TERMS AND CONDITIONS WHICH GOVERN THE EXHIBITION OF THE MOLEY ROBOTIC KITCHEN AT EXHIBITION SITES THROUGHOUT THE WORLD
In these terms and conditions Moley Services UK Limited a company incorporated in England and Wales under registered number 09348843 whose registered office is at 1 Fleet Place, London EC4M 7WS and its affiliates (is hereinafter as the “Company”);
1.1 The following definitions and rules of interpretation apply to these Terms and Conditions.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: the date that the Exhibition takes Delivery of the Equipment.
Delivery: the transfer of physical possession of the Equipment to the Exhibition at the Site.
Equipment: the prototype Moley Robotic Kitchen, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
Site: the Exhibition’s premises where the Equipment will be exhibited
Display Period: the period of display at the Site
Total Loss: due to the Exhibition’s default the Equipment is, in the Company’s reasonable opinion damaged beyond repair, lost, stolen, seized or confiscated.
Exhibition Holder: the company person or organisation and all affiliates thereof that is holding an exhibition at which the Equipment will be exhibited.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular.
1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.7 A reference to a statute or statutory provision shall include all subordinate legislation made under that statute or statutory provision.
1.8 A reference to writing or written includes fax and e-mail.
1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Equipment Display
2.1 The Exhibition Holder shall display the Equipment at the Site for use at the Site for the purposes of exhibiting the Equipment subject to these terms and conditions.
2.2 The Exhibition Holder shall not, other than in the exercise of its rights under this agreement or applicable law, interfere with the Company’s ownership, use, or property in the Equipment.
2.3 Although the Company shall use its best endeavours to have the Equipment in working condition at all times during the display period the Exhibition acknowledges that as the Equipment is a prototype it may not function as intended and it may not function at all as a robotic kitchen and the Exhibition shall make no claim against the company for nonfunctioning of the equipment.
3. Delivery Installation and Removal of the Equipment
3.1 Delivery of the Equipment shall be made by the Company at the cost of the Exhibition Holder. The Company shall use all reasonable endeavours to effect Delivery by the date and time agreed between the parties. Title to the Equipment shall remain at all times with the Company.
3.2 The Company shall at the Exhibition Holder’s expense install the Equipment at the Site. The Exhibition Holder shall procure that a duly authorised representative of the Exhibition Holder shall be present at the installation of the Equipment. Acceptance by such representative of installation shall constitute conclusive evidence that the Exhibition has examined the Equipment and has found it to be in good condition and fit in every way for display.
3.3 To facilitate Delivery and installation, the Exhibition shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously.
3.4 The Exhibition Holder shall at the end of the Display period provide all access to the Company for the purposes of removing the equipment.
4. Title, risk and insurance
4.1 The Equipment shall at all times remain the property of the Company, and the Exhibition Holder shall have no right, title or interest in or to the Equipment.
4.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Exhibition on Delivery. The Equipment shall remain at the sole risk of the Exhibition Holder during the Display Period and any further term during which the Equipment is in the possession, custody or control of the Exhibition (Risk Period) until such time as the Equipment is redelivered to the Company. During the Display Period and the Risk Period, the Exhibition Holder shall, at its own expense, obtain and maintain the following insurances:
(a) insurance of the Equipment to a value not less than its full replacement value (agreed by the parties to be in the sum of £250,000 comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Company may from time to time nominate in writing;
(b) insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Company may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and
(c) insurance against such other or further risks relating to the Equipment (including public and occupiers’ liability) as may be required by law, together with such other insurance as the Company may from time to time consider reasonably necessary and advise to the Exhibition.
4.3 All insurance policies procured by the Exhibition Holder shall be endorsed to provide the Company with at least twenty (20) days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon the Company’s request name the Company on the policies as a loss payee in relation to any claim relating to the Equipment. The Exhibition Holder shall be responsible for paying any deductibles due on any claims under such insurance policies.
4.4 The Exhibition Holder shall give immediate written notice to the Company in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Exhibition’s possession or use of the Equipment.
4.5 If the Exhibition Holder fails to effect or maintain any of the insurances required under this agreement, the Company shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Exhibition.
4.6 The Exhibition Holder shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Company and proof of premium payment to the Company to confirm the insurance arrangements.
