Background IPR: any Intellectual Property Rights vested in or licensed to (a) the Customer prior to or independently of the performance by the Customer of its obligations under the Contract; and (b) the Catapult prior to or independently of the performance by the Catapult of its obligations under the Contract.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Catapult: 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 Goods and/or Services to the Customer.
Catapult Materials: has the meaning set out in clause 7.1(e).
Charges: the charges payable by the Customer for the supply of Goods and/or Services in accordance with clause 8.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 17.5.
Contract: the contract between the Catapult and the Customer for the supply of Goods and/or Services 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 Purchase Order and any schedules, annexures, enclosures and attachments.
Control: as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customer: the person or firm who purchases Goods and/or Services from the Catapult.
Customer Default: has the meaning set out in clause 7.2.
Data Protection Legislation: 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 Services from time to time.
Deliverables: all documents, products and materials developed by the Catapult or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
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, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
Goods: the goods to be supplied by the Catapult to the Customer under the Contract.
Personal Data, Data Subject, Controller, Processor, and Process: shall be interpreted in accordance with applicable
Data Protection Legislation.
Personal Data Breach: a breach of security leading to the destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data.
Purchase Order: Catapult’s quotation, Customer’s 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 provision of Goods and/or Services, 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.
Services: the services, including any Deliverables, supplied by the Catapult to the Customer as set out in the Purchase Order.
(a) A reference to a law or Regulation statutory provision is a reference to it as amended or re-enacted and reference to a law includes any Regulation made under it.
(b) Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) A reference to writing or written includes email.
2. BASIS OF CONTRACT
2.1 The Purchase Order constitutes an offer by the Customer to purchase Goods and/or Services 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 actual provision of the Services begins or when the Goods are delivered and accepted by the Customer in accordance with the Conditions) at which point and on which date the Contract shall come into existence (the “Commencement Date”).
2.3 Unless expressly stated otherwise, samples, drawings, descriptive matter or advertising issued by the Catapult, do not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. SUPPLY OF GOODS
3.1 In consideration of the Customer’s agreement to pay the Charges, Catapult shall supply the Goods to the Customer subject to and in accordance with the Contract.
3.2 The Catapult shall use reasonable endeavours to supply the Goods to the Customer in all material respects in accordance with the Purchase Order. In supplying the Goods, the Catapult warrants that the Goods supplied under the Contract shall:
(a) be of satisfactory quality and fit for any purpose held out by the Catapult or known to it as a requirement of the Customer when the order is placed;
(b) comply with all applicable laws and Regulations; and
(c) comply with all specific written representations, warranties and statements made or given by the Catapult.
4. DELIVERY OF GOODS
4.1 Delivery of the Goods shall be made by the Catapult delivering the Goods to the location(s) specified in the
Purchase Order (“Delivery Location”).
4.2 The delivery date is approximate only and time for delivery shall not be of the essence. The Catapult shall not be liable for any delay in delivery of the Goods that is caused by a force majeure event or the Customer’s failure to provide the Catapult with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.3 Delivery shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.4 If the Catapult fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
5. TITLE AND RISK
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Catapult receives the Charges in full for the Goods in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment.
6. SUPPLY OF SERVICES
6.1 The Catapult shall use reasonable endeavours to supply the Services and the Deliverables to the Customer in all material respects in accordance with the Purchase Order and to meet any performance dates specified in the Purchase Order, but such dates are estimates only and time is not of the essence for performance of the Services.
6.2 The Catapult may make any changes to the Services which it reasonably considers necessary to comply with applicable Regulations or safety requirements, or which do not materially affect the nature or quality of the Services, and the Catapult shall notify the Customer in any such event.
6.3 In supplying the Services, the Catapult shall:
(a) perform the Services with reasonable care, skill and diligence in accordance with relevant good industry practice;
(b) use reasonable endeavours to see that personnel involved with the provision of the Services are suitably skilled and experienced;
(c) comply with applicable laws, Regulations, guidelines or industry codes which apply to the provision of the Services; and
(d) observe all health and safety rules and security requirements that apply at any of Customer’s premises where the Services may be performed.
7. CUSTOMER’S OBLIGATIONS
7.1 The Customer shall:
(a) ensure that the requirements of the Purchase Order and any information it provides or refers to are complete and accurate;
(b) co-operate with the Catapult in all matters relating to the supply of Goods and/or Services;
(c) provide the Catapult, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities so far as reasonably required by the Catapult for performance of the Services or the delivery of the Goods;
(d) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start and/or the Goods are to be delivered;
(e) keep and maintain all materials, equipment, documents and other belonging to the Catapult (“Catapult Materials”) at the Customer’s premises in safe custody at its own risk; and
(f) comply with any additional obligations as set out in the Purchase Order.
7.2 If the Catapult’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
(a) the Catapult shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default;
(b) the Catapult shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Catapult’s failure or delay to perform any of its obligations as set out in this clause 7.2; and
(c) the Customer shall reimburse the Catapult on written demand for any costs or losses sustained or incurred by the Catapult arising directly or indirectly from the Customer Default.
8. CHARGES AND PAYMENT
8.1 The Charges for Goods and/or Services are as set out or referred to in the Purchase Order.
8.2 If the Charges are based on a time and material basis, the Catapult’s standard daily fee rates for each individual are calculated on the basis of an eight-hour day from 8.30 am to 5.00 pm worked on Business Days.
