Terms and conditions

v9 – 23.07.25.

1. Definitions

1.1 In this Agreement the following terms shall have the following meanings:

“Agreement” means the agreement between the Parties, including these Terms and Conditions, the Sales Order Acknowledgement, the Quotation referenced therein and attached thereto, and any annexes;

“Background Intellectual Property” means any Intellectual Property Rights made available by either Party for use in the provision of the Services, or necessary to exploit the Deliverables, but not arising from nor developed in the course of the provision of the Services or Deliverables;

“Business Day” means a day, excluding Saturdays and Sundays, on which banks are generally open in London, England, for the transaction of normal banking business;

“Competition Law” means all relevant legislation relation to competition and anti-competitive behaviours, including the Competition Act 1998, the Enterprise Act 2002 (as amended by the Enterprise and Regulatory Reform Act 2013), the Consumer Rights Act 2015, and the Digital Markets, Competition and Consumers Act 2024;

“Confidential Information” means all secret or not generally known information or information which is not easily accessible to others or of a commercially sensitive nature which is disclosed or made available in any way by one Party (“Discloser”) to the other (“Recipient”) for use in connection with the provision of the Services (including the Background Intellectual Property of the Discloser and the Deliverables) and marked or labelled by the Discloser as “Proprietary”, “Confidential” or “Sensitive” means at the time of disclosure;

“Control” means the ability to direct the affairs of another person, whether by virtue of the ownership of shares, by contract, or in any other way;

“Consumables” means those ancillary costs such as set out in clause 8;

“Contract Price” means the sum to be paid for the Services as specified in the Sales Order Acknowledgement;

“Customer” means the person, firm or company whose details are set out in the Sales Order Acknowledgement attached to this Agreement;

“Data Protection Legislation” means the UK GDPR and the Data Protection Act 2018 (as amended, superseded or replaced from time to time) and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by any competent data protection supervisory authority (including the UK Information Commissioner);

“Deliverables” means the deliverables set out in the Sales Order Acknowledgement produced by MDC Innovations for the Customer, excluding any proprietary methods, assays, and any related know-how;

“Effective Date” means the date specified in the Sales Order Acknowledgement attached to this Agreement;

“Expenses” means those costs which are not Consumables as set out in clause 8 and which shall include, but not be limited to travelling expenses, hotel costs, subsistence and any associated expenses, and the cost of services provided by third parties and required by MDC Innovations for the performance of the Services;

“Group Company” means any undertaking which for the time being Controls, or is Controlled by, MDC Innovations or which for the time being is Controlled by a third person which also Controls MDC Innovations;

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Quotation” means the final quotation referenced in the Sales Order Acknowledgement and attached thereto;

“Materials” means the materials as listed in the Material transfer Agreement;

“Material Transfer Agreement” means the material transfer agreement as set out in Annex 1;

“MDC” means Medicines Discovery Catapult Limited (company number 09928547) of Block 35G, Mereside, Alderley Park, Macclesfield, Cheshire, SK10 4ZF;

“MDC Innovations” means Medicines Discovery Catapult Services Commercial Limited t/a MDC Innovations (company number 13568417) of Block 35G, Mereside, Alderley Park, Macclesfield, Cheshire, SK10 4ZF;

“Party” means either the Customer or MDC Innovations individually, or together as the “Parties”;

“Sales Order Acknowledgement” means the sales order acknowledgement attached to this Agreement, including the Quotation referenced therein and attached thereto;

“Services” means the services, including the Deliverables, to be provided by MDC Innovations as specified in the Sales Order Acknowledgement;

“Terms and Conditions” means these terms and conditions as amended from time to time in accordance with clause 26.7; and

“UK GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (United Kingdom General Data Protection Regulation), as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (and see section 205(4) and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020 (as amended, superseded, or replaced from time to time).

1.2 In this Agreement, unless the context otherwise requires:

1.2.1 references to a clause or schedule are to a clause of or a schedule to this Agreement; and
1.2.2 words in the singular include the plural and vice versa and words of any gender include every other gender and references to legal persons shall include natural persons and vice versa; and
1.2.3 headings in these Terms and Conditions shall not affect their interpretation; and
1.2.4 a reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it; and
1.2.5 a reference to “Writing” or “Written” includes e-mail unless otherwise provided for in the clause; and
1.2.6 any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

2. Appointment and Term

2.1 The Agreement, including these Terms and Conditions, sets out the terms and conditions pursuant to which MDC Innovations agrees to provide to the Customer the Services as specified in the Sales Order Acknowledgement.

