Curtis Analytics Limited
Agreement for the Supply of Acrylamide, Amino Acid and Sugar Analysis Services
This Agreement sets out the terms of the agreement relating to the Services between Curtis Analytics, meaning Curtis Analytics Limited (company number 10837024) and whose registered office is at Curtis Analytics Limited, Office 033B, Discovery Park, Building 500, Ramsgate Road, Sandwich, Kent, CT13 9FE and the Customer named below.
Curtis Analytics Limited
Name Dr. Tanya Curtis
Company number and registered address or equivalent:
- Definitions and Interpretation
- The definitions in this clause (or anywhere else in this Agreement) apply in this Agreement.
|Agreement||this agreement as amended from time to time in accordance with clause 10.5;|
|Business Day||a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;|
|Charges||the charges payable by the Customer for the supply of the Services in accordance with clause 5;|
|Commencement Date||has the meaning given in clause 2.2;|
|Contract||the contract between Curtis Analytics and the Customer for the supply of Services in accordance with this Agreement and in relation to each Scope if more than one Order is placed under this Agreement;|
|Control||shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly;|
|Deliverables||the analysis of the Sample and any other deliverables set out in a Scope to be provided by Curtis Analytics for the Customer;|
|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;|
|Materials||any materials provided by Curtis Analytics to the Customer, save those denoted as Deliverables;|
|Sample||a sample provided by a Customer to Curtis Analytics as part of an Order;|
|Services||amino acid and sugar analysis services in relation to Samples , including any Deliverables, supplied by Curtis Analytics to the Customer as set out in any Scope;|
|Scope||any description or scope of the Services provided in writing by Curtis Analytics to the Customer in response to an Order;|
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- Any phrase introduced by the terms including, include, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- A reference to writing or written includes email.
- Basis of contract
- Each Order constitutes an offer by the Customer to purchase Services in accordance with a Scope and this Agreement.
- An Order shall only be deemed to be accepted when Curtis Analytics issues a Scope in relation to that Order at which point and on which date a Contract shall come into existence in relation to the Scope (the “Commencement Date”).
- Any descriptive matter or advertising, other than the Scope, issued by Curtis Analytics are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
- This Agreement 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.
- Any quotation given in the Scope shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
- Supply of Services
- Curtis Analytics shall supply the Services to the Customer in accordance with the Scope in all material respects.
- Curtis Analytics shall use all reasonable endeavours to meet any performance dates specified in the Scope, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- Curtis Analytics 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 Curtis Analytics shall notify the Customer in any such event.
- Curtis Analytics warrants to the Customer that the Services will be provided using reasonable care and skill.
- Customer’s obligations
- The Customer shall:
- ensure that the terms of the Order and any information it provides to Curtis Analytics for the purposes of drafting the Scope are complete and accurate and specify whether the Order is urgent (for completion within two weeks) or not;
- ensure that all Samples are the samples in relation to which the Customer intends Curtis Analytics to provide the Services;
- co-operate with Curtis Analytics in all matters relating to the Services;
- provide Curtis Analytics , its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Curtis Analytics ;
- provide Curtis Analytics with such information and materials as Curtis Analytics may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
- obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
- comply with all laws and regulations (in any jurisdiction) that apply to sending a Sample to Curtis Analytics in the United Kingdom (or any other country in which Curtis Analytics as agreed to perform the Services) and pay all postage or courier costs; and
- comply with any additional obligations as set out in the Scope.
- If Curtis Analytics’ 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 (a “Customer Default”):
- Curtis Analytics shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays Curtis Analytics ‘s performance of any of its obligations;
- Curtis Analytics shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Curtis Analytics ‘s failure or delay to perform any of its obligations as set out in this clause 2; and
- the Customer shall reimburse Curtis Analytics on written demand for any costs or losses sustained or incurred by Curtis Analytics arising directly or indirectly from the Customer Default.
