Terms And Conditions


    • 1.1 In these conditions the following expressions will have the following meaning unless inconsistent with the context:

Affiliates” means any corporation or other entity which is directly or indirectly controlling, controlled by or under common control with a Party hereto for so long as such control exists.  For these purposes, “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding shares or other voting rights of the subject entity having the power to vote on or direct affairs of the entity, or if not meeing the preceding, the maximum voting rights that may be held by the particular Party under the laws of the country where such entity exists;

Background IP” means all Intellectual Property Rights owned by or licensed to a Party on or prior to the effective date of the Contract of Sale or which is developed or generated by a Party during the term of the Contract of Sale otherwise than in connection with the Services;

Company” means the client whose Order for Services is accepted by Sygnature;

Company Materials” means all compounds, chemicals, materials, samples and substances to be provided by the Company (in reasonably sufficient quantities in order to carry out the Services) and as specified in the Proposal together with data, information, advice and analyses concerning such compounds, materials, samples and substances as the Company may have in its possession or control concerning their stability and their storage, handling and safety requirements (including the material safety data sheet) and as may be required by applicable law, rule or regulation;

Conditions” means these Standard Terms and Conditions of Sale together with any special terms agreed in writing between Sygnature and the Company as specified in the Proposal;

Confidential Information” means, in respect of a Party, all information of a confidential or proprietary nature, including without limitation, trade secrets, business methods, techniques, processes, formulation, technical data, information concerning the Disclosing Party’s products, services, customers, clients and suppliers and all other information disclosed by Disclosing Party (in each case whether oral, written, photographic, electronic, magnetic or otherwise) which the Receiving Party knew or ought reasonably to have known to be confidential concerning the business or affairs of the Disclosing Party disclosed on, after, or prior to, the Service commencement date;

Contract of Sale” means the contract between Sygnature and the Company for the sale and supply of the Services formed in accordance with Condition 2, which, for the avoidance of doubt, shall include the Proposal;

Data Protection Legislation” means (i) unless and until the General Data Protection Regulation (EU) 2016/679 (the “GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018;

Deliverables” means all results of the Services as specified in the Proposal (including reports, results, outputs, target compounds, samples, materials, conclusions and recommendations);

Disclosing Party” means a Party disclosing Confidential Information to the other Party;

FTE” means a full-time scientific person dedicated to the Services (or in the case of less than a full-time dedicated scientific person, a full-time equivalent) in each case shall be based upon a total of at least forty-five (45) weeks (or one thousand six hundred and eighty-seven (1,687) hours) per year of scientific work carried out by an employee of Sygnature;

FTE Fees” means the fees payable in respect of the FTEs engaged in the Services as specified in the Proposal;

Intellectual Property Rights” means all rights in patents, rights to inventions, know-how, copyright and related rights, trademarks, 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;

Order” means the order made by the Company confirming acceptance of Sygnature’s Proposal;

Party” means a party to the Contract of Sale and “Parties” means both of them;

Proposal” means Sygnature’s proposal or quotation (if any) for the provision of the Services;

Receiving Party” means a Party receiving Confidential Information from the other Party;

Retention Period” means a period of six (6) months following the completion of the Services or any other period as may be specified in the Proposal, which may include medicinal chemistry, computational sciences and informatics, bioscience (in vitro biology and screening), in vitro DMPK, protein crystallography and in vivo pre-clinical services;

Services” means the services detailed in the Proposal which Sygnature provides to the Company;

Sygnature” means Sygnature Discovery Limited (Company No. 05210563), a limited liability company registered in England and Wales, whose registered office is at The Discovery Building, BioCity, Pennyfoot Street, Nottingham, Nottinghamshire, NG1 1GR, United Kingdom;

VAT” means value added tax or any equivalent tax chargeable in the United Kingdom or elsewhere; and

Working Days” means any day other than a Saturday or Sunday, or a public bank holiday in England and Wales.