2.2 The Customer shall engage MDC Innovations and MDC Innovations shall provide the Services in accordance with this Agreement.

2.3 The Agreement shall commence on the Effective Date and shall continue until the Services are completed in accordance with the Sales Order Acknowledgement, or until this Agreement is terminated in accordance with clauses 4, 14, or 15.

2.4 This Agreement applies to the exclusion of any other terms that the Customer seeks to impose or incorporate by a purchase order or otherwise, or which are implied by trade, custom, practice or course of dealing.

2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document(s) of the Customer that is inconsistent with these Terms and Conditions.

3. Compliance with Laws and Policies

3.1 In performing its obligations under the Agreement, the Customer shall comply with:

3.1.1 all applicable laws, statues, regulations and codes from time to time in force; and
3.1.2 any other policies or notices issued by MDC Innovations from time to time.

3.2 MDC Innovations may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer commits a breach of this clause 3.

4. Supply of Services

4.1 MDC Innovations shall use reasonable endeavours to carry out the Services in accordance with this Agreement.

4.2 Any forecasts given by MDC Innovations as to the time of performance of the Services, or any aspect thereof, are given in good faith but are estimates only and shall not be binding on MDC Innovations. The time of performance of the Services, or any aspect thereof, shall not be of the essence unless otherwise specified in the Sales Order Acknowledgement.

4.3 MDC Innovations shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and MDC Innovations shall notify the Customer in any such event.

4.4 The Customer shall co-operate with MDC Innovations in any manner reasonably required by MDC Innovations in order to carry out the Services, including provision of information, data and assistance, and making available suitably qualified employees.

4.5 Where the Services are to be performed on the Customer’s premises, or the premises of a third party, the Customer shall:

4.5.1 ensure that MDC Innovations’ personnel have full and free access during working hours to the premises to enable MDC Innovations to perform the Services;
4.5.2 take all such steps as may be necessary to ensure the safety of any of MDC Innovations’ employees, agents and sub-contractors who visit the premises concerned; and
4.5.3 indemnify MDC Innovations for all injury to its employees, agents and sub-contractors, and for any loss or damage to MDC Innovations’ property, while such persons or property are on the premises of the Customer, other than injury to persons or loss or damage to property caused by the negligence of MDC Innovations.

5. The Contract Price

5.1 In consideration of the performance of the Services, the Customer shall pay to MDC Innovations the Contract Price as set out in the Sales Order Acknowledgement subject to any adjustment to the Contract Price that MDC Innovations may make in accordance with clause 5.4.

5.2 The Contract Price under this Agreement is quoted exclusive of sales value added and other like taxes which shall be chargeable and payable in addition where applicable at the rate for the time being in force.

5.3 The Contract Price shall be exclusive of all costs and charges of packaging, insurance, or transportation costs, where applicable, which shall be invoiced to the Customer separately and shall be set out in the Sales Order Acknowledgement.

5.4 MDC Innovations reserves the right to adjust the Contract Price (notwithstanding that MDC Innovations may have provided a fixed Quotation for the total charges for providing the Services) to take account of any variations in MDC Innovations’ costs in supplying the Services, such Contract Price adjustment to be agreed in Writing by the Customer. Should the Parties not be able to agree the Contract Price adjustment the Customer has the option to terminate the Agreement on thirty (30) days’ notice in Writing.

5.5 Payment of the Contract Prices shall be made in pounds sterling (£).

6. Terms of Payment

6.1 The Customer shall pay the Contract Price:

6.1.1 within thirty (30) days of the date of MDC Innovations’ invoice; and
6.1.2 in full and in cleared funds to a bank account nominated in Writing by MDC Innovations, save that payment shall become due forthwith on the occurrence of any of the events referred to in clause 3, 14 or 15, save where termination is occasioned as a result of the default of MDC Innovations

6.2 Time for payment shall be of the essence of the Agreement.

6.3 MDC Innovations may require payment in stages and/or part payment upon the Effective Date as set out in the Sales Order Acknowledgement.

6.4 In its obligations to pay the Contract Price, the Customer shall not be entitled to exercise any set-off, counterclaim, deduction, lien, withholding or any other similar right or claim.

6.5 All amounts payable under this Agreement shall be exclusive of VAT or equivalent local taxes which shall be paid at the rate and in the manner for the time being prescribed by law. Without prejudice to any right or remedy, interest shall be payable by the Customer on any late payment of the Contract Price on a daily basis in accordance with the Late Payment of Commercial Debts Regulations 2013, as amended from time to time from the date payment was due to the date of actual payment (whether before or after judgement).

