Standard Terms and Conditions for VBS and BC Investment Team Services to BC Ventures – Published on 7/26/2019
BACKGROUND
- “BC” means BLENHEIM CHALCOT LTF LIMITED, a company registered in England and Wales under company number 05064255 and whose registered office is at Scale Space, 58 Wood Lane, London W12 7RZ
- The Customer is a Blenheim Chalcot company
- “Work Order” means a description of services mutually agreed by BC and the Customer
- “BC Services” means the services that BC will perform as set out in a Work Order agreed between the Customer and BC
- The parties have entered into this Agreement to set out the terms of the provision of the BC Services to the Customer.
NOW IT IS AGREED as follows:
1. Services
1.1 With effect from the date of this Agreement, BC shall provide the BC Services to the Customer on the terms of this Agreement and as specified in the agree Work Order.
1.2 In supplying the BC Services, BC shall:
1.2.1 perform the BC Services with reasonable skill and care; and
1.2.2 comply with all applicable laws, statutes, regulations from time to time in force provided that BC shall not be liable under this Agreement if, as a result of such compliance, it is in breach of any of its obligations under this Agreement.
2. Customer’s obligations
2.1 The Customer shall:
2.1.1 co-operate with BC in all matters relating to the BC Services;
2.1.2 provide for BC, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by BC or any of them; and
2.1.3 provide, in a timely manner, such information as BC may require, and ensure that it is accurate and complete in all material respects.
2.2 If BC’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, BC shall:
2.2.1 not be liable for any costs, charges, or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
2.2.2 be entitled to payment of the Fees despite any such prevention or delay; and
2.2.3 be entitled to recover any additional costs, charges or losses BC sustains or incurs that arise directly or indirectly from such prevention or delay.
3. Remuneration
3.1 BC shall be paid a fee (“Fee”) of an amount agreed in the Work Order (and any applicable VAT thereon), payable monthly in arrears against production of a valid VAT invoice.
3.2 BC shall be entitled to recharge to the Customer all expenses and any third party costs and disbursements properly incurred in the performance of the BC Services.
4. Liability
Save in the case of fraud, the liability of BC to the Customer under this Agreement in any calendar year shall not exceed the aggregate of Fees (net of VAT) paid or payable to it in that calendar year.
5. INTELLECTUAL PROPERTY
5.1 In this clause “Intellectual Property Rights” means 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 now or in the future in any part of the world.
5.2 Each party shall retain all Intellectual Property Rights owned by it at the date of this Agreement and, unless otherwise specified, nothing in this Agreement shall operate to transfer any Intellectual Property Rights.
5.3 BC shall retain all rights in the Intellectual Property Rights created in the course of performing the BC Services. BC grants to the Customer a non-exclusive, non-transferable licence to use the Intellectual Property Rights solely for its own internal business purposes for the term of this Agreement.
6. Term
6.1 This Agreement shall continue until terminated by either party on one month’s written notice to the other.
6.2 Without affecting any other right or remedy available to it, either party to this Agreement may terminate it with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.
6.3 Without affecting any other right or remedy available to it, BC may terminate the Agreement with immediate effect by giving written notice to the Customer if it fails to pay any amount due under the Agreement on the due date for payment.
6.4 On termination, BC shall deliver to the Customer any books, papers and records held by it and relating exclusively to the Customer.
7. General
7.1 This Agreement forms the entire agreement between the parties in relation to its subject matter and supersedes all and any prior agreements in relation to the same, written or otherwise.
7.2 This Agreement may be executed in counterparts, each of which taken together shall form a single agreement.
7.3 This Agreement shall be governed by and construed in accordance with the laws of England and the parties subject to the exclusive jurisdiction of the English courts.