  • 1.2 The headings in these Conditions are for convenience only and will not affect their construction or interpretation. 
    • 2.1 Subject to Condition 2, these Conditions, the Proposal and the Order are the only conditions upon which Sygnature is prepared to deal with the Company and they shall govern the Contract of Sale to the entire exclusion of any other express or implied conditions including any terms and conditions that the Company purports to apply under any Order, confirmation of Order or similar document and supersedes any prior promises, representations, undertakings or implications.
    • 2.2 These Conditions may only be modified by a variation in writing signed on behalf of Sygnature and the Company by duly authorised representatives and no other action on the part of Sygnature shall be construed as an acceptance of any other condition.
    • 2.3 Commencement of the performance of the Services will be deemed conclusive evidence of the Company’s acceptance of these Conditions.
    • 2.4 Each Order or acceptance of a Proposal for Services shall be deemed to be an offer by the Company to purchase the Services on these Conditions. No contract shall be concluded until Sygnature despatches an acknowledgment of the Order to the Company. Unless otherwise specified in the Proposal, any Proposal in whatever form given to the Company is given subject to these Conditions and shall be valid for thirty (30) days from its date, unless previously withdrawn by Sygnature.
    • 2.5 During the term of the Contract of Sale, Sygnature and the Company will each perform their respective obligations as set out in the Contract of Sale. In the case of any conflict between these Conditions and the Proposal, these Conditions shall prevail, unless otherwise explicitly referred to in the Proposal. 
  2. FEES
    • 3.1 The fees of the Services shall be the fees stipulated on the Proposal.
    • 3.2 Sygnature reserves the right to increase the fees to reflect any increase in cost to Sygnature due to changes to the Proposal requested by the Company after the making of the Contract of Sale.
    • 3.3 Unless stated otherwise, all fees exclude VAT, any other applicable sales tax and expenses, which shall be charged in addition. VAT shall be due at the rate falling on the day of a VAT invoice. Expenses and third party costs shall be incurred on the basis of prior agreement with the Company. 
    • 4.1 Payment of the all amounts due under the Contract of Sale shall be due in the currency specified in the Proposal within thirty (30) days of the date of a valid invoice (unless otherwise stated by Sygnature) and time for payment shall be of the essence. No payment shall be deemed to have been made until Sygnature has received cleared funds.
    • 4.2 Without prejudice to any other right or remedy, if the Company fails to make any payment under the Contract of Sale, then Sygnature may charge the Company interest (both before and after judgement) on the amount unpaid at the annual rate of three (3) per cent above the Bank of England’s rate from time to time until payment is made in full and Sygnature shall be entitled to suspend the performance of the Services until the outstanding amount has been received by Sygnature from the Company.
    • 4.3 Any complaint by the Company relating to an invoice must be notified by the Company to Sygnature in writing within fourteen (14) days of the date of the invoice. The Company shall pay such amount of the invoice in question that is not disputed, but shall be entitled to withhold the disputed amount until resolution of the dispute in question.  The Parties shall use all reasonable endeavours to resolve the dispute within thirty (30) days of the dispute arising.
    • 4.4 All payments to be made by the Company will be made in full without any set off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature. 
    • 5.1 The Company will provide Sygnature with the Company Materials delivered to Sygnature’s facility free of charge. All other materials, equipment, facilities and labour required to perform the Services shall be supplied by Sygnature, unless specifically stated to the contrary in the Proposal.
    • 5.2 The Company retains all right, title and interest in and to the Company Materials. Nothing in the Contract of Sale shall be construed to grant or imply any right or licence to use, make or sell the Company Materials for any purpose other than as expressly permitted herein. The Company shall be free, without restriction, to distribute the Company Materials to others and use them for its own purposes. In accordance with the Company’s instructions, Sygnature will, at the Company’s expense, either promptly return to the Company or otherwise safely dispose of any quantities of the Company Materials remaining after completion of the Services, or on the expiration or earlier termination of the Contract of Sale to which they relate, and will certify such disposition in writing.