6.6 The Customer shall notify MDC Innovations of any dispute regarding an invoice within ten (10) days of receipt of such invoice.

6.7 Where this Agreement transfers any assets and any title in any assets, including any Intellectual Property Rights in the Deliverables, to the Customer, title in such assets shall only transfer upon payment in full of the Contract Price by the Customer.

6.8 Until such title has passed to the Customer, the Customer shall:

6.8.1 notify MDC Innovations immediately if it becomes subject to any of the events listed in clause 15.2.1 to 15.2.5 (inclusive); and
6.8.2 give MDC Innovations such information as MDC Innovations may reasonably require from time to time relating to the ongoing financial position of the Customer.

7. Additional Services and Costs

7.1 If the Customer requires MDC Innovations to provide services not contained in the Sales Order Acknowledgement (“Additional Services”), or to change the nature of the Services set out in the Sales Order Acknowledgement, it shall make a request for such Additional Services or any changes to MDC Innovations in a timely manner in Writing.

7.2 If at the request of the Customer MDC Innovations agrees to provide Additional Services and/or any changes, the Customer:

7.2.1 shall be liable to pay MDC Innovations such additional charges as MDC Innovations may reasonably determine; and
7.2.2 shall be bound by this Agreement for the duration of and in respect of the Additional Services and/or any changes provided.

8. Expenses & Consumables

8.1 The Contract Price shall be exclusive of Consumables or Expenses unless otherwise specified in the Sales Order Acknowledgement.

8.2 The Customer shall promptly reimburse (or procure the reimbursement of) all reasonable Consumables or Expenses properly and necessarily incurred by MDC Innovations in the course of the provision of the Services, including but not limited to reagents, laboratory supplies or disposables, subject to production of receipts or other appropriate evidence of payment.

8.3 MDC Innovations shall dispose of Consumables and reagents at its discretion and shall not be obliged to dispose of them upon completion of the Services.

9. Limited Warranties

9.1 MDC Innovations warrants that it shall provide the Services with reasonable care and skill using reasonably qualified and experienced staff.

9.2 All other conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise howsoever) are hereby expressly excluded to the fullest extent permitted by law.

9.3 Except as provided in this clause 9, MDC Innovations shall have no liability to the Customer and to the maximum extent permitted under applicable law MDC Innovations expressly disclaims an makes no other warranties whatsoever with respect to the Services and/or Deliverables.

10. Limitation of Liability

10.1 This clause 10 sets out the entire financial liability of MDC Innovations (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

10.1.1 any breach of this Agreement; and
10.1.2 any use made by the Customer of the Deliverables, the Services, MDC Innovations Background Intellectual Property or any part of them; and
10.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Deliverables, the Services, and/or this Agreement.

10.2 Nothing in this Agreement limits or excludes the liability of MDC Innovations:

10.2.1 for death or personal injury resulting from negligence; or
10.2.2 for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by MDC Innovations.

10.3 Defective Performance of Services:

10.3.1 If MDC Innovations’ breach of this Agreement causes a defect or error in the provision by it of the Services (or any part of it) which arises within 12 months of the delivery of the Services, MDC Innovations will, at its own discretion, either credit to the Customer the price paid by the Customer for the Services (or such part of it) or re-perform or provide (save as to the time of performance) the Services concerned.
10.3.2 In order to exercise its rights under this clause 10.3 the Customer shall inform MDC Innovations within seven days of the date when such defect or error appeared in the Services as provided, setting out full details in Writing of the defect or error. MDC Innovations shall not be liable to the Customer for any such defect or error not notified to it in accordance with this clause 10.3.2.
10.3.3 MDC Innovations shall not be liable for any defect or error in the performance of the Services arising out of the acts, omissions, negligence or default of the Customer or its employees, agents or sub-contractors, including in particular (but without prejudice to the generality of the foregoing) any failure by the Customer to comply with any recommendations of MDC Innovations and any errors, omissions or other defects in any instructions, information, drawing designs or specifications provided by or on behalf of the Customer or by a third party.

10.4 In carrying out the Services, MDC Innovations may use information provided to it by third parties. MDC Innovations will use all reasonable endeavours to ensure the reliability of any third-party sources but MDC Innovations shall not be liable for any defect or error in the provision of the Services any loss or damage caused to the Customer or to any third party due to the inaccuracy of information provided to MDC Innovations by the Customer or a third party.

