2 GENERAL
2.1 The Supplier may not assign, transfer, novate, sub-contract or otherwise dispose of, in whole or in part, any of its respective rights or obligations under this Engagement.
2.2 Supplier acknowledges the Client is the client of CloudPay and shall act at all times in good faith in its dealings with Client.
2.3 Supplier understands and agrees that the terms and conditions of the Agreement shall prevail in all cases (including but not limited to any provision that governs disputes) where that term is not explicitly addressed in this Letter of Engagement and associated Schedule 1. In the event of any inconsistency in a term of this Letter of Engagement and the Agreement, the order of precedence shall be (1) Schedule 1; (2) this Letter of Engagement; and (3) the Agreement.