The definitions and rules of interpretation in this condition apply in these terms and conditions (“Conditions”).
“Business Day”: any day save for any bank or public holiday.
“Booking Confirmation”: the letter or email sent to the Client confirming the services to be provided by the Supplier under the Contract as set out in the Quotation or the Booking Confirmation, together with any other services which the Supplier provides, or agrees to provide, to the Client.
“Client”: the person, firm or company that purchases Services from the Supplier.
“Client’s Equipment”: any equipment, systems, cabling or facilities provided by the Client and used directly or indirectly in the supply of the Services.
“Contract”: the Client’s purchase order and the Supplier’s acceptance of it, or the Client’s acceptance of a quotation for Services by the Supplier under condition 1.10.
“Deliverables”: all Documents, products and materials developed by the Supplier or its agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports, course materials and specifications (including drafts).
“Document”: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form relating to any aspect whatsoever of the Supplier’s business.
“In-put Material”: all Documents, information and materials provided by the Client relating to the Services including (without limitation), computer programs, data, reports and specifications.
“Intellectual Property Rights”: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Pre-existing Materials”: all Documents, information and materials provided by the Supplier relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports, course materials and specifications.
“Quotation”: the Supplier’s quotation for the provision of the Services to the client whether that be in writing to the Client or the cost of Services specified on the Supplier’s Website(s) and will include, unless otherwise stated, all costs directly associated with the Services to be provided to the Client.
“Services”: the services to be provided by the Supplier under the Contract as set out in the Quotation or the Booking Confirmation, together with any other services which the Supplier provides, or agrees to provide, to the Client.
“Supplier”: Fixit Construction Training Academy Limited.
“Supplier’s Equipment”: any equipment, including tools, systems, cabling or facilities, provided by the Supplier or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Client.
“Term”: the period for the provision of the Services set out in the Quotation or Booking Confirmation.
“VAT”: value added tax chargeable under English law for the time being and any similar additional tax.
“Website”: the website(s) used by the Supplier to promote its Services to which these Conditions relate to.
Headings in these conditions shall not affect their interpretation.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
The Quotation and Booking Confirmation forms part of the Contract.
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
A reference to writing or written includes faxes but not e-mail.
Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
References to conditions are to the conditions of the Contract.
These Conditions shall:
(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Client, or implied by law, trade custom, practice or course of dealing.
The Client’s purchase order, or the Client’s acceptance of a quotation for Services by the Supplier, constitutes an offer by the Client to purchase the Services specified in it on these Conditions. No offer placed by the Client shall be accepted by the Supplier other than:
(a) by a written acknowledgement issued and executed by the Supplier; or
(b) (if earlier) by the Supplier starting to provide the Services,
when a contract for the supply and purchase of the Services on these Conditions will be established. The Client’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with condition 1.10. Any Quotation is valid for a period of 7 days from its date, provided that the Supplier has not previously withdrawn it before acceptance by the Client.
Commencement and duration
The Services supplied under the Contract shall be provided by the Supplier to the Client from the date of acceptance by the Supplier of the Client’s offer in accordance with condition 1.10.
Subject to condition 10, the Services supplied under the Contract shall continue to be supplied for the Term and, after that, shall continue to be supplied unless the Contract is terminated by one of the parties giving to the other not less than six months’ notice, such notice to expire on six months after the date of receipt.
The Supplier shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Client, in accordance with and in all material respects in relation to the Services.
The Supplier shall use reasonable endeavours to meet any performance dates specified in the Quotation and Booking Confirmation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
The Supplier shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at any of the Client’s premises and that have been communicated to it under condition 4.1(e), provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
Upon request by the Client, the Supplier shall use its reasonable endeavours to locate suitable additional specialist advisers at the sole cost and responsibility of the Client. For the avoidance of doubt, the Supplier shall not be liable whatsoever in relation to the provision of Services to the Client by such specialist adviser (including but not limited to the suitability of such an adviser nor his advice nor his charges).