    • 5.3 Where the Company reasonably considers that any new information or change in information already provided to Sygnature in relation to the Company Materials is material to the provision of the Services, the Company shall inform Sygnature in writing of such new information or change to information already provided.
    • 5.4 Sygnature shall be entitled to rely upon and assume, without independent verification, the accuracy and completeness of all information that has been furnished to Sygnature by or on behalf of the Company in connection with the Company Materials, and Sygnature shall have no obligation to verify the accuracy or completeness of any such data and information. 
    • 6.1 All Deliverables provided to the Company by Sygnature are provided by Sygnature in good faith and on the basis of the information available to Sygnature at that time such Deliverables are provided, whether such information is obtained from the Services or from the public domain.
    • 6.2 Sygnature will prepare and maintain complete and accurate records and data relating to the Services (including raw data and electronic laboratory notebooks) and samples of the target compound (if applicable) and will maintain and store such records, data and target compound for the Retention Period. At the end of the Retention Period (or earlier, if requested by the Company in writing), copies of all such records, data and target compound will, at the Company’s option and expense, either be transferred to the Company (or its nominee) or destroyed. After the end of the Retention Period, Sygnature shall have no further obligation under this Condition 2.
    • 6.3 Notwithstanding the provisions of Condition 2, Sygnature will store any biological materials and samples, Company Materials and/or reagents purchased by Sygnature on behalf of the Company for a period of thirty (30) days after the completion of the Services and the submission of the associated report or, if earlier, the expiry or termination of this Contract of Sale. Upon completion of the aforementioned retention period, such biological materials, samples, Company Materials and/or reagents will, at the Company’s option and expense, be either transferred to the Company (or its nominee), destroyed by Sygnature, stored by Sygnature for an extended period of time or retained by Sygnature. 
    • 7.1 Sygnature warrants that it will perform the Services (i) in accordance with the terms of the Contract of Sale (including any protocol enclosed to or referenced in the Proposal); (ii) exercising all reasonable skill and care, in a professional manner and in accordance with industry standards and the conditions and warranties as to care and skill and quality of service implied by the Supply of Goods and Services Act 1982, (iii) in a timely manner; (iv) in compliance with all applicable laws, rules and regulations; (v) without, to its knowledge, breaching any third party Intellectual Property Rights; and (vi) utilising appropriately skilled and experienced personnel.
    • 7.2 The Company acknowledges that the Proposal is a research or development Proposal and, save as expressly set out herein or the Proposal, no condition, warranty or representation, express or implied, is given as to the Deliverables or performance, or results obtained or to be obtained from the Proposal. Sygnature does not warrant that the Deliverables will be acceptable to any regulatory or other governmental agency to which they are presented or that they will enable the Company to develop, market or otherwise exploit the Company Materials. The Company shall not use the Deliverables for testing or evaluation on or in human beings.
    • 7.3 To the extent permitted by law, all other conditions, warranties or obligations whether expressed or implied by statute common law or otherwise and not specifically set out in the Contract of Sale are excluded. 
    • 8.1 Where the Work Order is terminated, the Company  shall (a) pay Sygnature for all Services performed in accordance with such Work Order; and (b) reimburse Sygnature for all reasonable and necessary expenses to which Sygnature has committed in performing those Services and which cannot be cancelled. In addition, the Company shall pay Sygnature an amount equal to twenty-five (25) percent of the Fees that would otherwise have been payable by the Company under the Work Order in force at the time of termination. All cancellations must be confirmed in writing within one  (1) month .
    • 8.2 Either Party may terminate the Contract of Sale immediately if the other: a) is in material breach of the Contract of Sale and fails to remedy such breach within fiften (15) Working Days of written notice from the other Party; b) has a receiver, manager or administrative receiver appointed over all or any parts of its undertaking, asset or income; c) has passed a resolution for its winding-up; d) has a petition presented to any court for its winding-up; e) has a provisional liquidator appointed; or f) has an administrator appointed in respect of it or is the subject of an application for administration filed at any court or a notice of appointment of an administrator filed at any court or a notice of intention to appoint an administrator given by any person or is subject of a notice to strike off the register at Companies House. 