10.5 Subject to clause 10.2, MDC Innovations shall not be liable for:

10.5.1 loss of profits (direct or indirect);
10.5.2 loss of revenue, loss of production or loss of business (in each case whether direct or indirect);
10.5.3 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct or indirect);
10.5.4 loss of anticipated savings or loss of margin (in each case whether direct or indirect);
10.5.5 loss of goods;
10.5.6 loss of contract;
10.5.7 loss of use;
10.5.8 loss or corruption of data or information; and/or
10.5.9 indirect, consequential or special loss

arising out of or in connection with this Agreement, whether in contract, tort misrepresentation under statute or otherwise, howsoever caused including negligence and any liability under an indemnity contained in this Agreement and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of the Parties’ obligations under this Agreement.

10.6 Subject to clause 10.2, the total liability of MDC Innovations (whether in contract or for negligence or in breach of statutory duty or otherwise howsoever) to the Customer for any loss or damage of whatsoever nature and howsoever caused shall be limited to the Contract Price, or where the Contract Price is paid in instalments, to the Contract Price actually paid by the Customer as of the date of the breach.

10.7 MDC Innovations shall not be liable for any error or defect in the Services caused by the Materials being substandard, defective or delayed.

10.8 The Customer acknowledges that some equipment used by MDC Innovations may be:

10.8.1 pre-commercial and experimental in nature and is used without any warranties of any kind and MDC Innovations.
10.8.2 owned by a third-party with rights for MDC Innovations to use with the Customer. In such circumstances MDC Innovations cannot guarantee availability of access to use the equipment for the duration of the Services or for the repair of such equipment in the event of breakage given that such equipment is under the control of a third-party.

11. Indemnity

The Customer shall indemnify MDC Innovations in respect of any liabilities, costs, claims, demands, damages, expenses and losses (including any direct indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity bases) and all other reasonable professional costs and expenses) suffered or incurred by MDC Innovations and/or for which it may be liable to any third party including, but not limited to, infringement of any third-party rights, such as intellectual property rights, due to or arising from the acts, omissions or defaults of the Customer. This clause 11 shall survive termination of the Agreement.

12. Representations

12.1 This Agreement shall be governed exclusively by these Terms and Conditions and the provisions contained herein, except where excluded, varied, amended or incompatible with the Sales Order Acknowledgement, in which case the terms contained in the Sales Order Acknowledgement shall take precedence.

12.2 Subject to clause 12.1, no statement, description, information, warranty, condition or recommendation contained in any, catalogue, price list, advertisement or communication or made verbally by any of MDC Innovations’ agents or employees shall be construed to enlarge, vary or override in any way any of the provisions of this Agreement.

13. Customer Default

13.1 If MDC Innovations’ performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

13.1.1 without limiting or affecting any other right or remedy available to it, MDC Innovations shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays MDC Innovations’ performance of any of its obligations;
13.1.2 MDC Innovations shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from MDC Innovations’ failure or delay to perform any of its obligations as set out in this clause 13; and
13.1.3 the Customer shall reimburse MDC Innovations on written demand for any costs or losses sustained or incurred by MDC Innovations arising directly or indirectly from the Customer Default.

14. Cancellation

Save as provided elsewhere in this Agreement the Customer shall not be entitled to cancel the provision of the Services without the agreement in Writing of MDC Innovations and upon the payment to MDC Innovations of such amount as may be necessary to indemnify MDC Innovations against any demonstrable loss incurred by it resulting from the cancellation, including but not limited to cancellation of the utilisation of equipment.

15. Termination

15.1 This Agreement may be terminated by either Party for any breach of any of the material obligations set out in this Agreement, by giving not less than thirty (30) days’ Written notice to the other of its intention to terminate. The notice shall include a detailed statement describing the nature of the breach. If the breach is capable of being remedied and is remedied within the thirty (30) day notice period, then the termination shall not take effect. If the breach is of a nature such that it can be fully remedied but not within the thirty (30) day notice period, then termination shall also not be effective if the Party involved begins to remedy the breach within that period, and then continues diligently to remedy the breach until it is remedied fully. If the breach is incapable of remedy, then the termination shall take effect at the end of the thirty (30) day notice period in any event.

15.2 This Agreement may be terminated by MDC Innovations with immediate effect on Written notice if any of the following events occurs:

15.2.1 an encumbrancer takes possession, or a receiver is appointed over any of the property or assets of the Customer;
15.2.2 the Customer makes a voluntary arrangement with its creditors or becomes subject to an administration order;
15.2.3 the Customer goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation approved by MDC Innovations and in such manner that the company resulting from the reorganisation agrees to be bound by or to assume the obligations imposed on the Customer under this Agreement);
15.2.4 any distraint execution or other process is levied or enforced on any property of the Customer and is not paid out withdrawn or discharged within twenty-one (21) days;
15.2.5 the financial position of the Customer deteriorates to such an extent that in the opinion of MDC Innovations the capability of the Customer adequately to fulfil its obligations under this Agreement has been placed in jeopardy;
15.2.6 the Customer is guilty of fraud or dishonesty;
15.2.7 the Customer brings MDC Innovations into disrepute (in the opinion of MDC Innovations); and/or
15.2.8 MDC Innovations no longer has access to third-party equipment that was being used to deliver the Services in accordance with clause 10.8.2.

