OUR TERMS & CONDITIONS OF BUSINESS
1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply products to you.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are LIGHTOX LIMITED, a company incorporated in England and Wales with company number 10308130 whose registered office is at c/o Baldwins, Wynyard Park House, Wynyard Avenue, Wynyard, TS22 5TB, UK. We have do not have a VAT number currently.
2.2 How to contact us. You can contact us through our website (lightox.co.uk) or by writing to us at email@example.com or at Lightox, c/o Baldwins, Wynyard Park House, Wynyard Avenue, Wynyard, TS22 5TB, UK.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing, and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.3 Your order number. We will assign an order number to your order, and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
4. OUR PRODUCTS
4.1 Products may vary slightly. Your product may vary slightly, although we have made every effort to be as accurate as possible, however, all sizes, weights, capacities, dimensions and measurements indicated have a 2% tolerance.
4.2 Product packaging may vary. The packaging of the product may vary from that shown on images on our website.
5. YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
6. OUR RIGHTS TO MAKE CHANGES
6.1 Minor changes to the products. We may change the product:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the product.
7. PROVIDING THE PRODUCTS
7.1 Delivery costs.
The costs of delivery will be as displayed to you on our website or as outlined in our quotation for the cost of the goods.
7.2 When we will provide the products.
During the order process we will let you know when we will provide the products to you. We will deliver them to you as soon as reasonably possible, and in any event within 28 days after the day on which we accept your order.
7.3 We are not responsible for delays outside our control.
If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know, and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract, and receive a refund for any products you have paid for but not received.
7.4 Collection by you.
If you have asked to collect the products from our premises, you can collect them from us at any time during our working hours of 9am to 5pm, or by prior arrangement on weekdays.
7.5 If there is no one present at work when the product is delivered.
If no one is available at your address to take delivery and the products cannot be posted through your letterbox, a note will be left informing you of how to rearrange delivery or collect the products from a local depot. Goods will not be left by our delivery agents, unless secure or by prior arrangement
7.6 If you do not re-arrange delivery.
If you do not collect the products from us, or as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot, we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and Clause 10.2 will apply.
7.7 Your legal rights if we deliver late.
You have legal rights if we deliver any products late. If we miss the delivery deadline for any products then you may treat the contract as at an end straight away if any of the following apply:
(a) we have refused to deliver the products;
(b) delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
(c) you told us before we accepted your order that delivery within the delivery deadline was essential.
7.8 Setting a new deadline for delivery.
If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under Clause 7.77, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.
7.9 Ending the contract for late delivery.
If you do choose to treat the contract as at an end for late delivery under Clause 7.7 or Clause 7.8, you can cancel your order for any of the products or reject products that have been delivered. If you wish, you can reject or cancel the order for some of those products (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for the cancelled products and their delivery. If the products have been delivered to you, you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please contact LightOx Ltd. or email us at firstname.lastname@example.org for a return label or to arrange collection.
7.10 When you become responsible for the product.
The product will be your responsibility from the time we deliver the product to the address you gave us or you or a carrier organised by you collect it from us.
7.11 When you own goods.
You own a product which is goods once we have received payment in full.
7.12 What will happen if you do not give required information to us.
We may need certain information from you so that we can supply the products to you, for example, your date of birth. If so, this will have been stated in the description of the products on our website. We will contact you [in writing] to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.13 Reasons we may suspend the supply of products to you.
We may have to suspend the supply of a product to:
(a) deal with technical problems or make minor technical changes;
(b) update the product to reflect changes in relevant laws and regulatory
(c) make changes to the product as notified by us to you (see Clause 6).
7.14 Your rights if we suspend the supply of products.
We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 6 months in any year we may adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 3 months and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
7.15 We may also suspend supply of the products if you do not pay.
If you do not pay us for the products when you are supposed to (see Clause 12.4), and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see Clause 12.6). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see Clause 12.5).
