Article 2.1.9 Third Party Rights and Assignment

(a) Assignment and Delegation of Contractual Obligations:

(i) Contractual rights may be assigned, and obligations delegated, in whole or in part, unless the contract expressly prohibits such assignment or the assignment would objectively materially alter the duties of the other party or increase the non-assigning party’s burden or risk.

(ii) Subject to the agreed terms between the parties in a relevant contract, any assignment of rights or delegation of duties shall be communicated to the non-assigning party in a timely manner, and the assignor shall remain liable unless a valid novation is agreed.

(iii) ICT Courts shall uphold assignments made in accordance with this ICT Code and may consider commercial usage and prior dealings when interpreting assignment clauses.

(a) Novation:

(i) A novation, involving the substitution of a new party and the discharge of the original obligor, shall require the express notification and consent of all original and incoming parties.

(ii) Upon valid novation, the original contract is extinguished, and the new party assumes the obligations of the outgoing party.

(iii) A novation shall be in writing to be effective where the underlying contract shall be in writing to be effective or if the underlying contract terms so require.

(b) Third-Party Beneficiary Rights:

(i) A person who is not a party to a contract may only enforce a term of that contract if:

(ii) The contract expressly provides that the person may do so; or

(iii) The term purports to confer a benefit on the third party, and it appears from the language and context that the contracting parties intended the third party to have enforceable rights.

(iv) A third-party beneficiary’s rights may be subject to any defences, set-offs, or limitations that would have been available to the contracting parties.

(c) Restrictions on Transferability: Any assignment or novation in violation of a valid contractual restriction shall be voidable at the election of the non-consenting party.

(d) Registrability and Notice:

(i) Assignments of certain rights, particularly those involving receivables, security interests, or high-value obligations, may be required to be registered or notified to third parties to be effective against subsequent assignees or creditors.

(ii) Where applicable, the ICT Operator may establish or recognise registries for this purpose, consistent with commercial best practice.

(e) Successors and Permitted Assigns: Unless expressly excluded, references to a party in a contract shall be deemed to include that party’s lawful successors and permitted assigns, consistent with the principles of continuity of obligations under this ICT Code.

(f) Preservation of Contractual Integrity: Nothing in this Article shall be construed to permit the alteration of core contract obligations or party identity without appropriate consent or compliance with applicable legal standards under this ICT Code.