    • 9.1 The Receiving Party shall keep secret all Confidential Information and shall not at any time (during the course of the Contract of Sale and for a period of five (5) years after its expiry or termination for whatever reason terminated) use the Confidential Information for its own, or another’s, advantage. The Receiving Party shall not reveal the Confidential Information to any person other than in the course of the Contract of Sale to officers, employees, advisers or contractors of the Receiving Party (or any of its Affiliates) who have a right or need to know and who are bound by obligations of confidentiality no less restrictive than those in the Contract of Sale.
    • 9.2 The Receiving Party shall use all reasonable endeavours to prevent the publication or disclosure of any of the Confidential Information. The obligations contained in this Condition 9 shall not apply to any information which: (i) on or at any time after the effective date of the Contract of Sale comes into the public domain other than through a breach of the Contract of Sale by the Receiving Party; (ii) can be shown by the Receiving Party to the reasonable satisfaction of the Disclosing Party to have been known by the Receiving Party, other than under confidentiality, prior to it being disclosed by the Disclosing Party; (iii) subsequently comes lawfully into the possession of the Receiving Party from a party who has not derived it directly or indirectly from the Disclosing Party and who is rightfully in possession of such Confidential Information and who is not bound as to its use or disclosure by an obligation of confidence or secrecy to the Disclosing Party; (iv) can be shown by the Receiving Party to the reasonable satisfaction of the Disclosing Party to have been developed independently by the Receiving Party; or (v) the Disclosing Party gives its written consent to Receiving Party to its being disclosed.
    • 9.3 In the event that the Receiving Party is required to disclose some, or all, of the Confidential Information by any applicable law, rule or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction, or (b) is required to disclose all or some of the Confidential Informationby the regulations of any recognised investment exchange or the Panel on Takeovers and Mergers or other regulatory organisation; the Receiving Party shall (a) limit such disclosure to what is strictly required; (b) keep the Discloser informed of the extent and nature of such disclosure; and (c) use all reasonable endeavours to ensure that the party to whom the Confidential Information is dislcosed is fully aware of the confidential obligations and, where possible, procure an equivalent obligation of confidentiality from any such party.
    • 9.4 The Disclosing Party warrants that so far as it is aware, it has the right to disclose the Confidential Information to the Receiving Party and the right to authorise the Receiving Party to use the same in accordance with the terms of the Contract of Sale. 
    • 10.1 Sygnature acknowledges and agrees that all Intellectual Property Rights (including Deliverables and improvement to the Company Materials) made, originated or developed by Sygnature in carrying out the Services shall (unless otherwise specified in the Proposal) belong to and vest in the Company. The Company shall be responsible for the preparation, filing and prosecution of any patent applications relating to the relevant Intellectual Property Rights and shall, where appropriate, name Sygnature or its relevant employee as an inventor in any registration of the same. Sygnature hereby assigns and shall assign to the Company all its right, title and interest in and to such Intellectual Property Rights and further agrees in each case and at the Company’s expense to (i) assist the Company in connection with any application for registration of such Intellectual Property Rights and (ii) do all such acts and things as are reasonably necessary or desirable in connection with any such assignment or assistance.
    • 10.2 The Company will be responsible for the proper adaptation of the Deliverables to the Company’s own circumstances. Sygnature cannot and does not warrant that the Deliverables will be outside the scope of any third party intellectual property rights.
    • 10.3 All Background IP shall be and remain the property of the Party owning it on the effective date of the Contract of Sale. No licence to use any Background IP is granted or implied by the Contract of Sale except (i) each Party grants to the other Party a royalty-free, non-exclusive licence to use its Background IP for the purpose of carrying out the Services and (ii) Sygnature hereby grants to the Company a royalty-free, non-exclusive licence (which shall be sub-licensable to the Company’s Affiliates and to the Company’s research and development partners) to use Sygnature Background IP to enable the Company to use and exploit the Deliverables. 