5. Exhibition Holder’s responsibilities
5.1 The Exhibition Holder shall during the term of this agreement: (a) Acknowledge and agree that the equipment is a prototype and will displayed as such
(b) ensure that the Equipment is kept and operated in a suitable environment, used only by persons authorised by the Company and in the presence of a representative of the Company;
(c) take such steps as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained;
(d) make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment;
(e) keep the Company fully informed of all material matters relating to the Equipment;
(f) keep the Equipment at all times at the Site and shall not move or attempt to move any part of the Equipment to any other location;
(g) permit the Company or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter upon the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
(h) not part with control of, sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
(i) not without the prior written consent of the Company, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Exhibition shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify the Company against all losses, costs or expenses incurred as a result of such affixation or removal;
(j) not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Exhibition Holder shall notify the Company and the Exhibition Holder shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Company on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
(k) not use the Equipment for any unlawful purpose;
(l) not to reverse engineer or permit the Equipment to be reverse engineered by any party;
(m) ensure that at all times the Equipment remains identifiable as being the Company’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;
(n) at the cost of the Exhibition deliver up the Equipment at the end of the Display Period or on earlier termination of this agreement at such address as the Company requires, or if necessary allow the Company or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment; and
(o) not do or permit to be done anything which could invalidate the insurances.
5.2 The Exhibition acknowledges that the Company shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Exhibition Holder or its officers, employees, agents and contractors, and the Exhibition Holder undertakes to indemnify the Company on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Exhibition Holder to comply with the terms of this agreement.
6.1 The restrictions on liability in this clause 6 apply to every liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
6.2 Nothing in this agreement limits any liability which cannot legally be limited including but not limited to liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
6.3 This agreement sets forth the full extent of the Company’s obligations and liabilities in respect of the Equipment and its hiring [and sale] to the Exhibition. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Company except as specifically stated in this agreement. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within this agreement, whether by statute, common law or otherwise, is expressly excluded.
6.4 Subject to clause 6.3, neither party shall be liable under this agreement for any: (a) loss of profit;
(b) loss of revenue
(c) loss of business; or
(d) indirect or consequential loss or damage,
in each case, however caused, even if foreseeable.
7.1 Without affecting any other right or remedy available to it, the Company may terminate this agreement with immediate effect by giving written notice to the Exhibition if:
(a) the Exhibition Holder commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of two days after being notified [in writing] to do so;
(b) the Exhibition Holder suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
(c) the Exhibition Holder commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) a creditor or encumbrancer of the Exhibition Holder attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Exhibition’s assets;
(e) the Exhibition Holder suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
8. Consequences of termination
Upon termination of this agreement, however caused the Company’s consent to the Exhibition Holder’s possession of the Equipment shall terminate and the Company may, by its authorised representatives, without notice and at the Exhibition Holder’s expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.
9. Force majeure
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10. Confidential information and Intellectual Property
10.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party [or of any member of the group of companies to which the other party belongs, except as permitted by clause 10.2.
10.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
10.4 The parties acknowledge that all intellectual property in the Equipment (including without prejudice to the generality of the foregoing means copyrights (including rights in computer software), patents, trademarks, trade names, service marks, business names (including internet domain names), design rights, database rights, semi-conductor topography rights, rights in undisclosed or confidential information (such as know-how, design, design for manufacturing, trade secrets and inventions (whether patentable or not)) and all other intellectual property or similar proprietary rights of whatever nature (whether registered or not and including applications to register or rights to apply for registration) which may now or in the future subsist anywhere in the universe in the Equipment belongs to the Company.
10.5 The Exhibition shall not dis-assemble the Equipment or permit any person so to do.
11. Assignment and other dealings
This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
12. Entire agreement
12.1 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.
12.2 Each party acknowledges that in entering into this agreement it does not rely on[, and 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 based on any statement in this agreement.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14. No partnership or agency
14.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
14.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
15. Further assurance
Each party shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.
16.1 This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
16.2 Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) shall take effect as delivery of an executed counterpart of this agreement.
17. Third party rights
17.1 Unless it expressly states otherwise, these terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
17.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or by email at the last known email address that the party giving the notice has. Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;[and]
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am] on the second day after posting [or at the time recorded by the delivery service and
(c) if sent by email], at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 18(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
18.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20. Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
21.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
21.2 If any provision or part-provision of this agreement is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
22. Governing law
This agreement 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.
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 this agreement or its subject matter or formation.
v. 1.0 – July 23, 2020