15.3 If MDC Innovations continues to supply any Services to the Customer after the termination of MDC Innovations’ appointment this shall not be construed as a waiver of the termination of or as a renewal of MDC Innovations’ appointment.

15.4 MDC Innovations may terminate this Agreement by giving no less than thirty (30) days’ notice in Writing to the Customer.

15.5 On termination of the Agreement for any reason:

15.5.1 the Customer shall immediately pay to MDC Innovations all of MDC Innovations’ outstanding unpaid invoices, in respect of the Services supplied but for which no invoice has been submitted, MDC Innovations shall submit an invoice, which shall be payable by the Customer immediately on receipt;
15.5.2 the Customer shall return all of MDC Innovations Background Intellectual Property and any Deliverables which have not been fully paid for. If the Customer fails to do so, then MDC Innovations may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;
15.5.3 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 Agreement which existed at or before the date of termination or expiry; and
15.5.4 clauses which expressly or by implication survive termination shall continue in full force and effect including but not limited to clauses 4.5.3, 6, 8.2, 10, 11, 15.5, 16, 17, 18, 21, 22, 23, 25.8, 25.9, 25.11 and 25.12.

16. Intellectual Property Rights

16.1 MDC Innovations’ Background Intellectual Property shall remain vested in MDC Innovations. If the Customer requires access to use any of MDC Innovations’ Background Intellectual Property for the purposes of exploiting any Deliverables, MDC Innovations will not unreasonably refuse to grant to the Customer a licence to such relevant Background Intellectual Property for such purpose to be negotiated on fair and reasonable commercial terms provided such licence is requested in Writing by the Customer within one (1) month of the completion of the Services.

16.2 The Customer acknowledges that, where MDC Innovations does not own any Background Intellectual Property, the Customer’s use of rights in MDC Innovations Background Intellectual Property is conditional on MDC Innovations obtaining a Written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle MDC Innovations to license such rights to the Customer.

16.3 Subject to clauses 6, 16.1 and 16.6, as between MDC Innovations and the Customer, MDC Innovations agrees to assign all Intellectual Property Rights in the Deliverables to the Customer.

16.4 MDC Innovations shall, promptly at the Customer’s request and expense, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer the full benefit of the Agreement, including all right, title and interest in and to the Intellectual Property Rights assigned to the Customer in accordance with clause 16.3.

16.5 The terms of any licence agreement provided for in clause 16.1 above shall be negotiated in good faith by the Customer and MDC Innovations and shall contain all such terms and conditions which are usual and customary in a licence agreement, including but not limited to royalties, limitation of liability, audit provisions, termination, governing law provisions.

16.6 MDC Innovations shall retain ownership of Intellectual Property Rights (including all and any improvements to any Intellectual Property Rights) created during the provision of the Services and/or in the Deliverables, including but not limited to any Intellectual Property Rights and/or improvements to Intellectual Property Rights in relation to (a) any registrable or non-registrable Intellectual Property rights; (b) know-how (including any process or standard operating procedure) which results from MDC Innovations’ performance of its obligations under this Agreement, and whose use outside of the completion of the provision of Services is possible without use of any Customer Confidential Information or Customer’s Background Intellectual Property; and (c) any know-how that is a modification to any standard process or operating procedure generated by MDC Innovations outside of the provision of Services, shall be owned by and/or the freedom to use such know-how will be retained by MDC Innovations.

16.7 The Customer grants to MDC Innovations and MDC a non-exclusive, perpetual, royalty-free licence to use the Intellectual Property created during the provision of Services and/or Deliverables for non-commercial purposes.

16.8 The Customer grants to MDC Innovations and MDC a non-exclusive, perpetual, royalty-free licence to use any blinded data created during the provision of Services and/or Deliverables for commercial purposes

16.9 The Customer Background Intellectual Property shall remain vested in the Customer. The Customer grants MDC Innovations a royalty-free, fully paid-up, non-exclusive licence to use its Background Intellectual Property for the purpose of carrying out the Services.