8. YOUR RIGHTS TO END THE CONTRACT
8.1 You can always end your contract with us.
Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
(a) If what you have bought is faulty or mis-described you may have a legal right to end the contract (or to get the product replaced or to get some or all of your money back), see Clause 11;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see Clause 8.2;
(c) If you have just changed your mind about the product, see Clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions [and you will have to pay the costs of return of any goods];
(d) In all other cases (if we are not at fault and there is no right to change your mind), see Clause 8.7.
8.2 Ending the contract because of something we have done or are going to do.
If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately, and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
(a) we have told you about an upcoming change to the product or these terms which you do not agree to (see Clause Error! Reference source not found.);
(b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the products may be significantly delayed because of events outside our control;
(d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 3 months; or
(e) you have a legal right to end the contract because of something we have done wrong (including because we have delivered late (see Clause 7.7).
8.3. Exercising your right to change your mind (Consumer Contracts Regulations 2013).
For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
8.4 Our goodwill guarantee.
Please note, these terms reflect the goodwill guarantee offered by LightOx Ltd. to its customers, which is more generous than your legal rights under normal Consumer Contracts Regulations in the ways set out below. This goodwill guarantee does not affect your legal rights in relation to faulty or mis-described products (see Clause 11.2):
Right under the Consumer Contracts Regulations 2013
14 day period to change your mind.
Consumer to pay costs of return.
How our goodwill guarantee is more generous
14 day period to change your mind.
We pay the costs of return.
8.5 When you don’t have the right to change your mind.
You do not have a right to change your mind in respect of products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them.
8.6 How long do I have to change my mind?
How long you have depends on what you have ordered and how it is delivered. In relation to goods, you have 14 days after the day you (or someone you nominate) receives the goods, unless:
(a) Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.
(b) Your goods are for regular delivery over a set period (for example over 3 months). In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.
8.7 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see Clause 8.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods is completed when the product is delivered, and paid for. If you want to end the contract in these circumstances, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
9. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
9.1 Tell us you want to end the contract.
To end the contract with us, please let us know by doing one of the following:
(a) Email. Contact mail us at email@example.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.
(b) By post. Write to us at that company address, including the information required in the form.
9.2 Returning products after ending the contract.
If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at: f.a.o. Prof A Whiting, Department of Chemistry, Durham University, South Road, Durham, DH1 3LE or (if they are not suitable for posting) allow us to collect them from you. Please email us at firstname.lastname@example.org for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
9.3 When we will pay the costs of return.
We will pay the costs of return:
(a) if the products are faulty or mis-described;
(b) if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or
(c) if you are exercising your right to change your mind.
In all other circumstances, you must pay the costs of return.
9.4 What we charge for collection.
If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection. The costs of collection will be the same as our charges for standard delivery.
9.5 How we will refund you.
We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
9.6 Deductions from refunds.
If you are exercising your right to change your mind:
(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop.
(b) If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(c) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
9.7 When your refund will be made.
We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then, where the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see Clause 9.2.
10. OUR RIGHTS TO END THE CONTRACT
10.1 We may end the contract if you break it.
We may end the contract for a product at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, your date of birth;
(c) you do not, within a reasonable time, allow us to deliver the products to you or collect them from us;
10.2 You must compensate us if you break the contract.
If we end the contract in the situations set out in Clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
10.3 We may withdraw the product.
We may write to you to let you know that we are going to stop providing the product. We will let you know at least 7 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.
11. IF THERE IS A PROBLEM WITH THE PRODUCT
11.1 How to tell us about problems.
If you have any questions or complaints about the product, please contact us. You can write to us at email@example.com or at LightOx Ltd., c/o Baldwins, Wynyard Park House, Wynyard Avenue, Wynyard, TS22 5TB, UK.
11.2 Summary of your legal rights.
We are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the product. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected life of your product your legal rights entitle you to the following:
• up to 30 days: if your item is faulty, then you can get a refund.
• up to six months: if your faulty item can’t be replaced, then you’re entitled to a full refund, in most cases.
