so by applicable law. In such a case, the Consultant shall inform the Client of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

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11.10 The Consultant shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

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11.11 The Consultant and the Client shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data.

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11.12 The Consultant must not engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, the Consultant shall inform the Client at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Client objects to any such changes before their implementation, then the Consultant must not implement the changes. The Consultant shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Consultant by this Clause 11.

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11.13 As at the Effective Date, the Consultant is hereby authorised by the Client to engage, as sub-processors with respect to Client Personal Data..

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11.14 The Consultant shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

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11.15 The Consultant shall assist the Client in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Consultant may charge the Client at its standard time-based charging rates for any work performed by the Consultant at the request of the Client pursuant to this Clause 11.15.

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11.16 The Consultant must notify the Client of any Personal Data breach affecting the Client Personal Data without undue delay and, in any case, not later than 72 hours after the Consultant becomes aware of the breach.

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11.17 The Consultant shall make available to the Client all information necessary to demonstrate the compliance of the Consultant with its obligations under this Clause 11 and the Data Protection Laws. The Consultant may charge the Client at its standard time-based charging rates for any work performed by the Consultant at the request of the Client pursuant to this Clause 11.17, providing that no such charges shall be levied with respect to the completion by the Consultant (at the reasonable request of the Client, not more than once per calendar year) of the standard information security questionnaire of the Client.

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11.18 The Consultant shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

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11.19 The Consultant shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of the Consultant's processing of Client Personal Data with the Data Protection Laws and this Clause 11. The Consultant may charge the Client at its standard time-based charging rates for any work performed by the Consultant at the request of the Client pursuant to this Clause 11.19, providing that no such charges shall be levied where the request to perform the work arises out of any breach by the Consultant of a contract under these Terms and Conditions or any security breach affecting the systems of the Consultant.

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11.20 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under a contract under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to a contract under these Terms and Conditions as may be necessary to remedy such non-compliance.

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12.    Warranties

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12.1  The Consultant warrants to the Client that:

(a)    the Consultant has the legal right and authority to enter into a contract under these Terms and Conditions and to perform its obligations under these Terms and Conditions;

(b)    the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant's rights and the fulfilment of the Consultant's obligations under these Terms and Conditions; and

(c)    the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

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12.2  The Client warrants to the Consultant that it has the legal right and authority to enter into a contract under these Terms and Conditions and to perform its obligations under these Terms and Conditions.

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12.3  All of the parties' warranties and representations in respect of the subject matter of a contract under these Terms and Conditions are expressly set out in these Terms and Conditions and the applicable Statement of Work. Subject to Clause 14.1, no other warranties or representations will be implied into that contract and no other warranties or representations relating to the subject matter of that contract will be implied into any other contract.

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13.    Indemnity

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13.1  The Consultant shall indemnify and shall keep indemnified the Client against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Client and arising directly or indirectly as a result of any breach by the Consultant of these Terms and Conditions (a "Consultant Indemnity Event").

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13.2  The Client must:

(a)    upon becoming aware of an actual or potential Consultant Indemnity Event, notify the Consultant;

(b)    provide to the Consultant all such assistance as may be reasonably requested by the Consultant in relation to the Consultant Indemnity Event;

(c)    allow the Consultant the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Consultant Indemnity Event; and

(d)    not admit liability to any third party in connection with the Consultant Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Consultant Indemnity Event without the prior written consent of the Consultant, without prejudice to the Consultant's obligations under Clause 13.1.

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13.3  The indemnity protection set out in this Clause 13 shall be subject to the limitations and exclusions of liability set out in a contract under these Terms and Conditions.

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14.    Limitations and exclusions of liability

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14.1  Nothing in these Terms and Conditions will:

(a)    limit or exclude any liability for death or personal injury resulting from negligence;

(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)    limit any liabilities in any way that is not permitted under applicable law; or

(d)    exclude any liabilities that may not be excluded under applicable law, and, if a party is a consumer, that party's statutory rights will not be excluded or limited by these Terms and Conditions, except to the extent permitted by law.

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14.2  The limitations and exclusions of liability set out in this Clause 14 and elsewhere in these Terms and Conditions:

(a)    are subject to Clause 14.1; and

(b)    govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

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14.3  The Consultant will not be liable to the Client in respect of any losses arising out of a Force Majeure Event.

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14.4  The Consultant will not be liable to the Client in respect of any loss of profits or anticipated savings.

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14.5  The Consultant will not be liable to the Client in respect of any loss of revenue or income.

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14.6  The Consultant will not be liable to the Client in respect of any loss of business, contracts or opportunities.

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14.7  The Consultant will not be liable to the Client in respect of any loss or corruption of any data, database or software.