17. Confidentiality and Data Protection

17.1 Each Party will use reasonable endeavours not to disclose to any third party (other than MDC or another Group Company) any Confidential Information and not to make to any third party any disclosure of Confidential Information which would prejudice either the rights of the other Party under or pursuant to this Agreement. Any information disclosed orally that is identified as Confidential Information shall be confirmed in Writing within thirty (30) days of disclosure and will be treated the same as if it had been reduced to a tangible form at the time of disclosure.

17.2 The Recipient shall be entitled to use the Confidential Information only for the purposes of this Agreement and to disclose the Confidential Information in confidence to such of its employees that need to know in order to carry out that Party’s obligations under this Agreement.

17.3 This obligation of confidentiality shall survive termination of these Terms and Conditions but the Recipient shall incur no obligation under clause 17.1 with respect to information which:

17.3.1 is known to the Recipient before the Effective Date, and not impressed already with any obligation of confidentiality to the Discloser; or
17.3.2 is or becomes publicly known without the fault of the Recipient; or
17.3.3 is obtained by the Recipient from a third party in circumstances where the Recipient has no reason to believe that there has been a breach of an obligation of confidentiality owed to the Discloser; or
17.3.4 is independently developed by the Recipient as can be demonstrated by Written record; or
17.3.5 is approved for release in Writing by an authorised representative of the Discloser; or
17.3.6 the Recipient is specifically required to disclose pursuant to an order of any Court of competent jurisdiction in order to fulfil the Court Order, but the Recipient is only released from its obligation to the extent of such order.

17.4 Each Party may disclose Confidential Information to its agents, consultants, contractors or subcontractors engaged in connection with the Services, provided that such disclosure is necessary for carrying out that Party’s obligations under this Agreement, the recipients are bound by equivalent obligations of confidentiality, and the disclosing Party remains liable for their acts or omissions in relation to the Confidential Information.

17.5 Data Protection

Each Party shall comply with the Data Protection Legislation. In particular where any Party is acting as the data processor of the other Party (“Controller”), the Party processing data on behalf of the other Party agrees to:

17.5.1 to maintain appropriate technical and organisational security measures in relation to the personal data disclosed under this Agreement;
17.5.2 only to process personal data for and on behalf of the Controller, in accordance with the instructions of the Controller and for the purpose of this Agreement and to ensure the Controller’s compliance with the Data Protection Legislation;
17.5.3 to allow the Controller to audit the processing Party’s compliance with the requirements of this clause on reasonable notice and/or to provide the Controller with evidence of its compliance with the obligations set out in this clause 17.
17.5.4 the processing Party shall obtain prior agreement of the Controller to store or process personal data at sites outside the European Economic Area.

17.6 The Parties agree to use all reasonable efforts to assist each other to comply with the Data Protection Legislation. For the avoidance of doubt, this includes providing the other with reasonable assistance in complying with subject access requests and consulting with the other prior to the disclosure of any personal data created in connection with the conduct or performance of the provision of the Services in relation to such requests.

17.7 MDC Innovations will process the Customer’s personal data in accordance with its privacy policy as updated from time to time, which can be found at Privacy Policy for Medicines Discovery Catapult. The Customer hereby consents to such processing.

17.8 The Customer shall acknowledge MDC Innovations in relation to any publication relating to the Deliverables or Services (such acknowledgement to be subject to pre-approval, in writing, by MDC’s Head of Communications).

18. Impact

The Customer acknowledges that MDC Innovations’ parent company, MDC, is required by its funder to demonstrate its impact on society, and agrees to comply with all reasonable requests made by MDC Innovations to provide information (not including Confidential Information) as MDC Innovations may reasonably require to address the requirements placed on it and/or MDC. Such information may include, but shall not be limited to, effects, changes or benefits to the Customer, the economy, society, public policy or services, health and the environment.

19. Force Majeure

19.1 For the purposes of this Agreement, a “Force Majeure Event” means any circumstance not within a Party’s reasonable control including, without limitation:

19.1.1 acts of God, flood, drought, earthquake or other natural disaster;
19.1.2 epidemic or pandemic;
19.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
19.1.4 nuclear, chemical or biological contamination or sonic boom;
19.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
19.1.6 collapse of buildings, fire, explosion or accident;
19.1.7 delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials; and/or
19.1.8 interruption or failure of utility service.

19.2 Neither Party shall be liable to the other as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.

19.3 If the Force Majeure Event prevents either Party from performing any of its obligations under the Agreement for more than sixty (60) days, either Party shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the other Party.