• up to six years: if the item can be expected to last up to six years you may be entitled to a replacement, or, if that doesn’t work, some of your money back.
11.3 Your obligation to return rejected products.
If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please email us at firstname.lastname@example.org for a return label or to arrange collection.
12. PRICE AND PAYMENT
12.1 Where to find the price for the product.
The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see Clause 12.3 for what happens if we discover an error in the price of the product you order.
12.2 We will pass on changes in the rate of VAT.
If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
12.3 What happens if we got the price wrong.
It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated in our price list, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
12.4 When you must pay and how you must pay.
We prefer payment by direct bank transfer. Payment details will be on your invoice, and this number should be used as the reference number for payment.
12.5 We can charge interest if you pay late.
If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of National Westminster Bank Plc from time-to-time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
12.6 What to do if you think an invoice is wrong.
If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.
13. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
13.1 We are responsible to you for foreseeable loss and damage caused by us.
If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
13.2 We are not liable for business losses.
We only supply the products for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14. HOW WE MAY USE YOUR PERSONAL INFORMATION
14.1 How we will use your personal information.
We will use the personal information you provide to us:
(a) to supply the products to you;
(b) to process your payment for the products; and
(c) if you agreed to this during the order process, to inform you about similar products that we provide, but you may stop receiving these at any time by contacting us.
14.2 We will only give your personal information to third parties where the law either requires or allows us to do so.
15. OTHER IMPORTANT TERMS
15.1 We may transfer this agreement to someone else.
We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
15.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee).
You may not transfer your rights or your obligations under these terms to another person or third party.
15.3 Nobody else has any rights under this contract.
This contract is between you and us. No other person shall have any rights to enforce any of its terms.
15.4 If a court finds part of this contract illegal, the rest will continue in force.
Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.5 Even if we delay in enforcing this contract, we can still enforce it later.
If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
15.6 Which laws apply to this contract and where you may bring legal proceedings?
These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
16. OTHER LEGAL MATTERS RELATED TO THE SUPPLY OF SPECIFIC LIGHTOX COMPOUNDS AND MATERIALS
16.2 The Supplier has developed the Original Materials.
16.3 The Recipient wishes to acquire a sample of the Original Materials for use in the Project.
16.4 The Supplier is willing to provide the Quantity of the Original Materials to the Recipient for the Term on the terms shown below.
17. THE PARTIES AGREE AS FOLLOWS:
17.2 In this Agreement, the following words shall have the following meanings:
“Agreement” this material transfer agreement;
“Claims” all demands, claims, and liability (whether criminal or civil, in contract, tort, or otherwise) for losses, damages, legal costs, and other expenses of any nature whatsoever and all costs and expenses (including legal costs) incurred in connection therewith;
“Commercial” the sale, lease, licence, disposal or other transfer of Original Material or Modifications to a for-profit organisation and, any use by any organisation, including the Recipient to perform contract research on behalf of a for-profit organisation, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license of a product, or transfer of the Original Material or Modifications to a for-profit organisation.
“Confidential Information” all information concerning products, technology, business plans, financials, data, test results, methods, protocols, development strategies, processes, formulations, compounds and any other confidential or proprietary information whether of a written, oral, electronic or visual nature, provided by the Supplier to the Recipient that: in respect of information provided in documentary or by way of a model or in other tangible form, at the time of provision is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence; and in respect of information that is imparted orally, any information that the Supplier or its representatives informed the Recipient at the time of disclosure was imparted in confidence; and
(c) any copy of any of the foregoing.
“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Losses” all losses, including financial losses, damages, legal costs, and other expenses of any nature whatsoever;
“Materials” the Original Materials and any and all materials, documents, and information that the Supplier may provide to the Recipient under or in connection with this Agreement and any constructs, strains, modifications, derivatives, portions, progeny, or improvements obtained from or as a result of the use of the Original Materials by the Recipient;
“Modification” substances created by the Recipient which contain and/or incorporate the Original Material or any of it.
