Facilities Hire Terms

1. Interpretation

1.1 Definitions:

“Agreement” means the agreement between the Catapult and the Customer for the hire of the Facility constituted by the Catapult’s countersignature or written acceptance of the Purchase Order (or, if earlier, provision of the Services) and includes these Conditions, the Quotation and any schedules, annexures, enclosures and attachments;

“Breakdown” means any failure or stoppage in the proper mechanical functions of Equipment;

“Catapult” means Satellite Application Catapult Limited, a limited company incorporated and registered in England and Wales with company number 07964746 whose registered office is at Electron Building, Fermi Avenue, Harwell, Didcot, Oxfordshire, England OX11 0QR, supplier of the Facility to the Customer;

“Confidential Information” means any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, services, affairs and finances of a Party, for the time being confidential to that Party and trade secrets, including (by way of illustration only and without limitation) technical data and know-how relating to the business of a Party or any of its business contacts, project plans, records of planned and actual expenditure, details of projects and experiments, proposals, applications and prospectuses, graphs, charts, presentations and documents, company financial information, details of intellectual properties (whether registered or unregistered) and applications for them, technical summaries, reports, details of organisations and their business processes, names and other contact details of individuals and organisations, and any information which a Party or the Personnel is told is confidential and information treated as confidential by either Party and any information which has been given to a Party, in confidence, by customers, suppliers or other persons;

“Conditions” means these terms and conditions as amended from time to time;

“Consumable” means any item or matter which is required for the proper use or functioning of the Facility;

“Control” means as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly;

“Customer” means the person or firm who hires the Facility from the Catapult and named in the Quotation;

“Data Protection Legislation” means the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 (when applicable), and all laws and Regulations applicable to the processing of Personal Data under or in relation to the Agreement from time to time;

“Equipment” means any equipment forming all or part of the Facility;

“Facility” means the Equipment, laboratory, meeting room, office, hot desk, catering services, computer services and/or any other matter listed in the Quotation;

“Hire Fees” means the fees payable by the Customer for the Facility hire as set out in the Quotation;

“Hire Period” means the period of hire of the Facility by the Customer as set out in the Quotation;

“Insurance Cover” means the insurance cover referred to in clause 5 and of the value set out in the Quotation;

“Parties” means the Catapult and the Customer and “Party” shall be construed accordingly;

“Personal Data”, “Data Subject”, “Controller”, “Processor” and “Process” means shall be interpreted in accordance with applicable Data Protection Legislation;

“Personal Data Breach” means a breach of security leading to the destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data;

“Purchase Order” means the Quotation, the Purchase Order form or other agreement, the award letter or the email (as the case may be) issued by the Customer to the Catapult for the hire of the Facility, in all cases subject to these Conditions;

“Regulations” any subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, bye-law, regulation, order, mandatory guidance or code of practice, judgment of a court of law, or requirement of any regulatory body, whether in the UK or elsewhere;

“Quotation” means the application and/or particulars of the Facility hire signed by both Parties which refers or is annexed to these Conditions and which forms part of this Agreement.

1.2 In these Conditions:-

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic mail, facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees;

1.2.4 any reference to a person includes any body corporate, unincorporated association, partnership or any other legal entity;

1.2.5 words importing the singular number include the plural and vice versa;

1.2.6 words importing any gender include any other gender; and

1.2.7 headings are for convenience only and shall not affect its interpretation.

2. Basis of Agreement

2.1 The Purchase Order constitutes an offer by the Customer to hire the Facility in accordance with these Conditions.

2.2 The Purchase Order shall only be deemed to be accepted when the Catapult issues written acceptance of the Purchase Order (or, if earlier, when Hire Period begins in accordance with the Conditions) at which point and on which date the Agreement shall come into existence.

2.3 Unless expressly stated otherwise, samples, drawings, descriptive matter or advertising issued by the Catapult, do not form part of the Agreement or have any contractual force.

2.4 These Conditions apply to the Agreement to the exclusion of any other terms that the Agreement seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Hire Period

3.1 The Hire Period shall terminate without the need for additional notice on the expiry of the Hire Period as specified in the Quotation.