20. Notices

20.1 Any notice given under this Agreement shall be in Writing by or on behalf of the Party giving it and sent to the address/email address shown on the Sales Order Acknowledgement and will be deemed to have been duly made, delivered or served:

20.1.1 if delivered by hand, at the time of delivery;
20.1.2 if delivered by post, forty-eight (48) hours after being posted or in the case of Airmail ten (10) Business Days after being posted; or
20.1.3 if delivered by email, at the time of transmission, or, if this time falls outside the hours of 09:00 to 17:00 on a Business Day, at 09:00 on the next Business Day.

21. Dispute Resolution

21.1 Notwithstanding clause 26.12, the Parties shall attempt in good faith to negotiate a settlement to any dispute arising between them out of or in connection with this Agreement within thirty (30) Business Days of the dispute arising.

21.2 If the dispute cannot be resolved, then the Parties shall attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (“CEDR”) Model Mediation Procedure from time-to-time in force.

21.3 To initiate the mediation a Party must give notice in Writing (the “ADR Notice”) to the other Party requesting a mediation in accordance with this clause 21. The mediation is to take place not later than 30 Business Days after the ADR Notice. If there is any issue on the conduct of the mediation upon which the Parties cannot agree within fourteen (14) Business Days of the ADR Notice, then CEDR shall, at the request of either Party, decide the issue for the Parties, having consulted with them. Unless otherwise agreed by the Parties, the place of the mediation shall be nominated by the mediator.

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

21.5 If the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to Writing and shall be binding on the Parties once it is signed by both the Customer and MDC Innovations.

21.6 If the Parties fail to reach agreement within sixty (60) Business Days of the initiation of the mediation, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts.

21.7 The commencement of mediation shall not prevent the Parties commencing or continuing court proceedings.

22. Bribery Act & Competition Law

22.1 Each Party will, in connection with the provision of the Services:

22.1.1 comply with all laws, statutes and regulations which apply to it or its activities and which relate to anti-bribery or anti-corruption (or both), including the Bribery Act 2010;
22.1.2 not do anything which would constitute an offence under section 1, 2 or 6 of the Bribery Act 2010 if it had been carried out in the United Kingdom;
22.1.3 have policies and procedures (including adequate procedures as determined in accordance with section 7(2) of the Bribery Act 2010 and any guidance issued under section 9 of that Act) to ensure compliance with clauses 22.1.1 and 22.1.2 above;
22.1.4 follow and enforce the policies and procedures referred to in clause 22.1.3 above;
22.1.5 promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by it;

22.2 Each Party will ensure that any person associated with it (as determined in accordance with section 8 of the Bribery Act 2010) or who is involved in the Services, is involved in the Services only on the basis of a Written contract which imposes on that person terms equivalent to those imposed on that Party in this clause.

22.3 A person associated with a Party includes employees, students, its group companies and subcontractors and their respective employees.

22.4 Each Party will, in connection with the provision of the Services:

22.4.1 comply with all laws, statutes and regulations which apply to it or its activities and which relate to Competition Law;
22.4.2 have policies and procedures to ensure compliance with clauses 22.4.1 above;
22.4.3 follow and enforce the policies and procedures referred to in clause 22.1.3 above;
22.4.4 promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by it;

22.5 Each Party will provide such evidence of compliance with this clause 22 as the other Party may reasonably request from time to time ,

22.6 Each Party will keep accurate and up to date records and books of account showing all payments made by it in connection with this Agreement and the Services and the steps taken by it to comply with this clause 22.

23. Subsidy Control

23.1 The Parties acknowledge that MDC Innovations may be a public authority for the purposes of the Subsidy Control Act 2022 due to the nature of its funding by Innovate UK and therefore has an obligation to ensure, and is subject to audits to demonstrate, that all activities it undertakes are compliant with UK subsidy control rules as set out in the Subsidy Control Act 2022, including its activities under this Agreement.

23.2 The Parties therefore agree that, notwithstanding any other provision of this Agreement:

23.2.1 MDC Innovations shall be entitled to cooperate fully with any investigation by any grant funder of MDC, by the Competition Appeal Tribunal or any other domestic regulatory authority; or any court of law with jurisdiction with respect to this Agreement regarding the grant/alleged grant of any unlawful subsidy in connection with the activities outlined under this Agreement including the provision of Services hereunder and the Supplier shall, if so requested by MDC, promptly provide to MDC all reasonable and necessary assistance in connection with any such investigation(s);
23.2.2 MDC Innovations shall keep the Supplier informed of any active and specific investigation into this Agreement and, where possible, liaise with the Supplier concerning any response to such investigation; and
23.2.3 the Parties shall comply with any ruling of the Competition Appeal Tribunal, any other domestic subsidy control enforcement authority, or any court of law with jurisdiction, in relation to the application of the subsidy control rules to this Agreement.