“Original Materials” the materials to be made available by the Supplier to the Recipient under this Agreement as described in the attached Schedule;
“Parties” the Supplier and the Recipient; and ‘Party’ shall mean either of them;
“Patents” UK Patent Application No. GB1613712.7, UK Patent Application No. GB1417957.6, UK Patent Application No. GB160513.1, and any patents granted out of such applications and claiming priority from any such patent or patent application
“Principal Investigator” the individual identified in the attached Schedule;
“Project” the non-Commercial research project involving the use of the Original Materials as described in the attached Schedule;
“Results” all Modifications, information, know-how, inventions, ideas, discoveries, developments, improvements or innovations made by the Recipient in the course of the Project, whether or not patentable or capable of registration, and whether or not recorded in any medium.;
“Quantity” the quantity of the Original Materials to be made available by the Supplier to the Recipient under this Agreement as described in the attached Schedule;
“Term” the term of this Agreement as described in the attached Schedule; and
“Third Party” any person other than the Parties.
18. THE RECIPIENT’S USE OF THE MATERIALS
18.1 The Recipient shall keep the Materials secure at the Recipient’s laboratory and shall ensure that no one other than the Recipient has access to the Materials.
18.2 The Recipient shall restrict access to and use of the Materials to the Principal Investigator, who is an employee of the Recipient, and to persons engaged in performing the Project in the Recipient’s laboratory under the Principal Investigator’s direct control.
18.3 The Recipient shall supervise all persons engaged in performing the Project, and shall ensure that all such persons are informed of and abide by the applicable terms of this Agreement.
18.4 The Recipient shall use the Materials only for the Project. The Recipient shall not disclose, use, or allow the use of the Materials for any Commercial purpose or Commercially sponsored research, without the prior written consent of the Supplier, which may be withheld at the Supplier’s sole discretion. Furthermore, in the performance of the Project, the Recipient shall not use any funding or materials provided by a Third Party without first obtaining the Supplier’s written consent to such Third Party’s involvement in the Project.
18.5 The Recipient shall not sell, gift, transfer, or otherwise supply or disclose the Materials to any Third Party.
18.6 The Recipient acknowledges that protection for the Original Materials has been applied for in one or more Patent(s).
18.7 The Recipient shall not (and shall not permit or procure any Third Party) to reverse engineer or decompile the Original Materials or otherwise determine the chemical structure or sequence of or make any analytical measurements on the Original Materials without the prior written consent of the Supplier.
18.8 Notwithstanding the scope of the Project, the Recipient shall not use the Materials for research or testing in humans or in animals intended for human consumption or otherwise, under any circumstance.
18.9 The Recipient shall use the Materials in accordance with current OECD Good Laboratory Practice and the highest standards of skill and care, and shall ensure compliance with any applicable laws, approvals, and regulations governing the transportation, handling, keeping, or use of the Materials.
18.10 Except as expressly provided by this Agreement, no right, title, or interest, including a licence under or to any of the Supplier’s intellectual or tangible property is granted or shall be implied by this Agreement.
19. CONFIDENTIALITY OBLIGATIONS
19.1 As between the Supplier and the Recipient, Confidential Information belongs solely to the Supplier. The Recipient shall not, during the Term and for a period of five (5) years thereafter, disclose to any Third Party nor use for any purpose except for the Project any Confidential Information.
19.2 The obligations of confidentiality and non-use set out in Clause 4.1 shall not apply to any information, whether Confidential Information or not, that the Recipient can show by way of written record that:
(a) was known to the Recipient before the information was imparted by the Supplier;
(b) is in or subsequently comes publicly known through no fault, act, or omission on the part of the Recipient; or
(c) is required to be disclosed by the Recipient to comply with the applicable laws or governmental regulations provided that the Recipient, where possible, notifies the Supplier of such requirement prior to any such disclosure.