3.2 The Hire Period may be extended in writing and signed by both Parties.

3.3 Where the Agreement is terminated in accordance with clause 10, the Hire Period shall not be deemed to have ended until any Equipment has been returned to the Catapult or any laboratory, meeting room, office or hot desk forming all or part of the Facility has been vacated by the Customer and all Customer’s property removed.

4. Title and Risk

4.1 The Facility and the Equipment shall at all times remain the property of the Catapult, and the Customer shall have no right, title or interest in or to the Facility and/or Equipment (save the right to possession and use of the Facility and/or Equipment subject to the terms and conditions of the Agreement).

4.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer upon it leaving the physical possession of the Catapult. The Equipment shall remain at the sole risk of the Customer during the Hire Period and any further term during which the Equipment is in the possession, custody or control of the Customer until such time as the Equipment is repossessed to the Catapult.

5. Insurance Cover

5.1 Where the Customer’s hire or use of equipment entails removal from Catapult property, the Customer shall be responsible for arranging insurance cover, on a full replacement basis, in respect of the equipment against the risks of loss, theft and damage, including but not limited to damage beyond economic repair. The proceeds of any claim in respect of such insurance shall be held by the Customer on trust for the Catapult. Upon the request of the Catapult the Customer shall provide the Catapult immediately with written evidence of such insurance.

5.2 Where the Customer’s hire or use of equipment entails the Customer operating the same at Catapult premises but un-supervised by Catapult employees, the Customer shall be responsible for arranging insurance cover, on a full replacement basis, in respect of the equipment against the risks of damage due to the Customer’s mis-use, including but not limited to damage beyond economic repair. The proceeds of any claim in respect of such insurance shall be held by the Customer on trust for the Catapult. Upon the request of the Catapult the Customer shall provide the Catapult immediately with written evidence of such insurance Cover.

5.3 If the Customer fails to effect or maintain any of the Insurance Cover required under this Agreement, the Catapult shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.

5.4 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Catapult and proof of premium payment to the Catapult to confirm the insurance arrangements.

5.5 Where the Customer’s hire or use of equipment or facilities is at Catapult premises, the Customer will provide evidence of Public Liability insurance to at a minimum of £5m and Employer’s Liability insurance to a minimum of £10m. If the Customer is unable to meet the minimum insurance requirements as set out in this the Customer must inform Catapult before use of any equipment or facility.

6. Training

6.1 The Catapult agrees to provide reasonable training and instruction in the correct use and/or operation of the Facility to the Customer. The Catapult will use reasonable endeavours to deliver such training on the first day of the Hire Period or as otherwise agreed in writing by the Parties. The Customer agrees not to use the Facility in any way other than directed by the Catapult.

7. Customer’s Obligations

7.1 The Customer shall pay the Hire Fees strictly in accordance with the payment terms set out in the Quotation.

7.2 The Customer agrees, during the Hire Period and thereafter until the Facility is returned to the Catapult or vacated in accordance with clause 3.3, that it shall:

7.2.1 keep the Facility in its possession and control on the Catapult’s premises or, if moveable Equipment, on such other premises as agreed to in writing in advance by the Catapult, and ensure that it is secure against loss, damage and theft;

7.2.2 use the Facility in a proper, safe and prudent manner, and in accordance with any instructions issued for it by the Catapult and for the purpose for which it was designed, and ensure that the Facility is operated with all due care and attention and, in the case of Equipment or laboratories, used by properly skilled and trained personnel in accordance with the Catapult’s relevant instructions;

7.2.3 keep the Facility in the condition which it was in at the beginning of the Hire Period, and, if appropriate, in good working order, fair wear and tear excepted in both cases;

7.2.4 pay the Hire Fees in the amount and on the terms set out in the Quotation;

7.2.5 not hold itself out as owner of the Facility, nor shall it, charge, encumber, sell, let, lease, hire or otherwise dispose of, part with, or abandon the Facility, nor shall it permit or suffer the creation of any lien or distress over the Facility;