8.3 The Catapult shall be entitled to:
(a) charge an overtime rate of 10 per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 5.2; and The Catapult shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Catapult engages in connection with the provision of Goods and/or Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Catapult for the performance of the Services and/or provision of the Goods, and for the cost of any materials.
8.4 The Catapult reserves the right to increase the Charges, provided that they cannot be increased more than once in any 12 month period. The Catapult will give the Customer written notice of any such increase one month[s] before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Catapult in writing within two weeks of the date of the Catapult’s notice and either party shall then have the right without limiting its other rights or remedies to terminate the Contract by giving two weeks’ written notice to the other.
8.5 The Catapult shall invoice the Customer as provided the Purchase Order (or otherwise monthly). The Customer shall pay each invoice submitted by the Catapult:
(a) within 30 days of the date of the invoice; and
(b) in cleared funds to the bank account specified by the Catapult.
8.6 All amounts payable by the Customer under the Contract are exclusive of applicable value added tax (“VAT”).
8.7 If the Customer fails to make any payment due to the Catapult under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Catapult may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Catapult to the Customer.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Neither the Catapult nor the Customer shall acquire any right, title or interest in the other’s Background IPR.
9.2 The Customer hereby grants the Catapult a royalty-free, non-exclusive and non-transferable licence to use their Background IPR as required until termination or expiry of the Contract for the sole purpose of enabling the Catapult to perform its obligations under the Contract.
9.3 Unless otherwise provide in the Purchase Order, all Intellectual Property Rights in the Catapult Materials or in or arising out of or in connection with any results or Deliverables created or developed by the Catapult arising as a result of the provision of the Services shall vest in the Catapult and the Catapult grants the Customer a revocable, non-transferable, non-sublicensable, non-exclusive licence during the term of the Contract to use such arising the Intellectual Property Rights for the purpose of enabling the Customer to make reasonable use of the Services during the Contract term.
9.4 The Customer shall indemnify the Catapult in full against all costs, expenses, damages and losses incurred by the Catapult as a result of any claim for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the performance of the Services by the Catapult.
9.5 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Catapult obtaining a written licence from the relevant licensor on such terms as will entitle the Catapult to license such rights to the Customer.
10. LIMITATION OF LIABILITY:
10.1 Nothing in the Contract shall limit or exclude the Catapult’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
10.2 Subject to clause 10.1, the Catapult shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of damage to goodwill; and
(g) any indirect or consequential loss.
10.3 Subject to clause 10.1, the Catapult’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% of the total Charges paid under the Contract.
10.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.5 This clause 10 shall survive termination of the Contract.
11.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party one month (or, if the Contract is less than three months in duration, at least ten Business Days) written notice.
11.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract 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;
(b) the other party repeatedly breaches any of the terms and conditions of the Contract 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 and conditions of the Contract;
(c) 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;
(d) 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
(e) 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 Contract has been placed in jeopardy.
11.3 Without limiting its other rights or remedies, the Catapult may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) fails to pay any amount due under the Contract 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
(b) fails to comply with applicable law or Regulations; or
(c) there is a change of Control of the Customer.
12. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Catapult all of the Catapult’s outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, the Catapult shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Catapult Materials and any other materials, documents, information or data created in the course of the Contract which have not been fully paid for. If the Customer fails to do so, then the Catapult may enter the Customer’s premises and take possession of them;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication survive termination shall continue in full force and effect.
13.1 Each party shall perform its obligations under the Contract 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.
13.2 Breach of this clause 13 shall be deemed a material breach under clause 11.2 (a).
14. ANTI-SLAVERY AND HUMAN TRAFFICKING
14.1 In performing its obligations under the Contract, each party shall:
(a) 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;
(b) 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;
(c) include in contracts with its subcontractors antislavery and human trafficking provisions that are at least as onerous as those set out in this clause 14.
14.2 Breach of this clause 14 shall be deemed a material breach under clause 11.2 (a).
15. PREVENTION OF BRIBERY AND CORRUPTION
15.1 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 Contract or for showing or refraining from showing favour or disfavour to any person in relation to the Contract.
15.2 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 Contract 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.
15.3 If either party or its staff engages in conduct prohibited by clause 15.1 or commits fraud in relation to the Contract the other party may terminate the Contract and recover from the other party the amount of any loss suffered by the party resulting from the termination.
16. DATA PROTECTION
16.1 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 Contract.
16.2 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 Contract.
16.3 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.
16.4 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.
16.5 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 authoritie or regulators.
16.6 The Customer shall maintain complete and keep accurate records and information to demonstrate its compliance with this clause 16 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 Contract unless required by the applicable Regulations to store the Personal Data.
16.7 The provisions of this clause shall apply during the continuance of the Contract and indefinitely after its expiry or termination.
17.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. Each party shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so and use all reasonable endeavours to mitigate the effect of the force majeure event on the performance of its obligations. If such circumstances continue for a continuous period of more than two months, either party may terminate the Contract by written notice to the other party.
17.2 Assignment and other dealings.
(a) The Catapult may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third
party or agent.
(b) The Customer shall not, without the prior written consent of the Catapult, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 17.3 (b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying
out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 17.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
17.4 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
17.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
17.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect
the validity and enforceability of the rest of the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
17.9 Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.
17.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
17.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle
any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.