The Client shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with unhindered access to the Client’s premises, office accommodation, data, Client’s Equipment and other facilities as reasonably required by the Supplier in the provision of the Services;
(c) provide to the Supplier, in a timely manner, such In-put Material and other information as the Supplier may reasonably require and ensure that it is accurate in all material respects;
(d) be responsible for bringing to the attention of the Supplier and (at its own cost) for preparing and maintaining the relevant premises or parts thereof for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing the Supplier of all of the Client’s obligations and actions under this condition 4.1(d);
(e) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises;
(f) ensure that all Client’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or.
(g) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the Supplier’s Equipment, the use of In-put Material and the use of the Client’s Equipment in relation to the Supplier’s Equipment insofar as such licences, consents and legislation relate to the Client’s business, premises, staff and equipment, in all cases before the date on which the Services are to start;
(h) keep and maintain the Supplier’s Equipment in good condition, and shall not dispose of or use the Supplier’s Equipment other than in accordance with the Supplier’s written instructions or authorisation; and
If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
The Client shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Client in writing.
The Client shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 6 months after termination of the Contract, solicit or entice away from the Supplier or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.
Any consent given by the Supplier in accordance with condition 4.4 shall be subject to the Client paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Client to that employee, consultant or subcontractor.
Charges and payment
In consideration of the provision of the Services by the Supplier, the Client shall pay the charges as set out in the Quotation, which shall specify whether they shall be on a time and materials basis, a fixed price basis or a combination of both. Condition 5.2 shall apply if the Supplier provides Services on a time and materials basis. Condition 5.3 shall apply if the Supplier provides Services for a fixed price. The remainder of this condition 5 shall apply in either case.
Where Services are provided on a time and materials basis:
(a) the charges payable for the Services shall be calculated in accordance with the Supplier’s standard daily or hourly fee rates (as appropriate), as set out in the Quotation and as amended from time to time by the Supplier giving not less than one months’ written notice to the Client;
(b) the Supplier’s standard and additional daily fee rates for each individual person at the relevant rate are calculated based on an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays);
(c) the Supplier shall be entitled to charge an overtime rate of 150% of the standard or additional (as appropriate) daily or hourly fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in condition 5.2(b);
(d) for the avoidance of doubt, if any hourly fee rate is to be charged by the Supplier a full hourly fee rate shall be charged for any hour or part thereof during which the Services are provided;
(e) all charges quoted to the Client shall be exclusive of VAT, which the Supplier shall add to its invoices at the appropriate rate;
(f) the Supplier shall ensure that every individual whom it engages on the Services completes time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice referred to in condition 5.2(g); and
(g) the Supplier shall invoice monthly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this condition 5.2.
Where Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Quotation. Unless agreed in writing by the Supplier, the total price shall be paid to the Supplier (without deduction or set-off) in full upon the Client requesting the Supplier’s Services, as set out in the Quotation. Upon the Supplier being in receipt of cleared funds in its business bank account, the Supplier shall invoice the Client for the Services that have been paid for or are then payable, together with any additional charges, expenses, the costs of materials and VAT, where appropriate, calculated as provided in condition 5.4.
Any fixed daily and or hourly rate contained in the Quotation excludes:
(a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by the Supplier for the supply of the Services. Such expenses, materials and third party services shall be invoiced by the Supplier; and
(b) VAT, which the Supplier shall add to its invoices at the appropriate rate.
Unless already paid in full by or on behalf of the Client upon the Client accepting the Suppliers Quotation, the Client shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 30 days of receipt to a bank account nominated in writing by the Supplier.
Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Supplier on the due date, the Supplier may:
(a) charge interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Supplier’s bank, accruing daily and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest together with a sum equal to the reasonable costs and expenses incurred by the Supplier in recovering such debts immediately on demand. The Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) suspend all Services until payment has been made in full.
Time for payment shall be of the essence of the Contract.
All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This condition 5.8 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
The Supplier may, without prejudice to any other rights it may have, set off any liability of the Client to the Supplier against any liability of the Supplier to the Client.
Upon the Client providing the Supplier with written notice of cancellation of the Supplier’s services the Client will remain liable for the full Quotation if the notice of cancellation is served within 28 days of the date when the Services have agreed to be provided.