7.2.6 not assign or transfer any of its rights or obligations under the Agreement;

7.2.7 ensure that any identification marks, labels or signs on or fixed to the Facility are not removed, defaced, amended, obscured or otherwise subjected to interference, including those which identify the Facility as belonging to the Catapult;

7.2.8 permit the Catapult, its employees and agents access to the Facility for the purpose of inspecting, and if appropriate, repairing, servicing and replacing any part of the Facility;

7.2.9 not, without the previous written consent of the Catapult, attach or affix any Equipment to any land or premises so as to cause it to become a permanent or immovable fixture on such land or premises;

7.2.10 where any Equipment is attached or affixed to land or premises in accordance with clause 7.2.9, ensure that such Equipment shall be capable of being removed without material injury to such land or building or the Equipment and shall take all necessary steps to prevent title to such Equipment from passing to the owner or landlord of such land or building;

7.2.11 repair and make good at the Catapult’s convenience, any damage to any part of the Facility howsoever caused including, without limitation, that caused by the affixation of any Equipment to or its removal from any land or building (whether such affixation or removal is effected by the Catapult or the Customer) and to indemnify the Catapult against all loss, damage or liability it may incur or sustain as a result of such affixation or removal;

7.2.12 ensure that the Facility is returned to the Catapult or vacated in the same condition that it was in at the beginning of the Hire Period (fair wear and tear excepted); and

7.2.13 ensure that use of the Facility by the Customer complies with the Catapult’s Health and Safety policies issued from time to time, the Catapult’s CEMS Acceptable Use policy and other Catapult policies notified to the Customer from time to time and any relevant Regulations, including any applicable licensing requirements.

7.3 The Customer acknowledges that the Catapult shall not be responsible for any loss of or damage to the Facility and/or Equipment arising out of or in connection with any negligence, misuse, mishandling of the Facility and/or Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify the Catapult on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the terms of this Agreement.

7.4 It is the responsibility of the Customer to conduct due diligence on any subcontractors or any third parties that the Customer is engaging with to ensure compliance with applicable laws and regulations. The Customer must ensure that these parties are not listed on any government-controlled lists, including but not limited to lists of countries or individuals deemed as posing a security risk or engaged in illegal activities. The specific names and details of these controlled lists may vary by jurisdiction, and it is the Customer’s responsibility to identify and reference the relevant lists applicable to their business operations.

8. Catapult’s Obligations

8.1 The Catapult shall make the Facility available to the Customer during the Hire Period in accordance with the Agreement.

8.2 The Catapult agrees during the Hire Period and thereafter until the Facility is returned to it or vacated by the Customer that it shall:

8.2.1 provide training in accordance with clause 6; and

8.2.2 test the Facility in accordance with any relevant statutory requirement.

9. Breakdown, Damage and Repair

9.1 In the event that the Equipment suffers a Breakdown the Customer must immediately stop use of the Equipment and disconnect the Equipment from the Consumable (where appropriate).

9.2 The Customer must immediately inform the Catapult of any Equipment Breakdown or damage to the Facility.

9.3 The Customer must not undertake or permit any repair work on the Equipment or the Facility without the express written permission of the Catapult.

9.4 Subject to any express agreement to the contrary, all repair work to the Equipment or the Facility shall be carried out by the Catapult or its employees or agents, and shall be carried out at the earliest mutually convenient opportunity.

9.5 Where the Equipment Breakdown or damage to the Facility is caused by the negligence of or misuse by the Customer, the cost of repair or replacement of the Equipment or repair of the Facility shall be borne by the Customer.

9.6 Where the Equipment Breakdown or damage to the Facility is caused by fair wear and tear or by a fault in the Equipment the cost of repair shall be borne by the Catapult. The Catapult shall use reasonable endeavours to rectify and repair any such Equipment Breakdown or damage but shall not be liable for any losses (direct, indirect, consequential or otherwise) of the Customer howsoever arising.

10. Termination

10.1 Without limiting its other rights or remedies, either party may terminate the Agreement by giving the other party one month (or, if the Agreement is less than three months in duration, at least ten Business Days) written notice.