23.3 The obligations set out in clause 23.2 above shall subsist for a period of 10 years from the Effective Date, notwithstanding any earlier termination of this Agreement.

24. Subcontracting

MDC Innovations may, at its sole discretion, appoint subcontractors to perform any part of the Services under this Agreement, provided that:

24.1 MDC Innovations remains fully responsible for the performance of the Services and any acts or omissions of its subcontractors as if they were its own.

24.2 The subcontractor agrees to comply with all relevant terms and conditions of this Agreement.

24.3 MDC Innovations ensures that the subcontractor maintains appropriate qualifications, expertise, and resources to perform the assigned tasks.

24.4 The subcontracting arrangement shall not relieve MDC Innovations of its obligations under this Agreement.

25. Material Transfer

25.1 In addition to the payment of the Contract Price, the Customer may, at its discretion, also provide to MDC Innovations the Material solely to support the provision of the Services and for no other purpose.

25.2 Provision of the Material to MDC Innovations is subject to the signing of the Material Transfer Agreement set forth in Annex 1 attached and incorporated into this Agreement by reference.

25.3 The Material shall constitute the Background Intellectual Property of the Customer and shall remain the property of the Customer.

25.4 The Customer shall:

25.4.1 procure the transfer of the Material to MDC Innovations in accordance with all applicable regulatory and legal requirements (and in such environment to ensure the Materials are fit for purpose); and
25.4.2 provide sufficient quantities of the Material to enable MDC Innovations to carry out the Services;
25.4.3 provide MDC Innovations and its personnel all necessary safety, handling and storage information in relation to the Materials provided by the Customer or otherwise made available to MDC Innovations under this Agreement; and
25.4.4 warrant that the Materials, and the use of by MDC Innovations in accordance with the terms of this Agreement will not constitute an infringement of any third party rights, including but not limited to intellectual property rights.

25.4.5 Upon completion of the Services, MDC Innovations shall in its discretion and at the expense of the Customer either dispose of the Materials or return the Materials to the Customer.

26. General

26.1 The Sales Order Acknowledgement and this Agreement for the supply of Services by Catapult constitute the entire agreement between the Parties in respect of Services supplied.

26.2 The Agreement will be deemed accepted once a signed Sales Order Acknowledgement has been issued by MDC Innovations and MDC Innovations commences to fulfil its obligations thereunder.

26.3 For the purposes of clarity this Agreement constitutes a contract for the provision of services and is not a contract of employment.

26.4 No waiver of a breach by either Party of any covenant, condition, obligation or understanding of this Agreement shall be deemed to constitute a waiver of any other breach of the same, or of any other covenant, condition, obligation or understanding; and no failure, forbearance or delay by either Party in exercising any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise by either Party of any right preclude any further exercise thereof, or the exercise of any other right.

26.5 Nothing in this Agreement shall be deemed to constitute, evidence or comprise a partnership between the Parties or to constitute either Party the agent of the other.

26.6 The Customer may not assign its rights under this Agreement in whole or in part to any person, firm or company without the prior Written agreement of MDC Innovations.

26.7 No amendment, waiver, or variation, of this Agreement, whether in whole or in part, shall be binding on the Parties unless set out in Writing and signed by or on behalf of the Parties by their duly authorised representatives.

26.8 Should any part or provision of this Agreement be prohibited or rendered void or unenforceable by any legislation to which it is subject, the part or provision in question shall be so prohibited or rendered void or unenforceable to the extent to which it is thus prohibited or rendered void or unenforceable, and no further; and the validity or enforceability of any other part of this Agreement shall not thereby be affected. The Parties shall uphold the remainder of this Agreement, and shall negotiate an amendment which, as far as legally feasible, maintains the economic balance between the Parties.

26.9 Each Party shall, at its own cost and expense, from time to time do or procure the execution of all documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.

26.10 Other than in relation to MDC, the Parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

26.11 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

26.12 Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

26.13 Until the Sales Order Acknowledgement is signed by the Customer and returned to MDC Innovations, MDC Innovations shall not be obliged to commence the Services.

26.14 MDC Innovations will carry out the provision of Services in accordance with this Agreement, MDC Innovations does not guarantee that the provision of the Services will lead to any particular result, nor does it guarantee a successful outcome or that any results will be fit for a particular purpose.

26.15 Any access to use equipment belonging to MDC or a third party will be subject to availability and time shall not be of the essence.