Terms & Conditions

CATAGEN Green Emissions Testing

1. Definitions

"CATAGEN", "we", "us", "our" means Catagen Green Emissions Testing Limited.

"Contract" means the agreement formed under these Terms together with the Quotation.

"Customer", "you", "your" means the purchaser of Services.

"Deliverables" means reports, datasets, certificates of analysis, raw data, tested or aged Materials, and outputs specified in the Quotation.

"Material" means any goods or materials (including catalysts) on which the Services shall be performed by us.

"Quotation" means the quotation, order or estimate given to you in respect of the Services.

"Results" means the results of the performance of the Services and/or Material.

"Services" means catalyst testing, aging, performance analysis, reporting, modelling, and related services to be applied by us to the Material(s), as described in the Quotation.

2. Scope of Services

2.1 The Services shall be as set out in the Quotation.

2.2 Any change to the scope of Services, test conditions, Material, test requirements or timeline must be agreed in writing (email acceptable), may incur extra fees, and 50% of any increased fees shall be payable upfront prior to commencing any such Services.

2.3 Unless a period of time or a date for completion of the Services is specifically stated within the Quotation, we shall perform the Services within a reasonable time and time for completion of the Services shall not be of the essence. On completion of the Services, we shall issue the Results to you in a timely manner.

3. Quotations and Priority of Terms

3.1 Quotations are valid for 30 days unless stated otherwise.

3.2 A binding Contract forms when you issue an order (including a PO) and we confirm acceptance in writing including by email, electronic or portal acceptance, signature, issuing an invoice, or by commencing performance of the Services.

3.3 In the event of conflict, order of precedence is: (1) Quotation, (2) these Terms. Terms contained or referenced on your PO are rejected and do not form part of the Contract unless expressly agreed by us in writing.

4. Payment Terms

4.1 We require upfront payment of 50% of the total Quotation amount, which will be invoiced on Contract acceptance. We reserve the right not to commence any Services until such payment is received.

4.2 Unless otherwise stated in the Quotation, the remaining balance shall be invoiced monthly in arrears in proportion to the Services performed, or upon completion of the Services or any parts of the Services specified in the Quotation, if sooner.

4.3 Invoices are payable in full and in cleared funds within 30 days of the invoice date. Payment shall be made to the bank account nominated by us.

4.4 Fees are non-refundable and exclusive of VAT and other applicable sales taxes unless stated otherwise.

4.5 Any additional work requested outside scope will be chargeable and may extend timelines.

4.6 All sums owing to us under the Contract shall become due and payable immediately on its termination.

4.7 For multi-year engagements, unless prices are otherwise fixed in the Quotation, we may adjust our fees annually on 30 days' written notice, not to exceed the percentage increase in the UK Consumer Price Index over the preceding 12 months plus 3%.

5. Late Payment

5.1 Where any payment is not paid by the due date, such payment shall carry interest at the rate of 8% per annum above Barclays Bank Plc base rate in force from time to time from the due date until the date on which the payment is made, whether before or after judgment. You shall pay the interest together with the overdue amount. In addition, you shall reimburse us for all reasonable costs incurred in recovering overdue amounts.

5.2 If payment is delayed for five business days or more after the payment due date, we may suspend all Services until payment has been made.

5.3 If payment is not received within 14 working days of the payment due date, we may terminate the Contract immediately by written notice and your test slot may be made available to other third parties. In such circumstances, you will be liable to pay the cancellation fees that would have been payable under clause 6.3 if you had cancelled the Contract on the date of termination. Such payment is without prejudice to our right to recover any other sums due under the Contract or any additional losses suffered.

6. Rescheduling, Cancellation and Termination

Rescheduling

6.1 Requests by you to reschedule Services must be made at least one month in advance of the agreed Services commencement date.