- The Customer shall:
- Charges and payment
- The Charges for the Services shall be set out a Scope. Any Charges at a discount to Curtis Analytics’ standard rates shall be increased to the standard rates if the Customer fails to pay in on time in accordance with clause 4
- In addition, Curtis Analytics shall be entitled to charge the Customer for any expenses reasonably incurred by any individuals whom Curtis Analytics engages in connection with the 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 Curtis Analytics for the performance of the Services, and for the cost of any materials.
- The Customer shall pay the Charges in advance if the Order is placed online. If the Order is not placed online, Curtis Analytics shall invoice the Customer on completion of the Services or otherwise as set out in a Scope.
- The Customer shall pay each invoice submitted by Curtis Analytics :
- in advance of completion of the Services (in respect of Orders placed online);
- within 30 days of the date of the invoice (in respect of Orders that are not placed online); and
- in full and in cleared funds to a bank account nominated in writing by Curtis Analytics , and
- payment on time shall be of the essence of the Contract.
- All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Curtis Analytics to the Customer, the Customer shall, on receipt of a valid VAT invoice from Curtis Analytics, pay to Curtis Analytics such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
- If the Customer fails to make any payment due to Curtis Analytics 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 cent per annum above NatWest Plc’s 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.
- 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). Curtis Analytics 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 Curtis Analytics to the Customer.
- Intellectual property rights
- All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Curtis Analytics. Curtis Analytics hereby grants to the Customer a free of charge, non-transferable, right and licence to use the Intellectual Property Rights vested in the Deliverables in perpetuity, but only in respect of and for the purposes for which they were created.
- All Materials are the exclusive property of Curtis Analytics.
- Limitation of liability
- Nothing in the Contract shall limit or exclude Curtis Analytics ‘s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
- Subject to clause 1, Curtis Analytics 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:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of damage to goodwill; and
- any indirect or consequential loss.
- Subject to clause 1, Curtis Analytics’ total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with each Contract in relation to a Scope shall be limited to 100% of the total Charges paid under that Contract..
- 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.
- This clause 7 shall survive termination of the Contract.
- Nothing in the Contract shall limit or exclude Curtis Analytics ‘s liability for:
- The Contract shall end on the date set out for its determination in the Scope (if any).
- Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party three months’ written notice.
- 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:
- 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 14 days of that party being notified in writing to do so;
- 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;
- 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
- 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.
- Without limiting its other rights or remedies, Curtis Analytics may terminate the Contract with immediate effect by giving written notice to the Customer if:
- the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
- there is a change of Control of the Customer.
- Without limiting its other rights or remedies, Curtis Analytics may suspend provision of the Services under the Contract or any other contract between the Customer and Curtis Analytics, if the Customer becomes subject to any of the events listed in clause 3(b) to clause 8.3(d) or Curtis Analytics reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
- Consequences of termination
- On termination of the Contract for any reason:
- the Customer shall immediately pay to Curtis Analytics all of Curtis Analytics ‘s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Curtis Analytics shall submit an invoice, which shall be payable by the Customer immediately on receipt;
- the Customer shall return all Materials and any Deliverables which have not been fully paid for. 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 Contract;
- 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
- clauses which expressly or by implication survive termination shall continue in full force and effect.
- On termination of the Contract for any reason:
- 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.
- Assignment and other dealings:
- Curtis Analytics 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.
- The Customer shall not, without the prior written consent of Curtis Analytics, 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.
- Curtis Analytics undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or Curtis Analytics s of the Customer, except as permitted by clause 3(b).
- Curtis Analytics may disclose the Customers confidential information:
- to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out its obligations under the Contract. Curtis Analytics shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the Customers confidential information comply with this clause 3; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- Entire agreement.
- This agreement 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.
- 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 agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- Variation: No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- 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:
- waive that or any other right or remedy; or
- prevent or restrict the further exercise of that or any other right or remedy.
- 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.
- 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.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 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.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- Third parties: No one other than a party to the Contract shall have any right to enforce any of its terms.
- 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.
- 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.