If notice of cancellation is served more than 28 days of the date when the Services have agreed to be provided the Client will remain liable for a cancellation fee equivalent to 25% of the cost of the Quotation, plus VAT.
Intellectual property rights
As between the Client and the Supplier, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by the Supplier. Subject to condition 6.2 and the payment in full of sums due to the Supplier pursuant to the Contract, the Supplier licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables and the Services. If the Supplier terminates the Contract under condition 10.1, this licence shall automatically terminate.
The Client acknowledges that, where the Supplier does not own any Pre-existing Materials, the Client’s use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Client.
Confidentiality and the supplier’s property
The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by the Supplier, its employees, agents, consultants or subcontractors and any other confidential information concerning the Supplier’s business or its products which the Client may obtain.
The Client may disclose such information:
(a) to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Client’s obligations under the Contract; and
(b) as may be required by law, court order or any governmental or regulatory authority.
The Client shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition 7.
The Client shall not use any such information for any purpose other than to perform its obligations under the Contract.
All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Client (including Pre-existing Materials and the Supplier’s Equipment) shall, at all times, be and remain as between the Supplier and the Client the exclusive property of the Supplier, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.
Limitation of liability – the Client’s attention is particularly drawn to this condition
This condition (8) sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of:
(a) any breach of the Contract;
(b) any use made by the Client of the Services, the Deliverables or any part of them; and
(c) any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
Nothing in these Conditions limits or excludes the liability of the Supplier:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the Supplier.
Subject to condition 8.2 and condition 8.3
(a) the Supplier shall not be liable for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss of corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or
(x) any losses suffered or incurred by the Client under the Health and Safety (Fees) Regulations 2012; or
(xi) any losses suffered or incurred by the Client as a result of failing to follow any or all of the advice and or Deliverables provided by the Supplier pursuant to the Contract; or
(xii) any losses suffered or incurred by the Client as a result of any matter which has occurred between each agreed inspection of the relevant premises of the Client as part of the Services.
(b) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services.
The Client will save harmless and indemnify and keep indemnified the Supplier in respect of any liability over and above the limit of liability as set out in condition 9.4(b) relating to any claim made against the Supplier in respect of or arising out of the Services provided under the Contract.
The Client agrees with the Supplier that the Client will not issue any third party proceedings against or seek indemnity from the Supplier in the event of any person, firm or company taking action against the Client for breach of the Supplier’s obligations whether statutory or at common law.
The Client acknowledges and agrees that details of the Client’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Supplier in connection with the Services and that it will be retained and used in strict compliance with any and all relevant legislation.
Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than six months written notice or immediately on giving notice to the other if:
(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
(b) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(c) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
(h) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
(j) a creditor or encumbrance of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(k) 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 events mentioned in condition 10.1(d) to condition 10.1(j)condition 10.1(h) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(m) there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001).
On termination of the Contract for any reason:
(a) the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
(b) the Client shall within 14 days return all of the Supplier’s Equipment, Pre-existing Materials and Deliverables (including but not limited to all certificates). If the Client fails to do so, then the Supplier may enter the Client’s premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping; and
(c) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect:
(a) condition 6;
(b) condition 7;
(c) condition 8;
(d) condition 10; and
(e) condition 20.
The Supplier shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
The Supplier may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. The Supplier may, from time to time change the Services, if where practicable, it will give the Client at least 7 days’ notice of any change.
Subject to condition 12.1, no variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
Each party acknowledges that, in entering the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract), as expressly provided in the Contract.
Nothing in this condition shall limit or exclude any liability for fraud.
The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Contract.
The Supplier may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
Rights of third parties
A person who is not a party to the Contract shall not have any rights under or about it.
Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, by email, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party and, in case of the Supplier, for the attention of Mr. F. Dures, or as otherwise specified by the relevant party by notice in writing to the other party.
Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in the Quotation or, if sent by email when received by the intended recipient or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
This condition 19 shall not apply to the service of any in any proceedings or other documents in any legal action.
Governing law and jurisdiction
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter.