Standard Terms and Conditions for the Supply of Goods and Services

Standard Terms and Conditions for the Supply of Goods and Services

Standard Terms and Conditions for the Supply of Goods and Services (Testing)

These Terms and Conditions may only be varied with the written agreement of Fera and Fera reserves the right to vary or amend these terms at any time. These Terms and Conditions shall apply to all contracts for the supply of Goods and Services by Fera to the Customer to the exclusion of all other terms and conditions including any terms and conditions which the Customer may purport to apply under any purchase order confirmation of order or similar document.

1. Definition and Interpretation

1.1 In these Terms and Conditions the following words shall have the following meanings:

"Agreement" means the agreement between Fera and the Customer incorporating either:-

(i) the Agreement for the Supply of Goods and/or Services and these Terms and Conditions (including any relevant Purchase Order); or

(ii) the Framework Agreement for the Supply of Goods and/or Services, these Terms and Conditions (including any relevant Purchase Order), and the order acknowledgement form;

(iii) these Terms and Conditions (including any relevant Purchase Order) and a Material Transfer Agreement.

"Background IPR" means rights in any Intellectual Property, excluding Foreground IPR, owned or controlled by any party arising before commencement of the Services and/or provision of the Goods, or in parallel independently of the Services and/or Goods, which is necessary for carrying out the Services and/or provision of the Goods.

"Confidential Information" means (a) all information in respect of either party’s business including customer data, financial information, trade secrets, the existence of and contents of this Agreement and other information of commercial value; and (b) all information of any nature whatever related which includes, information which relates to the business, affairs, properties, assets, trading practices, goods/services, developments, trade secrets, Intellectual Property Rights, know-how, personnel, customers and suppliers of either Party and all personal data and sensitive personal data within the meaning of the Data Protection Act 1998.. Which disclosed would constitute an actionable breach of confidence, which has either been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored).

"Customer" means the person or persons to whom the Agreement is issued. Where the Customer consists of more than one person, the obligations of those persons in respect of the Agreement shall be joint and several.

"Fera" shall mean Fera Science Limited of Sand Hutton, York, YO41 1LZ (a company incorporated in England and Wales under number 9413107) whose registered office is situated at 17 Rochester Row, London, SW1P 1QT.

"Force Majeure" means an event which is beyond the reasonable control of a party which that party could not anticipate and mitigate by contingency planning, insurance or any other prudent business means, but excludes (a) industrial action affecting that party only and not its industry generally; and (b) failure of any subcontractor save where that subcontractor itself is affected an event which is beyond its reasonable control and which it could not anticipate and mitigate by contingency planning, insurance or any other prudent business means; and (c) or breakdown of machinery, delay in delivery by Fera's suppliers or any other cause whatsoever (whether or not similar to the foregoing) outside the control of Fera.

"Foreground IPR" means rights in any Intellectual Property obtained, found, produced, devised, developed, or made during or generated in the course of the carrying out of the Services and/or providing the Goods.

"Goods" means the goods to be supplied by Fera as detailed in the Purchase Order or by Fera in any other form, including but not limited to email, telephone, letter and fax.

"Intellectual Property" means all intellectual and industrial property rights, including copyright, database rights, registered and unregistered design rights, know-how, models, patents, topography rights, registered and unregistered trademarks, rights in confidential information and any rights in any discovery, invention or process, and applications for and rights to apply for each of these in any country.

"Parties" or Party means Fera and the Customer.

"Price" means those sums payable by the Customer to Fera as stated on the website https://www.fera.co.uk for the Supply of Goods and/or Services.

"Purchase Order" means the purchase order containing details relating to the supply of Goods and/or Services under the Agreement.

"Representatives" means in relation to the Parties, its employees, contractors, officers, representatives and professional advisers.

"Services" means the services and individual Test to be supplied by Fera to the Customer as further specified in the Agreement in which the Customer has ordered the Services and selected the Test from the website https://www.fera.co.uk.

"Technical Information" means and includes inventions, discoveries (and applications thereof), biological substances, organisms and materials (whether patentable or not), designs, drawings, techniques, processes, formulae, reports, specifications, practices, procedures, instructions, software and other technical information and data of any kind in whatever form.

"Terms and Conditions" means the Fera Standard Terms and Conditions for the Supply of Goods and Services.

"Test" means the individual element of Services being requested by the Customer by choosing and selecting and item from the website https://www.fera.co.uk.

"Working Day" means any day other than Saturday, Sunday and bank holidays in England.

"VAT" means UK value added tax.

1.2 References to any clauses, schedules, annexes or appendices are to clauses, schedules, annexes or appendices of this Agreement. All schedules, annexes, appendices, shall form part of a single Agreement.

1.3 Unless the context requires otherwise, references to the singular shall include references to the plural and vice versa.

1.4 References to any law shall be construed as references to all subordinate legislation made under that law (where "subordinate legislation" has the meaning given to it by section 21 of the Interpretation Act 1978) and to all such laws as amended, consolidated, re-enacted or replaced, or as their application is modified by other laws, whether before or after the date of this Agreement.

1.5 References to "written notice" shall mean a notice prepared and served in accordance with clause 25 (Notices).

1.6 The word "including", "Include", or similar expression shall be construed as illustrative and interpreted as meaning "including without limitation".

1.7 Headings in this Agreement are for ease of reference only and shall not affect the interpretation of any provision.

1.8 This Agreement applies to the exclusion of all other terms and conditions put forward by either party whether before or after the date of this Agreement and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter.

2. The Goods and Services

2.1 Fera agrees to provide the Goods and/or Services to the Customer in accordance with the Agreement.

2.2 In carrying out the Services Fera undertakes to the Customer that it shall use its reasonable endeavours to undertake the Services in accordance with good scientific practice and within the time period agreed between the Parties and at all times exercising reasonable skill and care.

2.3 Any timescales and/or, delivery dates as set out on the Fera web site https://www.fera.co.uk are provided as an estimate and indication only. Fera reserves the right to amend any delivery timescales at its sole discretion in order to for example only accommodate any fluctuations in demand for the delivery of Goods and/or Services, address any equipment maintenance requirements or breakdowns Fera will provide notified within two (2) Working Days if your requested order cannot be fulfilled within the time frame as we have initially specified. Further confirmation of the The delivery timescales will also be provided by Fera prior to the actual delivery of the Goods and/or Services.

2.4 Nothing in the Agreement implies that Fera will provide the Goods and/or Services or services of this type for the Customer exclusively.

2.5 All materials and items of equipment which are to be supplied by the Customer to Fera for the purpose of the Services shall be delivered, assembled, maintained, dismantled and collected upon termination or expiry of the Agreement or at Fera's request, at the Customer's cost and in accordance with the requirements of the Fera staff responsible for the Services.

2.6 Risk in any materials or items of equipment supplied by the Customer to Fera shall remain with the Customer at all times. All equipment and other accessories (except those owned and provided by the Customer) and all materials obtained by Fera and/or used for the purposes of the Services shall remain the property of Fera.

2.7 Any fees, charges, custom duties, excise duties, fines or penalties incurred as a result of materials or equipment supplied by the Customer to Fera not having the correct import licence documentation, where Fera has provided such import licence documentation for the import in question will be payable by the Customer. The Customer agrees to indemnify Fera against all fees, charges, custom duties, excise duties, fines or penalties paid by it on the Customer’s behalf under this Clause 2.6.

2.8 If the Services involve the Customer’s employees attending Fera’s premises, the Customer shall remain responsible for their salaries and other associated costs. The Customer will ensure that such employees are informed of the provisions of the Official Secrets Act and agree to abide by its provisions. The Customer will procure that such employees comply with all security, health and safety, and other relevant procedures whilst on Fera premises. Fera may at any time at its absolute discretion refuse to accept or continue to accept any particular employee of the Customer on its premises. Fera is under no obligation to allow the Customer's employees to witness the Services being carried out.

2.9 No order for the supply of Goods and/or Services is binding on Fera unless and until it has been accepted by Fera in writing.

2.10 Time shall not be of the essence in relation to the provision of the Goods and/or Services by Fera to the Customer.

2.11 Where the Customer is sending samples to Fera for testing, the Customer shall ensure that all import documentation is completed correctly and that packaging is adequate to ensure correct delivery to Fera. Fera reserves the right not to accept any deliveries which carry a custom charge and the Customer shall pay all the costs for Fera returning the samples. If Fera does accept the delivery of samples then any additional custom charges associated with that delivery shall be met by the Customer and Fera shall invoice the Customer separately to the payment of the Test as part of the Services Such invoice shall be paid in accordance with clause 14 before Fera will undertake and complete the delivery of the Services.

2.12 The Results of any work undertaken by Fera shall not be used in advertising or promoting any product or service for commercial exploitation by the Customer except with the prior approval of Fera and will subject to Fera policies as to advertising to promote commercial exploitation.

2.13 The Customer agrees to Disclaimer of Liability annexed to this Agreement.

Web Based Services

2.14 Any web based services offered by Fera are provided (in addition to these terms) subject to Fera's website terms and conditions of use at www.fera.gsi.gov.uk. In the event of any conflict between these terms and the website terms, these terms shall prevail.

2.15 A single user licence allows unlimited access in terms of time but the licence is personal to the user and multiple users require multiple licences. User IDs and passwords are to be considered Confidential Information and, for the avoidance of doubt, Clauses 12.2 and 12.3 apply in relation to the use and disclosure of any such passwords or IDs.

3. Goods

3.1 Delivery of the Goods shall be at the time and date and in the manner specified by Fera or as otherwise agreed with the Customer.

3.2 Time of delivery shall not be of the essence. Stated delivery times are an estimate only and, subject to the other provisions of the Agreement, Fera will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods nor will any delay entitle the Customer to terminate or rescind the Agreement.

3.3 If the Customer; refuses or fails to take delivery of the Goods within the Customer's normal working hours on the date of delivery, or if Fera is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations, Fera may store the Goods and the Customer shall in addition to the price payable pay all related costs and expenses (including without limitation, the costs for storage and insurance) and additional delivery costs incurred by Fera and if the Customer fails to take delivery of or to collect the Goods (as appropriate) after fourteen (14) days following the date of delivery, Fera may rescind the Agreement and sell the Goods to a third party if possible or recover damages.

3.4 It is the Customer's responsibility to ensure that all importing documentation and packaging for delivery of the Goods is completed correctly. Fera reserves the right not to accept any deliveries which carry a custom charge and the Customer shall pay all the costs for Fera returning the Goods. If Fera does accept the delivery of Goods then any additional custom charges associated with that delivery shall be met by the Customer and Fera shall invoice the Customer separately to the payment of the testing services.

3.5 Fera shall use its reasonable endeavours to comply with the reasonable requests made by the Customer to postpone delivery of the Goods but shall be under no obligation to do so.

3.6 If Goods are delivered in instalments, each delivery shall constitute a separate Agreement. Any failure by Fera to deliver or any claim by the Customer in respect of any one or more of the instalments in accordance with this Agreement shall not entitle the Customer to treat the Agreement as a whole as repudiated.

3.7 Fera reserve the right to change the batch of the Goods at any time and Goods may be delivered which originate from one or more different batches.

3.8 Fera reserves the right, at its sole option, to cancel or withhold the delivery of any Goods and/or Services, (whether in whole or in part):

3.8.1 until receipt of satisfactory credit reference in respect of any Customer; and/or

3.8.2 where the supply of such Goods and/or Services would exceed any credit limit which Fera may, in its absolute discretion, have granted to the Customer; or

3.8.3 the Customer is in breach of any of the terms of the Agreement.

3.9 Packaging supplied by Fera, unless otherwise expressly agreed in writing, is intended to provide adequate protection in normal conditions of transit of expected duration.

3.10 Due to the nature of the Goods to be supplied, the Customer shall be responsible for ensuring the Goods are kept in adequate storage conditions once delivered in accordance with this clause, including but not limited to protecting the Goods against the effects of humidity and temperature.

4. Goods - Risk and Title

4.1 Unless stated otherwise, risk in the Goods shall pass to the Customer (the Customer is then responsible for all loss or deterioration of the Goods or for any damage occurring) upon delivery in accordance with clause 3.

4.2 Title to the Goods shall remain with Fera until any and all sums due or payable by the Customer to Fera, under this Agreement or under any other contract between the Customer and Fera is made in full and cleared funds.

5. Goods - Defects Apparent on Inspection

5.1 The Customer shall only be entitled to claim in relation to defects in the Goods as supplied which are apparent on visual inspection if the Customer inspects the Goods and a written complaint specifying the defect is made to Fera within seven (7) days of delivery, and Fera is given an opportunity to inspect the Goods and investigate any complaint before any use of or alteration to or interference with the Goods.

5.2 If a complaint is not made to Fera in accordance with this clause 5, the Goods shall be deemed to be in all respects in accordance with the Agreement (subject only to clause 6) and the Customer shall be bound to pay the Price for such Goods.

6. Goods - Defects not Apparent on Inspection

6.1 The Customer shall only be entitled to claim in respect of defects in the Goods supplied which are not apparent on visual inspection at the time of delivery if:

6.1.1 a written complaint is sent to Fera as soon as reasonably practicable after the defect is discovered and subsequently no use is made of the Goods or alteration or interference made to or with the Goods before Fera is given the opportunity to inspect the Goods in accordance with clause 6.4 below; and

6.1.2 the complaint is sent within 30 days of the date of delivery of the Goods.

6.2 The Customer shall not be entitled to claim in respect of any defect arising by reason of fair wear and tear or damage due to accident, neglect or misuse, nor in respect of any Goods to which alterations have been made without Fera's consent.

6.3 Fera shall not be liable for (and the Customer shall indemnify and keep indemnified Fera against) any and all claims whatsoever arising from loss or damage suffered by reason of use of the Goods after the Customer becomes aware of any defect or after circumstances have occurred which should reasonably have indicated to the Customer the existence of a defect.

6.4 Fera may within fifteen (15) days of receiving a written complaint in accordance with clauses 5.1 or 6.1 (or twenty-eight (28) days where the Goods are situated outside the UK) inspect the Goods and the Customer if so required by Fera shall take all reasonable steps necessary to enable it to do so (including delivery of such Goods to Fera at Fera's request at the Customer's cost). For the avoidance of doubt, no Goods should be returned to Fera without Fera's prior consent.

7. Customer Goods - Defects

7.1 If the Goods delivered under this Agreement by the Customer are found by Fera to be defective Fera will following delivery (at Fera's request) of such defective Goods to Fera by the Customer, following return of the defective Goods to Fera, at its sole option, either:

7.1.1 supply satisfactory substitute Goods free of cost and within a reasonable time; or

7.1.2 repay the Price of the Goods in respect of which the complaint has been made.

8. Goods - Specifications

8.1 The Customer shall indemnify and keep indemnified Fera from and against any and all actions, claims, costs, liabilities and proceedings which arise due to the manufacture of the Goods by Fera being in accordance with specifications provided by the Customer if such specifications are inaccurate or contain defects or if they infringe or are alleged to infringe any patent, copyright, design right, registered design or any other third party intellectual property rights.

8.2 Fera does not guarantee suitability of materials or design of Goods made especially to the Customer's requirements even if the purpose for which the Goods are acquired is known to Fera.

8.3 All Goods must be used strictly in accordance with the instructions, recommendations and specifications (if any) of Fera.

8.4 Fera accepts no liability for any losses arising due to:

8.4.1 any use of the Goods which is not in accordance with any such instructions referred to in clause 8.3 above; or

8.4.2 any use of the Goods for a purpose which has not been specified by Fera.

8.5 Without prejudice to the generality of the foregoing, all recommendations and advice given by or on behalf of Fera as to the methods of storage or use of the Goods and the suitability of using such Goods in manufacturing processes or in conjunction with any other materials are given without liability on the part of Fera.

9. Order, Cancellation and Delivery of a Test

9.1 On receipt of an order for Services and payment of the Price for the selected Test, Fera shall use its reasonable endeavours to deliver the Services in accordance with the timescales as set out in clause 2.3.

9.2 The Customer may cancel the order for a Test within fourteen (14) days of placing the order. Cancellations should be sent by email to sales@fera.co.uk and i) the payment that is due shall be cancelled and ii) any payment made in advance shall be refunded within 14 days of receipt of the cancellation.

9.3 If the Customer cancels an order after 14 days of placing it an order and the delivery of the Services is due to take place in 30 days or more, 50% of the Price shall be paid by the Customer. If a Customer has paid in advance, Fera shall refund 50% of the Price. If the Customer cancels an order after 14 days and the Services are due to take place within the next 30 days, the full Price shall be paid by the Customer and/or no refund shall be issued.

9.4 In the event of Fera is not able to deliver the Services on the indicated timescales as set out in Schedule 2.3 due to any circumstances beyond its control the Customer may elect: -

9.4.1 a refund of the fee paid for the Test impacted; or

9.4.2 a credit equivalent to the same unit Price of the Test (at the value at the time the order for Services was placed) to be used within eighteen months of the delayed Test.

9.5 In default of any notification having been received by Fera of the option elected by the Customer before the expiry of one month after the end of calendar year in which the option arose, option (b) will be deemed to have been selected.

10. Warranties and Indemnities

10.1 The Customer shall provide Fera, in a timely manner, with all such information and materials as are necessary for Fera to carry out the Services and/or provide the Goods in accordance with this Agreement and the Customer warrants that all information provided by it or on its behalf to Fera will be accurate. The Customer further warrants that it will give Fera written notice of any hazards, known or suspected, by the Customer that might potentially arise in the use of such materials or information.

10.2 The Customer warrants that it has the necessary rights and is entitled to use or disclose for the purposes of the Services all Intellectual Property licenced by it to Fera for the purposes of carrying out the Services.

10.3 The Customer warrants that they shall not, without Fera's prior written consent, for one year following the termination or expiry of this Agreement solicit or entice away from Fera or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of Fera in the provision of the Services and/or Goods.

10.4 The Customer warrants that they have obtained all necessary licences, approvals, permits or authorities required in relation to the Goods and/or Services and the Customer accepts full responsibility and liability in respect of any failure to obtain such permissions.

11. Indemnity

11.1 The Customer shall indemnify and keep indemnified on a full and unqualified basis Fera against any and all actions, claims, demands, costs, charges and/or expenses arising out of any loss or damage incurred by the reason of any infringement or alleged infringement:-

11.1.1 by the Customer of any Intellectual Property right in relation to the Goods and/or Services; and

11.1.2 by Fera in relation to any Intellectual Property licenced by the Customer to Fera in relation to the Goods and/or Services.

11.2 In the circumstances in which Fera supplies Goods to the Customer for incorporation with, or use ancillary to, any composite or other products to be produced, manufactured, processed or supplied by the Customer or a third party then the Customer shall indemnify and keep indemnified Fera against any and all actions, claims, demands, liabilities, loss, damages, costs and expenses (including legal expenses and disbursements) which Fera may incur if any claim(s) are made against Fera, pursuant to the Consumer Protection Act 1987 or otherwise, relating to the composite or other products in circumstances in which the Goods supplied by Fera are either:

11.2.1 not the defective part of the composite or other product; or

11.2.2 are only rendered the defective part or became a defective product by reason of acts or omissions of the Customer or a third party; or

11.2.3 are only rendered the defective part or became a defective product by reason of instructions or warnings given by the Customer or other supplier of the composite or other products; or

11.2.4 are supplied in accordance with a specification furnished by, or on behalf of, the Customer.

11.3 For the purpose of clause 10.2 only, the word "defective" shall be interpreted in accordance with the definition of "defect" contained in Part 1 of the Consumer Protection Act 1987.

12. Liability and Insurance

12.1 Subject to the other provisions of this clause 11 (Liability and Insurance):

12.1.1 the maximum liability of the Customer to Fera in connection with this Agreement shall not exceed the greater of: (a) 300% (three hundred percent) of the Price paid or payable in the 12 (twelve) months preceding the date on which that liability arises; and (b) £500,000 (five hundred thousand pounds).

12.1.2 the maximum liability of Fera to the Customer in connection with this Agreement shall not exceed 100% (one hundred per cent)] of the Price paid or payable in the 12 (twelve) months preceding the date on which that liability arises;

12.2 The maximum liability of the Customer to Fera in connection with this Agreement shall not exceed £10,000,000 (ten million pounds) per claim for each claim arising from damage to or loss of tangible property.

12.3 Subject to the other provisions of this clause 11 (Liability and Insurance), neither party shall be liable to the other party for any consequential, indirect or special losses however arising in connection with this Agreement.

12.4 Nothing in this Agreement shall exclude or limit the liability of either party to the other party for:

12.4.1 death or personal injury caused by its negligence;

12.4.2 fraud or fraudulent misrepresentation; or

12.4.3 any matter for which it would be illegal to exclude or limit liability.

12.5 Nothing in this Agreement shall exclude or limit the liability of the Customer for, and the Customer shall indemnify Fera against all costs, damages, expenses, liabilities and losses (including all consequential, direct, indirect or special losses, loss of business, goodwill, profit, reputation and revenue, interest and legal costs calculated on a full indemnity basis) in connection with:

12.5.1 any breach of clauses 12 (Confidentiality and Data Protection), 17 (Intellectual Property), 14 (Modern Slavery , 15 (Anti-Bribery),) or

12.5.2 any claim made against Fera by a third party arising out of, or in connection with, the supply of the Services and/or Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Customer, its employees, agents or subcontractors; and

12.6 The Customer shall be liable to Fera for any claim made against Fera as a result of any tort committed by the Customer’s employees or agents whilst on Fera premises.

12.7 If Fera's performance of its obligations under this Agreement is prevented or delayed by any act of omission of the Customer, its agents, sub-contractors or employees, Fera shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

12.8 The Customer shall effect with a reputable insurance company a policy or policies of insurance covering all the matters which are the subject of the Customer’s indemnities, compensation obligations or liabilities to third parties in respect of the Goods and/or Services under the Agreement and in any event to provide cover of a minimum of £5,000,000 per claim and shall at the request of Fera produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium due thereunder.

13. Confidentiality and Data Protection

13.1 Each party shall in respect of any Confidential Information received by it under this Agreement:

13.1.1 only use such Confidential Information for the purposes of this Agreement (the "Permitted Purpose");

13.1.2 treat such Confidential Information as confidential and not at any time for any reason disclose or permit it to be disclosed to any person other than in accordance with the terms of this Agreement; and

13.1.3 exercise no lesser security measures and degree of care than those it applies to its own Confidential Information and in any event will exercise a reasonable and appropriate degree of care and protection in accordance with good industry practice.

13.2 Each party agrees that damages would not be an adequate remedy for any breach of this clause 12 (Confidentiality). Without prejudice to any other remedies the remedies of injunction, specific performance and other equitable relief shall be available in connection with any actual or threatened breach of this clause 10 (Confidentiality) and no proof of special damages shall be necessary.

13.3 The provisions of clause 12.1 (Confidentiality) shall not apply to information which:

13.3.1 is at the time of receipt (or which subsequently becomes) available to the public other than through a breach of this Agreement;

13.3.2 is lawfully disclosed to either party by a third party without restriction on its use or disclosure;

13.3.3 is independently developed by either party;

13.3.4 is in the possession of or known by the party receiving the Confidential Information prior to its receipt from the other party; or

13.3.5 is disclosed by either party to the extent necessary to comply with law, provided that each party shall give the other party written notice not less than 2 (two) Working Days in advance of such disclosure where it is permitted by law to do so.

13.4 Fera may disclose the Customer’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose and/or to a Client, where such disclosure is necessary in order or Fera to comply with its obligations under the relevant Client contract), provided that:

13.4.1 it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

13.4.2 it procures that such Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this Agreement,

and at all times, it is liable for the failure of any Representative to comply with the obligations set out in this clause 12 (Confidentiality).

13.5 To the extent that Fera get access to any personal data from the Customer or during the provision of the Services (where personal data is defined in the Data Protection Act 1998) the Customer agrees that Fera act as a data processor (as defined in the Data Protection Act 1998) for such personal data. The Customer authorises Fera to appoint sub-contractors as further data processors on their behalf provided that such further data processors are engaged on terms providing no less protection than those set out in this clause.

13.6 Fera will process such personal data only in accordance with this Agreement and the Customer's reasonable instructions and will take steps to ensure the reliability of those of Fera's employees who are used to process such personal data.

13.7 Fera warrant that they have appropriate technical and organisational processes and procedures in place to safeguard against any unauthorised or unlawful processing and against accidental loss or destruction of or damage to such personal data.

14. Invoicing and Payment Terms

14.1 The Customer shall pay the Price within 30 days of receipt of a valid VAT invoice. Payment shall be made in £ sterling. All cheques, drafts or other payment instructions should be drawn on a bank trading in the UK.

14.2 Unless otherwise agreed by Fera the Prices are firm, fixed and inclusive of all delivery, expenses, foreign currency fluctuation, inflation, loading and unloading costs and any other costs directly or indirectly incurred in connection with the performance of Fera’s obligations.

14.3 The Price payable in connection with this Agreement is exclusive of value added tax (and any replacement or similar tax from time to time) which shall be paid at the rate and in the manner required by law.

14.4 If any sum which the Customer alleges to be payable to Fera in accordance with this Agreement is subject to a dispute then Fera shall be entitled to withhold the delivery of Goods and/or Services until the dispute is resolved in accordance with clause 26 (Dispute Resolution).

14.5 Payment of any sum by the Customer shall deem to be acceptance or an acknowledgement that Fera has delivered the Goods and/or Services in accordance with this Agreement.

14.6 Where any undisputed sum due in accordance with this Agreement remains unpaid for more than 30 (thirty) days after it was due, then provided that the party claiming such sum has served written notice on the other party specifying the sum due and allowing a further 30 (thirty) days for payment, simple interest on the overdue amount may be charged at 4% (four percent) per annum above the base rate of the Bank of England from time to time. The parties agree that such interest is a substantial remedy (where "substantial remedy" has the meaning given to it by section 9 of the Late Payment of Commercial Debts (Interest) Act 1998).

14.7 All bank charges associated with payments made by the Customer for the Goods and/or Services (such as, by way of example only, charges levied on payments from overseas) shall be payable by the Customer.

14.8 Time shall be of the essence in relation to payments by the Customer to Fera under the Agreement.

15. Modern Slavery

15.1 The Customer shall perform its obligations under this Agreement in compliance with (and shall ensure that its sub-contractors comply with):

15.1.1 The Modern Slavery Act 2015; and

15.1.2 The Capita plc Prevention of Modern Slavery Policy (as amended from time to time) and available upon request.

15.2 The Customer agrees to notify Fera and confirm the same promptly in writing immediately upon discovering any breach or potential breach of this clause 14 or any actual or suspected slavery or human trafficking in its supply chains.

16. Anti-Bribery’s

16.1 The parties shall not, and each party shall ensure that its Staff shall not, Induce, do or agree to do any other act, failure to act or thing in connection with this Agreement or any other agreement between any member of the Fera and Customer (including the performance or award of any such agreement), that contravenes any law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including:

16.1.1 The Bribery Act 2010, Companies Act 2006, Fraud Act 2006, Proceeds of Crime Act 2002 and Theft Act 1968;

16.1.2 In the case of a Public Official, any law applicable to the Public Official in their capacity as such; and

16.1.3 The principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions signed in Paris on 17 December 1997, which entered into force on 15 February 1999, and the commentaries to it from time to time.

16.2 The Customer undertakes, warrants and represents that it shall maintain guidelines, policies, and procedures that are applicable to the Customer and Customer Staff and are designed and intended to prevent them doing or failing to do any act or thing that contravenes any law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including a gifts and entertainment policy requiring such persons not to accept, agree, authorise, give, offer, promise, request or undertake any Inducement (or to agree to do any of the same things).

16.3 The Customer agrees to notify Fera and confirm the same promptly in writing immediately upon discovering any instance where it has, or any of the Customer or Customer Staff have, failed to comply with any provisions of this clause 15 (Anti-Bribery).

16.4 Each party agrees to notify the other as soon as reasonably practicable upon becoming aware of any extortive solicitation, demand or other request for anything of value, by or on behalf of any person (including any Public Official) relating to this Agreement or its subject matter.

16.5 Upon reasonable request by Fera from time to time the parties shall meet to discuss, agree and document any additions or amendments to this Agreement that Fera considers appropriate or necessary to comply with the requirements of, and implement appropriate checks, controls, processes and procedures in relation to, the Bribery Act 2010 or any other law relating to anti-bribery and corruption or anti-money laundering.

16.5.1 The Customer shall promptly notify Fera in writing of such request; and

16.5.2 If Fera considers that the regulatory authority may be acting outside the scope of its lawful authority in making such request, Fera shall notify the Customer of the same and the parties shall promptly discuss and agree (acting reasonably) the relevant response to that regulatory authority, provided that if Fera wishes the Customer to cooperate with the request notwithstanding any considerations as to the scope of the regulatory authority’s lawful authority, the Customer shall comply with all instructions of Fera in relation to such request (subject always to the provisions of this Agreement).

17. Publication

The Results of the Services may be freely published by the Customer, but the Customer will not make any reference to Fera without obtaining prior approval in writing of Fera, which approval shall not be unreasonably withheld.

18. Intellectual Property Rights

18.1 Subject to any third party rights other than those created by virtue of the Agreement, to the extent that the provision of the Goods and/or Services results in the creation of any Foreground IPR such Foreground IPR shall vest unconditionally and with full title guarantee in Fera. The Customer shall ensure that its staff, agents or subcontractors or do not assert any moral rights in such Foreground IPR (where "moral rights" means those rights set out in Chapter IV of the Copyright, Designs and Patents Act 1988).

18.2 Fera shall grant to the Customer a non-exclusive licence to use the Foreground IPR for the purposes of the Customer to the extent necessary in the direct field of application for which the Goods and/or Services were carried out. The exact terms of any licence will be agreed through good faith negotiations between Fera and the Customer.

18.3 The Customer grants to Fera a royalty free, non-exclusive licence for the term of the Agreement to use any Intellectual Property supplied by them to Fera for the purposes of carrying out the Services and/or supplying the Goods.

18.4 Ownership or title to any Background IPR including any modifications and/or improvements that are made to the Background IPR as a result of this Agreement shall not be affected by these Terms and Conditions or by the Agreement.

19. Force Majeure

19.1 Neither party shall be liable to the other for any delay, non-performance or loss caused by Force Majeure, subject always to that party:

19.1.1 Promptly giving written notice to the other of the details of any Force Majeure event, including an estimate of its duration, the extent to which its delivery of this Agreement is likely to be affected and any mitigating action being taken;

19.1.2 Taking all reasonable steps to minimise the effects of the Force Majeure event and to resume full delivery of this Agreement as soon as reasonably possible;

19.1.3 Facilitating any efforts that the other party makes to obtain alternative goods or services;

19.1.4 Using all reasonable endeavours to continue to deliver or resume delivery of this Agreement for the duration of that Force Majeure event; and

19.1.5 Fera shall therefore be under no liability for any failure to perform any of its obligations under the Agreement if and to the extent that the failure is caused by a Force Majeure.

20. Termination

20.1 The Agreement may be terminated by Fera on giving one (1) months written notice.

20.2 Fera may terminate this Agreement immediately by written notice if the Customer:

20.2.1 enters into liquidation or receivership;

20.2.2 suffers the appointment of an administrator, administrative receive, manager or provisional liquidator (or similar officer to any of the foregoing in the relevant jurisdiction) over the whole of or a substantial part of the relevant party’s assets or undertakings.; or

20.2.3 is deemed unable to pay its debts (within the meaning given by section 123 of the Insolvency Act 1986);

20.2.4 is impacted by a Force Majeure event that has prevailed for more than 30 (thirty) Working Days;

20.2.5 is not a company or limited liability partnership incorporated in England and Wales and an event substantially equivalent to those described in clauses 19.2.1, 19.2.2 or 19.2.3 (Termination) occurs, or in the case of a partnership occurs to any partner;

20.2.6 undergoes a change of control (where "control" has the meaning given to it by section 1124 of the Corporation Tax Act 2010);

20.2.7 is assigned a credit score (as measured by Creditsafe Business Solutions Limited or another independent third party selected by Fera) of less than 40 (forty); and

20.2.8 breaches any provision of clause 14 (Modern Slavery); or clause 15 (Anti-Bribery).

20.3 Either party may terminate the Agreement immediately by written notice given to the other where:

20.3.1 that other party commits a breach of the Agreement which the party serving the notice reasonably considers is not capable of remedy; or

20.3.2 that other party has continued in any breach of the Agreement for more than 30 days after being warned in writing of such breach.

20.4 If the Customer does not make payments in accordance with clause 13 above Fera reserves the right to cease the supply of Goods and/or Services and/or withhold the results of the Services and, if it thinks fit, to terminate the Agreement immediately by written notice given to the Customer.

21. Effect of termination

21.1 Termination of the Agreement shall not affect any obligation or liability of any Party which has accrued at the date of termination.

21.2 Except for clauses 8, 9, 10, 11, 12, 13, 14, 15, 16, 20, 24, 26, 27, 28 and except in respect of any other accrued rights, neither party shall be under any further obligation to the other.

21.3 Fera may, during the term of the Agreement and upon termination of the Agreement, set off against any debt owed by the Customer to Fera, or the amount of loss and/or damage Fera have reasonably assessed as resulting from the termination of the Agreement, any sums otherwise due to the Customer.

22. Assignment and sub-contracting

22.1 The Customer shall not assign or sub-contract the Agreement or any part of it without the prior consent of Fera in writing, such consent not to be unreasonably withheld.

22.2 Fera may at any time, on reasonable notice in writing to the Customer, transfer or assign all or any rights and/or obligations under the Agreement.

22.3 Fera shall be free to subcontract or otherwise deal with the whole or any part of the Goods and/or Services.

23. Waiver, variation and representations

23.1 No amendment or variation of this Agreement shall be effective unless it is in writing and signed by a duly authorised representative of each of the parties. No purported variation by any other means shall bind Fera. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

23.2 A failure or delay by Fera to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

23.3 A failure or delay by Fera to exercise a waiver of any breach of the Customer's obligations shall not constitute a waiver of any other prior or subsequent breach.