    • 11.1 Under no circumstances shall either Party use the name of the other Party, or any of its personnel, for promotion of literature, or advertising, without the prior written permission and approval of said Party (such permission not to be unreasonably withheld or delayed).
    • 11.2 In addition, Sygnature shall not disclose, present, disseminate, distribute or produce any publications with respect to the Services or Confidential Information without Company’s prior written consent. Sygnature will provide the Company with thirty (30) days written notice prior to any publication, presentation or other disclosure relating to the Services, or Confidential Information, during which time the Company shall have the opportunity to review that portion of the publication or other disclosure involving its Confidential Information and to require removal of any references thereto or delay of such publication. 
    • 12.1 Both Parties shall ensure that it complies with the requirements of the Data Protection Legislation and any regulatory requirements in force from time to time relating to the use of personal data, including, without limitation, the Data Protection Act 2018. For the purposes of the Data Protection Legislation, the Company is the data controller and Sygnature is the data processor.
    • 12.2 Sygnature, as data processor of personal data, shall (a) act only on the reasonable written instructions of the Company; (b) not disclose personal data to any third parties other than employees and sub-contractors to whom such disclosure is reasonably necessary to carry out the Services or to the extent required under a court order; and (c) establish and maintain appropriate security measures to prevent unauthorised use or accidental loss or destruction or damage and shall ensure the reliability of staff having access to Personal Data. 
    • 13.1 Nothing in the Contract of Sale shall limit or exclude the Parties’ liability for (i) death or personal injury caused by its negligence, or the negligence of its employees, or subcontractors; (ii) fraud or fraudulent misrepresentation; or (iii) 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.
    • 13.2 Subject to Condition 1, neither Party shall be liable to the other Party (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any loss of profits, loss of sales, loss of turnover, loss of or damage to business, loss of or damage to reputation, loss of contracts, loss of customers, wasted management or other staff time, losses or liabilities under or in relation to any other contract or otherwise, for any indirect, special or consequential loss arising under or in connection with the Contract of Sale.
    • 13.3 Given the collaborative research nature of the Service, in the case of either breach of the Contract of Sale or negligence by either Party, the breaching Party shall not be liable to pay to the other party any amount in excess of the sum equal to the Fees invoiced and paid pursuant to the Contract of Sale in the twelve (12) months immediately prior to the date the default occurred or first occurred (by way of damages for loss or damage incurred by the other Party) and the Parties accept that such a limitation is reasonable in all the circumstances.
    • 13.4 Each Party (the “Indemnitor”) will defend, indemnify and hold harmless the other Party, its officers, directors, employees, sub-licensees, and customers (the “Indemnitees”) from and against any and all losses, liabilities, damages, expenses and costs (including reasonable attorney’s fees) (the “Losses”) resulting from third party claims, demands, suits or proceedings arising out of the Indemnitor’s actual material breach of the Contract of Sale or its negligence, recklessness or wilful misconduct in the course of activities carried out in connection with the Contract of Sale (save to the extent that any such Losses were caused or contributed to by the Indemnitees). Each Party will notify the other Party promptly upon learning of a claim, demand, suit, or proceeding that might give rise to a Loss, and the Indemnitor may control defence and settlement thereof provided it does so diligently, in good faith, and using reasonably experienced counsel with expertise in the relevant field. The Indemnitees will reasonably cooperate in such defence and/or settlement at the Indemnitor’s request and expense and may participate at its own expense using its own counsel and shall not incur any liabilities or obligations for the Indemnitees without the Indemnitees’ prior written consent.
    • 13.5 On any breach of the Contract of Sale becoming apparent to the Company, Sygnature shall be afforded a reasonable time and opportunity to remedy such default or to mitigate its effects on the Company, including any losses for which the relevant Party is entitled to bring a claim against the other Party pursuant to the indemnities in this Agreement. 