10.2 Without limiting its other rights or remedies, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if:

10.2.1 the other Party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within thirty days of that party being notified in writing to do so;

10.2.2 the other Party repeatedly breaches any of the terms and conditions of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with its having the intention or ability to give effect to the terms and conditions of the Agreement;

10.2.3 the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.2.4 the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

10.2.5 the other Party’s financial position deteriorates to such an extent that in the terminating Party’s opinion the other Party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

10.3 Without limiting its other rights or remedies, the Catapult may terminate the Agreement with immediate effect and without compensation to the Customer by giving written notice to the Customer if:

10.3.1 the Customer’s use of the Facility constitutes, in the reasonable opinion of the Catapult, a breach or possible breach of security of any kind whatsoever; or

10.3.2 the Customer shall do or allow to be done any act or thing that may reasonably be expected to prejudice or endanger the Facility or the Catapult’s property or rights in it; or

10.3.3 if the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than thirty days after being notified in writing to make such payment; or

10.3.4 fails to comply with applicable law or Regulations; or

10.3.5 there is a change of Control of the Customer.

10.4 Upon termination of the Agreement the Customer shall forthwith return the Equipment to the Catapult and remove all its property from and vacate any laboratory, meeting room, office or hot desk forming all or part of the Facility.

10.5 At any time after termination of the Agreement, the Catapult shall be entitled to enter premises to remove the Equipment to which the Customer had moved it in accordance with clause 7.2.1, and this clause 10 shall continue in effect notwithstanding termination of the Agreement.

11. Liability

11.1 The Catapult does not hire the Facility with any representation concerning the condition, performance or quality of the Facility or with or subject to any term, condition or warranty express or to be implied by statute, common law or otherwise and all such representations, conditions, warranties whether relating to the capacity, age, satisfactory quality, description, condition of use of the Facility or to the suitability or fitness of the Facility for a particular or any purpose are expressly excluded and/or waived by the Customer.

11.2 In the event that the Catapult is found to be liable in respect of any loss or damage to the Customer or the Customer’s property, it is agreed that the liability of the Catapult shall be limited to a sum equal to the Hire Fees.

11.3 The Catapult shall not be liable in contract, tort or otherwise (including any liability for negligence) for any loss of revenue, business, contracts, anticipated savings or profits, or any loss of use of facilities or any special indirect or consequential loss howsoever arising.

11.4 Nothing in these Conditions shall exclude or limit the liability of the Catapult for death or personal injury caused as a result of the Catapult’s negligence, breach of contract or otherwise.

12. Indemnity

12.1 The Customer shall indemnify and hold harmless the Catapult against all liabilities, damages, losses, costs and other expenses in relation to any claims or actions brought against it by any third party for any injury or loss to person or property (including personal injury and death) caused by or in connection to, or arising out of the Customer’s use of the Facility during the Hire Period.

13. Confidential Information

13.1 The Parties shall not, either during the Hire Period or at any time after the termination of this Agreement:

13.1.1 divulge or communicate to any person, company, business entity or other organisation;

13.1.2 use for their own purposes or for any purpose other than the hire of the Facility; or

13.1.3 through any failure to exercise due care and diligence cause any unauthorised disclosure of any Confidential Information relating to the other.

13.2 These restrictions shall cease to apply to any information which becomes available to the public generally, otherwise than through the default of a Party; which is already lawfully in the possession of the receiving Party, prior to its disclosure by the disclosing Party, and the disclosing Party is not under any obligation of confidence in respect of that information; or where the disclosing Party has given prior written consent that the information may no longer be considered confidential; or where the Confidential Information is otherwise required to be disclosed by law (in which case, where legal to do so, the disclosing Party shall give the owning Party as much notice as possible to the disclosure of the Confidential Information).

14. Compliance

14.1 Each Party shall perform its obligations under the Agreement in accordance with all applicable laws and Regulations and take all reasonable steps to secure the observance of this clause by its staff, contractors and advisors.