23.4 The Customer acknowledges that it has entered into this Agreement in reliance on its own due diligence, has made enquiries to satisfy itself as to the accuracy and adequacy of the information provided by Fera and has had the opportunity to raise all relevant questions with Fera prior to entering into this Agreement. No statement in any publication issued by Fera constitutes a term of the Agreement, nor a representation in reliance upon which the Agreement has been entered into.

24. Legal Relationship

24.1 Nothing in the Agreement shall be construed so as to create a partnership or joint venture between the parties or have the effect of making any employee of the Customer a servant of Fera or of making any official of Fera an employee or servant of the Customer.

24.2 Neither of the Parties shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other's behalf.

25. Severability

If a provision of this Agreement is found to be unenforceable by a court that provision shall be deemed to be amended to the minimum extent necessary to make it enforceable. The unenforceability of a provision of this Agreement shall not affect its continuance in force or any of its other provisions.

26. Notices

26.1 Any written notice required to be given in connection with this Agreement shall:

26.1.1 Be sent by electronic mail to the Nominated Representative of the other party to the email address specified above;

26.1.2 Be deemed to have been received on the day the electronic mail is sent in accordance with clause 25.1.1 (Notices) that day is a Working Day, or on the next Working Day.

26.2 Written notices required to be given in connection with this Agreement may only be given by:

26.2.1 A director duly authorised to do so by that party (or a substantially equivalent senior manager if the Customer does not have directors);

26.2.2 In the case of Fera, its Finance Director; or

26.2.3 The Nominated Representative of that party, but only in respect of a written notice relating to Acceptance.

27. Dispute resolution

27.1 Fera and the Customer shall in good faith attempt to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement.

27.2 If any such dispute cannot be resolved in accordance with condition 26.1, the dispute may, by agreement between Fera and the Customer, be referred to mediation in accordance with condition 26.3.

27.3 The procedure for any such mediation shall be as follows:

27.3.1 A neutral person ("the Mediator") shall be chosen by agreement between Fera and the Customer, alternatively, either party may within 14 days from the date of the proposal to appoint a mediator, or within 14 days of notice to either party that the chosen mediator is unable or unwilling to act, apply to the Centre for Dispute Resolution ("CEDR") to appoint a mediator.

27.3.2 Fera and the Customer shall within 14 days of the appointment of the Mediator meet with him or her to agree a timetable for the exchange of all relevant and necessary information and the procedure to be adopted for the mediation. If appropriate, Fera and the Customer may at any stage seek from CEDR guidance on a suitable procedure.

27.3.3 Unless otherwise agreed, all negotiations and proceedings in the mediation connected with the dispute shall be conducted in strict confidence and shall be without prejudice to the rights of the Parties in any future proceedings.

27.3.4 If Fera and the Customer reach agreement on the resolution of the dispute, that agreement shall be set out in writing and shall be binding upon Fera and the Customer.

27.3.5 Failing agreement, either Fera or the Customer may invite the Mediator to provide a non-binding but informative opinion in writing. Such opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the dispute without the prior written consent of Fera and the Customer.

27.4 For a period of sixty days from the date of the appointment of the Mediator, or such other period as Fera and the Customer may agree, neither of the Parties to the dispute may commence any proceedings in relation to the matters referred to the Mediator.

28. Third Party Rights

A person who is not a party to the Agreement (a "third party") shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce any of these conditions. Any right or remedy of a third party which exists or is available apart from the Act is not affected.

29. Non-Solicitation

29.1 For the term of this Agreement and 12 (twelve) months after neither party shall approach any Staff of the other party with a view to engaging that person as an agent, contractor or employee either in its own right or on behalf of a third party.

29.2 Nothing in this Agreement shall limit the right of either party to employ any person who has approached it in response to any public advertisement.

30. Jurisdiction and governing law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection to it shall be construed in accordance with the law of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.

Annex 1

Disclaimer of liability

Fera hereby excludes all liability for any claim, loss, demands or damages of any kind whatsoever (whether such claims, loss, demands or damages were foreseeable, known or otherwise) arising out of or in connection with the preparation of any technical or scientific report , including without limitation, indirect or consequential loss or damage; loss of actual or anticipated profits (including loss of profits on contracts); loss of revenue; loss of business; loss of opportunity; loss of anticipated savings; loss of goodwill; loss of reputation; loss of damage to or corruption of data; loss of use of money or otherwise, and whether or not advised of the possibility of such claim, loss demand or damages and whether arising in tort (including negligence), contract or otherwise. This statement does not affect your statutory rights. Nothing in this disclaimer excludes or limits Fera’s ’s liability for: (a) death or personal injury caused by Fera’s negligence (or that of its employees, agents or directors); or (b) the tort of deceit; [or (c) any breach of the obligations implied by Sale of Goods Act 1979 or Supply of Goods and Services Act 1982 (including those relating to the title, fitness for purpose and satisfactory quality of goods);] or (d) any liability which may not be limited or excluded by law (e) fraud or fraudulent misrepresentation. The parties agree that any matters are governed by English law and irrevocably submit to the non-exclusive jurisdiction of the English courts.