6.2 Where the Services commencement date is postponed at your request:

• (a) by more than one month from the original commencement date, an additional non-refundable payment equal to 10% of the total Quotation amount shall become immediately due;
• (b) by more than two months from the original commencement date, an additional non-refundable payment equal to 20% of the total Quotation amount shall become immediately due;
• (c) by more than three months from the original commencement date, an additional non-refundable payment equal to 30% of the total Quotation amount shall become immediately due.

Any such payments shall be credited against the total Contract price.

Cancellation

6.3 If the Customer cancels the Services, it shall pay the following cancellation fees in addition to such amounts as are already paid, and/or are due and payable (and if already paid, such amounts shall not be refundable):

• (a) cancellation between 2 and 4 weeks before commencement: 20% of the total Quotation amount;
• (b) cancellation less than 2 weeks before commencement or at any time during performance of the Contract (or scheduled performance): the entire remaining unpaid total Quotation amount.

Cancellation fees represent a genuine pre-estimate of our losses including reserved test facility capacity and preparatory work. This clause 6.3 applies to cancellation or termination by you other than for Catagen's material breach.

Termination

6.4 Either party may terminate the Contract with immediate effect by written notice if the other party: (i) commits a material breach of the Contract and (if such breach is capable of remedy) fails to remedy that breach within 14 days of being notified in writing to do so; or (ii) becomes insolvent, enters administration or liquidation, or ceases to trade.

6.5 Termination shall be without prejudice to any accrued rights or remedies.

7. Customer Responsibilities

7.1 Unless otherwise agreed in the Quotation, you shall be responsible for and shall bear the risk of delivery of any Materials to us. You shall provide Materials that are clearly labelled, securely packaged and accompanied by required documentation.

7.2 You are solely responsible for ensuring Materials are safe, legal to ship, and comply with applicable regulations.

7.3 You warrant that all information supplied about Materials is materially accurate and complete. You agree to provide such further information as is reasonably requested by us for the performance of the Services.

7.4 We may refuse Materials that are unsafe, insufficiently labelled, poorly packaged, damaged or materially different to those stated in the Quotation.

7.5 You will comply with all applicable export control and sanctions laws.

8. Return or Disposal of Materials

8.1 Unless otherwise agreed in a Quotation or in writing with us, you will collect Materials as soon as reasonably practicable after completion of the Services. Risk in the Materials shall pass to the Customer upon collection by you or your carrier. Where we agree in writing to return the Materials to you, we shall use a reputable method of carriage and risk in the Materials shall pass to you on collection by the carrier appointed to deliver the Materials. We shall not be liable for delivery delay caused by the carrier, a force majeure event or your failure to provide adequate delivery instructions. Costs of carriage shall be borne by you unless otherwise stated in the Quotation.

8.2 We shall have no obligation to store Materials for more than 30 days following completion of the Services unless otherwise agreed in writing. After the expiry of such 30 day period, we may return or dispose of the Materials at our discretion, and we shall cease to have any responsibility for such Materials. Storage of Materials for more than 30 days shall incur a storage charge.

9. Test Methods and Deviations

9.1 Testing will follow methods and standards described in the Quotation.

9.2 We may make minor procedural adjustments consistent with good practice where necessary for safety, operability, or quality.

10. IP, Data Ownership and Use

10.1 You retain ownership of all Materials supplied.

10.2 Subject to payment in full, you shall own the Results specific to its Materials. You grant us a non-exclusive, perpetual licence to use the Results and data for internal research, benchmarking and service improvement.

10.3 We retain ownership of all background IP, methodologies, know-how, test rigs, models, analytical tools and all data generated, collected, recorded or captured through the operation, monitoring, testing, maintenance or servicing of any Catagen equipment, including process logs, telemetry, sensor outputs, alarms, event logs, performance metrics, run history, emissions measurements, maintenance records and operating parameters, excluding your Confidential Information.

10.4 Without limiting clause 10.3, we shall own all intellectual property rights in any improvements, modifications, developments, enhancements, configurations, software changes, processes, techniques, inventions, discoveries or know-how conceived, developed or arising in the course of performing the Services, including any learnings, insights or experience gained by us and any modifications or improvements made by us to our equipment, machines, systems, software, tools or methodologies in order to perform the Services.