20. INTELLECTUAL PROPERTY
20.1 The Supplier hereby grants to the Recipient a non-exclusive, worldwide, royalty-free licence of all Intellectual Property Rights in the Materials for the purpose of the Project, and no other purpose.
20.2 The Recipient hereby assigns to the Supplier all existing and future Intellectual Property Rights in the Results and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this Agreement, the Recipient holds legal title in these rights on trust for the Supplier.
20.3 The Recipient undertakes:
(a) to notify to the Supplier in writing, full details of any Results promptly on their creation;
(b) to keep confidential details of all Experimental Details and Results;
(c) whenever requested to do so by the Supplier, and in any event on the termination of this Agreement, promptly to deliver to the Supplier all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Results, and the process of their creation which are in its possession, custody or power;
(d) not to register nor attempt to register any of the Intellectual Property Rights in the Results, unless requested to do so in writing by the Supplier; and
(e) to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Results has passed, or will pass, to the Supplier.
20.4 The Recipient warrants to the Supplier that:
(a) it has not given and will not give permission to any third party to use any of the Results, nor any of the Intellectual Property Rights in the Results;
(b) it is unaware of any use by any third party of any of the Results or Intellectual Property Rights in the Results; and
(c) the use of the Results or the Intellectual Property Rights in the Results by the Supplier will not infringe the rights of any third party.
20.5 The Recipient agrees to indemnify the Supplier and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Supplier, or for which the Supplier may become liable, with respect to any intellectual property infringement claim or other claim relating to the Results provided by the Recipient to the Supplier during the course of the Project. The Recipient shall maintain adequate liability insurance coverage and ensure that the Supplier’s interest is noted on the policy, and shall supply a copy of the policy to the Supplier on request.
20.6 The Recipient waives any moral rights in the Results to which he is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Recipient’s moral rights.
20.7 The Recipient acknowledges that, except as provided by law, no further compensation other than those provided for in this Agreement are due or may become due to the Recipient in respect of the performance of his obligations under this Clause 5.
20.8 The Recipient undertakes, at the expense of the Supplier, at any time either during or after the Term, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Supplier, be necessary or desirable to vest the Intellectual Property Rights in the Results in, and to register them in, the name of the Supplier and to defend the Supplier against claims that Results infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Results.
20.9 The Recipient irrevocably appoints the Supplier to be his attorney in his name and on his behalf to execute documents, use the Supplier’s name and do all things which are necessary or desirable for the Supplier to obtain for itself or its nominee the full benefit of this Clause 5.
21.1 Notwithstanding Clause 4, and subject to this Clause 6, the Recipient may publish, otherwise publicly disclose (collectively, “Publish”; such a Publishing is a “Publication”), or submit for Publication an article, manuscript, abstract, report, poster, presentation, or other material that includes the results of the use of the Materials in the Project, and identifying information regarding the Materials, as would be reasonably required for purposes of publication in a peer-reviewed scientific journal (such article, manuscript, abstract, report, poster, presentation, or other material, a “Manuscript”).
21.2 Not less than forty five (45) days prior to the earlier of Publication or submission for Publication of any Manuscript, the Recipient shall, or shall cause the Principal Investigator to, provide the Supplier with a copy of the Manuscript. If the Manuscript is an abstract, presentation, or poster, the Supplier shall use reasonable efforts to complete its review as promptly as possible. The Recipient shall consider in good faith any comments submitted by the Supplier regarding the content thereof, and shall delete any Confidential Information of the Supplier (other than the identifying information regarding the Materials permitted to be Published pursuant to Clause 4.1) that the Supplier requests in writing be deleted.
21.3 At the Supplier’s request, the Recipient shall delay Publication or submission for Publication of the Manuscript, as the case may be, for up to an additional sixty (60) days to allow patent applications to be filed, at Transferor’s expense, on one or more Inventions not previously Published that are disclosed in the Manuscript.
21.4 Except as expressly stated herein, nothing in this Agreement shall be construed to grant either Party the right to use the name, logo, or trademark of the other Party or its employees or Affiliates in any press release, publicity, or advertising without the prior written approval of the other Party, except as required by applicable law.