    • 14.1 Sygnature shall be deemed not to be in breach of the Contract of Sale or otherwise liable to the Company in any manner whatsoever for any failure or delay or for the consequences of any failure or delay in performing its obligations due to any cause which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of Sygnature including, without limitation, failure of a utility service or transport network, strikes, lockouts, or other industrial disputes (in each case not involving the workforce of Sygnature), protests, act of God, war or national emergency, an act of terrorism or armed conflict, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, explosion, earthquake, tsunami, flood, storm, pandemic, epidemic, sonic boom, or default of suppliers or sub-contractors. 
    • 15.1 Both Parties shall not engage in any activity, practice or conduct which would constitute either: (i) a UK tax evasion or a tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or (ii) foreign tax evasion or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.
    • 15.2 Both Parties shall have and maintain in place throughout the Term such policies, procedures and good practices as are both reasonable to prevent tax evasion and the faciliation of tax evasion by themselves and/or another person connected to them and to ensure compliance with Clause 15.1.
    • 15.3 The Parties warrant and represent that, to their knowledge, neither they nor any of their officers, employees or other persons associated with them have been convicted of any offcence involving tax evasion or the facilitation of tax evasion or have been or are the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence concerning tax evasion or the facilitation of tax evasion.
    • 15.4 Breach of this Clause 15 shall be deemed a material breach under Clause 8.2. 
    • 16.1 Any notice to be served under this Agreement by the company (not being day-to-day communications) shall be made in the English language and be delivered to the e-mail address contracts@sygnaturediscovery.com. If the Company wishses to delivered by hand, courier or sent by UK guaranteed post to the Party’s address Sygnature Discovery, Bio City, Pennyfoot St, Nottingham NG1 1GR.
    • 16.2 Any notice to be served under this Agreement by Sygnature ( not being day-to-day communications) shall be made in the English language and be delivered by hand, courier or sent by UK guaranteed post to the Party’s address.
    • 16.3 Any notice shall be deemed to have been duly received: (i) if delivered by hand or by courier, when left at the address referred to in this Clause on a Business Day; or (ii) if sent by UK guaranteed post at 9.00 am on the second Business Day after posting; or (iii) if sent by e-mail at the time of transmission on a Business Day. 
    • 17.1 The Company shall provide Sygnature with all information reasonably required to enable Sygnature to provide the Services.
    • 17.2 The Company shall be responsible for procuring all necessary permissions, consents, rights and licences from third parties in respect of the Company Materials to enable Sygnature to provide the Services.
    • 17.3 Each right or remedy of Sygnature under the Contract of Sale is without prejudice to any other right of remedy of Sygnature whether under the Contract of Sale or not.
    • 17.4 Any provision of the Contract of Sale which is held by any competent authority to be invalid, void, voidable or unreasonable (in whole or in part) shall to the extent of such validity, voidness, voidability, unenforceability or unreasonableness be deemed to be severable and the other provisions of the Contract of Sale and the remainder of such provisions shall not be affected.
    • 17.5 Failure or delay by either Party to enforce or partially enforce any provision of the Contract of Sale shall not be construed as a waiver of any of its rights under the Contract of Sale.
    • 17.6 A waiver by either Party of any breach of the Contract of Sale by the other Party shall not be construed as a waiver of any subsequent breach of the same or any other provision.
    • 17.7 Synature’s relationship with the Company will be that of an independent contractor, nothing in this Contract of Sale shall constitute either Party as the agent of the other Party, and neither Party shall have any right or power to contract on behalf of or bind the other Party in any way in realtion to third parties. Nothing in this Contract of Sale shall constitute a partnership, a joint venture, or employer-employee relationship between the parties.
    • 17.8 Neither Party shall assign, licence or sub-contract all or any part of its rights or obligations under the Contract of Sale without the other Party’s prior written consent (such consent not to be unreasonably withheld or delayed).
    • 17.9 The Parties to the Contract of Sale do not intend that any of the Conditions will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to the Conditions.
    • 17.10 The formation, construction, performance, validity and all aspects of the Contract of Sale are governed by English law and the Parties submit to the exclusive jurisdiction of the English courts.