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14.8  The Consultant will not be liable to the Client in respect of any special, indirect or consequential loss or damage.

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14.9  The liability of the Consultant to the Client under a contract under these Terms and Conditions in respect of any event or series of related events shall not exceed the greater of:

(a)    £1,000,000; and

(b)    the total amount paid and payable by the Client to the Consultant under that contract in the 12 month period preceding the commencement of the event or events.

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14.10 The aggregate liability of the Consultant to the Client under a contract under these Terms and Conditions shall not exceed the greater of:

(a)    £1,000,000; and

(b)    the total amount paid and payable by the Client to the Consultant under that contract.

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15.    Force Majeure Event

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15.1  If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under a contract under these Terms and Conditions (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

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15.2  A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under a contract under these Terms and Conditions, must:

(a)    promptly notify the other; and

(b)    inform the other of the period for which it is estimated that such failure or delay will continue.

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15.3  A party whose performance of its obligations under a contract under these Terms and Conditions is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

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16.    Termination

16.1  The Consultant may terminate a contract under these Terms and Conditions by giving to the Client not less than 30 days' written notice of termination. The Client may terminate a contract under these Terms and Conditions by giving to the Consultant not less than 30 days' written notice of termination.

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16.2  Either party may terminate a contract under these Terms and Conditions immediately by giving written notice of termination to the other party if:

(a)    the other party commits any breach of a contract under these Terms and Conditions, and the breach is not remediable; or

(b)    the other party commits a breach of a contract under these Terms and Conditions, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied.

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16.3  Either party may terminate a contract under these Terms and Conditions immediately by giving written notice of termination to the other party if:

(a)    the other party:

(i)     is dissolved;

(ii)    ceases to conduct all (or substantially all) of its business;

(iii)   is or becomes unable to pay its debts as they fall due;

(iv)   is or becomes insolvent or is declared insolvent; or

(v)    convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)    an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)    an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under that contract); or

(d)    if that other party is an individual:

(i)     that other party dies;

(ii)    as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii)   that other party is the subject of a bankruptcy petition or order.

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16.4  The Consultant may terminate a contract under these Terms and Conditions immediately by giving written notice to the Client if:

(a)    any amount due to be paid by the Client to the Consultant under that contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b)    the Consultant has given to the Client at least 30 days' written notice, following the failure to pay, of its intention to terminate that contract in accordance with this Clause 16.4.

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17.    Effects of termination

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17.1  Upon the termination of a contract under these Terms and Conditions, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6.2, 6.4, 8.2, 8.4, 9, 11.1, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13, 11.14, 11.15, 11.16, 11.17, 11.18, 11.19, 11.20, 13, 14, 17, 18.2, 20 and 21.

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17.2  Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of a contract under these Terms and Conditions shall not affect the accrued rights of either party.

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18.    Status of Consultant

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18.1  The Consultant is not an employee of the Client, but an independent contractor.

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18.2  The termination of a contract under these Terms and Conditions will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of a contract under these Terms and Conditions.

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19.    Notices

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19.1  Any notice given under these Terms and Conditions must be in writing, whether or not described as "written notice" in these Terms and Conditions.

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19.2  Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Section 5 of the Statement of Work):  

(a)    delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b)    sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

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19.3  The addressee and contact details set out in Section 5 of the Statement of Work may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19.

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20.    General

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20.1  No breach of any provision of a contract under these Terms and Conditions shall be waived except with the express written consent of the party not in breach.

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20.2  If any provision of a contract under these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of that contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

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20.3  A contract under these Terms and Conditions may not be varied except by a written document signed by or on behalf of each of the parties.

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20.4  The Client hereby agrees that the Consultant may assign the Consultant's contractual rights and obligations under a contract under these Terms and Conditions to any successor to all or a substantial part of the business of the Consultant from time to time, providing that, if the Client is a consumer, such action does not serve to reduce the guarantees benefiting the Client under that contract. Save to the extent expressly permitted by applicable law, the Client must not without the prior written consent of the Consultant assign, transfer or otherwise deal with any of the Client's contractual rights or obligations under a contract under these Terms and Conditions.

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20.5  A contract under these Terms and Conditions is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to a contract under these Terms and Conditions are not subject to the consent of any third party.

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20.6  The main body of these Terms and Conditions and the Statement of Work shall constitute the entire agreement between the parties in relation to the subject matter of a contract under these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

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20.7  A contract under these Terms and Conditions shall be governed by and construed in accordance with English law.

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20.8  The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with a contract under these Terms and Conditions.

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21.    Interpretation

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21.1  In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a)    that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)    any subordinate legislation made under that statute or statutory provision.

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21.2  The Clause headings do not affect the interpretation of these Terms and Conditions.

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21.3  References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

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21.4  In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.