21.5 If required by the journal to which a Manuscript is submitted, or upon request by the Supplier, the Recipient shall publicly acknowledge in any Manuscript, the Supplier’s financial or editorial contribution to the project, and the Recipient may use the Supplier’s name for that purpose.
22. NO LIABILITY
22.1 The Materials are experimental in nature, and the Supplier makes no representation and gives no warranty or undertaking in relation to them. As examples, but without limiting the foregoing, the Supplier gives no warranty: (a) that it owns all necessary Intellectual Property Rights in the Materials, and that their use will not infringe any Intellectual Property Rights owned by any Third Party; or (b) that the Materials are of satisfactory quality or fit for any particular purpose, have been developed with reasonable care and skill or tested, for the presence of pathogens or otherwise, or are viable, safe, or non-toxic.
22.2 The Materials are made available by the Supplier free of charge and as such the Parties agree that the provisions of this Clause 7.2 are reasonable. The Supplier shall have no liability to the Recipient, whether in contract, tort, including but not limited to negligence, or otherwise, in relation to the supply of the Materials to the Recipient or their use or keeping by the Recipient or by any other person, or the consequences of their use, to the maximum extent not prohibited by applicable law. The Recipient shall indemnify the Supplier from and against all Claims and Losses arising from such supply, use or keeping, including Claims and Losses arising from: (a) injury caused by the Recipient to the Recipient’s employees and Third Parties; (b) the Recipient’s infringement of Third-Party Intellectual Property Rights; and/or (c) the Recipient’s use of the Materials within or outside the scope of this Agreement.
23. TERM AND TERMINATION
23.1 This Agreement takes effect on the Commencement Date and, subject to Clause 8.2 and Clause 8.3 shall continue for the Term.
23.2 Without affecting any other rights that it may be entitled to, either Party may give notice in writing to the other terminating this Agreement immediately if:
(a) the other Party commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days of being notified in writing to do so; or
(b) the other Party repeatedly breaches any of the terms of this Agreement 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 this Agreement; or
(c) 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 s.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 s.268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply: or
(d) 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 into 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
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in 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: or
(f) 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
(g) a floating charge holder over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver; or
(h) 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
(i) the other Party, being an individual, is the subject of a bankruptcy petition or order;
(j) a creditor or encumbrancer 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 Clause 7.2.3 to Clause 7.2.10 (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) the other Party, being an individual, dies or, by reason of illness or incapacity
(whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
23.3 Upon expiration or earlier termination of this Agreement, the recipient at the direction of the Supplier shall:
(a) promptly destroy or return all Materials; and
(b) provide copies or samples of all Results, in a form to be determined by the Supplier.
24.1 This Agreement may only be amended in writing signed by duly authorised representatives of each Party.
24.2 No failure or delay on the part of either Party to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.
24.3 If any provision or part of this Agreement is held to be invalid, amendments to this Agreement may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this Agreement to the maximum extent permissible under applicable law.
24.4 In this Agreement:
(a) the headings are used for convenience only and shall not affect its interpretation;
(b) references to persons shall include incorporated and unincorporated persons;
references to the singular include the plural and vice versa; and references to the masculine include the feminine;
(c) references to Clauses and Schedules mean clauses of, and schedules to, this Agreement;
(d) references in this Agreement to termination shall include termination by expiry; and
(e) where the word ‘including’ is used it shall be understood as meaning ‘including without limitation’.
24.5 The validity, construction, and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the parties hereby submit.
24.6 This Agreement, including its Schedule, sets out the entire agreement between the Parties relating to its subject matter and supersedes all prior oral or written agreements, arrangements, or understandings between them relating to such subject matter. Each Party acknowledges that it does not rely on any representation, agreement, term, or condition that is not set out in this Agreement. Nothing in this Agreement limits or excludes either Party’s liability for fraud.