14.2 Breach of this clause 14 shall be deemed a material breach under clause 10.2.1.

15. Anti-slavery and Human Trafficking

15.1 In performing its obligations under the Agreement, each Party shall:

15.1.1 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force (Anti-Slavery Laws) including but not limited to the Modern Slavery Act 2015;

15.1.2 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out in England and Wales;

15.1.3 include in contracts with its subcontractors anti-slavery and human trafficking provisions that are at least as onerous as those set out in this clause 15.

15.2 Breach of this clause 15 shall be deemed a material breach under clause 10.2.1.

16. Prevention of Bribery and Corruption

16.1 Each Party shall not offer, give, or agree to give anything, to any person an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Agreement or for showing or refraining from showing favour or disfavour to any person in relation to the Agreement.

16.2 Each Party shall take all reasonable steps, in accordance with good industry practice, to prevent fraud by its staff (including its shareholders, members and directors) in connection with the Agreement and shall notify the other party immediately if it has reason to suspect that any fraud has occurred or is occurring or is likely to occur.

16.3 If either Party or its staff engages in conduct prohibited by clause 16.1 or commits fraud in relation to the Agreement the other party may terminate the Agreement and recover from the other party the amount of any loss suffered by the party resulting from the termination.

17. Data Protection

17.1 The Parties shall comply with their respective obligations and all applicable requirements of the Data Protection Legislation when processing any Personal Data in connection with the Agreement.

17.2 The Parties will ensure that they have all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data for the duration and purposes of the Agreement.

17.3 Each Party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected.

17.4 The Parties shall not transfer any Personal Data outside of the United Kingdom unless the prior written consent of the other Party has been obtained and any reasonable conditions imposed by the other party in relation to the transfer are fulfilled.

17.5 Each Party shall assist the other party in responding to any request from a Data Subject and in ensuring its compliance with obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.

17.6 The Customer shall maintain complete and keep accurate records and information to demonstrate its compliance with this clause 17 and allow for audits by the Catapult and at the written direction of the Catapult, delete or return Personal Data and copies thereof to the Catapult on termination or expiry of the Agreement unless required by the applicable Regulations to store the Personal Data.

17.7 The provisions of this clause shall apply during the continuance of the Agreement and indefinitely after its expiry or termination.

18. Nature of the Agreement

18.1 The Customer may not assign, mortgage, or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the Catapult.

18.2 Nothing in the Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the Parties.

18.3 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of both Parties.

18.4 Each Party acknowledges that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

18.5 No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

18.6 If any provision of the Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

19. Force Majeure

19.1 For the purposes of the Agreement “Force Majeure” means, in relation to either Party, any circumstances beyond the reasonable control of that Party including, without limitation, any strike, lock-out or other forms of industrial action termination, civil disturbance, war, act of terrorism, risk, fire, explosion, storms, flood, earthquake, epidemic or other natural physical disasters.

19.2 If any Force Majeure occurs in relation to either Party which affects or may affect the performance of any of its obligations under the Agreement, it shall forthwith notify the other Party as to the nature and extent of the circumstances in question.

19.3 Neither Party shall be deemed to be in breach of the Agreement, or shall otherwise be liable to the other, by reason of any delay in performance, or the non-performance, of any of its obligations under, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other Party, and the time for performance of that obligation shall be extended accordingly.

20. Contracts (Rights of Third Parties) Act 1999

20.1 No one other than a party to the Agreement shall have any right to enforce any of its terms.

21. Applicable Law and Jurisdiction

21.1 The laws of England and Wales shall apply to the whole of the Agreement.

21.2 The parties hereby agree to the non-exclusive jurisdiction of the English Courts.

22. Security requirements

22.1 The Customer will agree to comply with the security requirements as requested by the Catapult. This will include the Customer ensuring that;

22.1.1 All visitors are checked in / out and wear visitor badges at all times

22.1.2 Take responsibility of all visitors / attendees at conferences / meetings etc., for the duration of visit

22.2 Where there is a requirement for the Customer to be sited within the Catapult’s premises, they agree to complete baseline personnel security standard checks as detailed by the Catapult.