10.5 Neither party shall reverse-engineer, copy, replicate, modify, create derivative works of, or disassemble any intellectual property, trade secrets, proprietary technology, equipment, systems, software, or proprietary designs or methods owned, licensed or used by the other party without that party's prior written consent.

10.6 Nothing in the Contract transfers to you any intellectual property rights in our background intellectual property or any improvements or developments referred to in clause 10.4.

11. Warranties and Disclaimers

11.1 We warrant we will perform Services with reasonable care and skill consistent with industry practice and using appropriately qualified and trained or supervised personnel.

11.2 EXCEPT AS STATED, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11.3 Catalyst performance is influenced by many factors; we do not guarantee scale-up performance, commercial performance, or fitness for a particular purpose.

11.4 All Services shall be carried out on the Material as supplied by you and we accept no liability for the state or condition of any Material supplied.

11.5 We accept no liability for your failure to correctly sample or sample handle the Material in a sufficiently timely manner to prevent degradation of the Material.

11.6 We shall have no liability if you prevent, delay or hinder us from providing any part of the Services.

11.7 We are not responsible for your use of the Results, or any product relying on the Results. The Results are provided for your internal evaluation purposes only unless otherwise agreed in writing.

11.8 Following completion of the Services, it is your responsibility to conduct appropriate vehicle and/or engine testing and validation of the aged catalyst under real-world operating conditions prior to commercial use or regulatory submission.

11.9 The Results relate solely to the specific test conditions set out in the Quotation and do not constitute confirmation of in-vehicle or in-engine performance. We shall have no liability for any loss, damage, cost or claim to the extent that such loss arises from your failure to carry out reasonable vehicle or engine testing and validation, or for matters that would reasonably have been identified through such testing.

12. Limitation of Liability

12.1 Nothing in the Contract shall exclude or restrict our liability (i) for death or personal injury resulting from our negligence; or (ii) for any matter which it would be unlawful for us to exclude or limit our liability; or (iii) for fraud or fraudulent misrepresentation.

12.2 WE SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR: (a) LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF OPPORTUNITY OR LOSS OF GOODWILL; (b) ANY LOSS ARISING FROM DELAY IN THE PERFORMANCE OR DELIVERY OF THE SERVICES OR RESULTS; (c) ANY THIRD-PARTY CLAIMS, PENALTIES, LIQUIDATED DAMAGES OR SIMILAR PAYMENTS INCURRED BY YOU; OR (d) ANY INDIRECT OR CONSEQUENTIAL LOSS, ARISING UNDER OR IN CONNECTION WITH THE CONTRACT.

12.3 SUBJECT TO CLAUSES 12.1 AND 12.2, OUR TOTAL LIABILITY TO YOU IN RESPECT OF (A) LOSS OR DAMAGE TO MATERIALS SHALL NOT EXCEED THE LESSER OF (I) THE REPLACEMENT COST OF THE MATERIALS OR (II) THE FEES PAID OR PAYABLE FOR THE SERVICES AS SET OUT IN THE RELEVANT QUOTATION; (B) ALL OTHER LOSSES ARISING UNDER OR IN CONNECTION WITH THE CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE SERVICES AS SET OUT IN THE RELEVANT QUOTATION.

12.4 We shall maintain appropriate levels of professional indemnity and public liability insurance.

13. Confidentiality

13.1 Confidential Information means all information disclosed by or on behalf of a party in connection with the Contract that is designated as confidential or that ought reasonably to be considered confidential, including business, financial, technical, product and roadmap information, IPR, trade secrets, Materials, and the terms of the Quotation.

13.2 Each party shall: (a) keep the other party's Confidential Information confidential; (b) not disclose it to any third party other than its affiliates except as permitted by the Contract or with the written consent of the other party; and (c) subject to clause 10, use it only as necessary to perform or receive the Services.

13.3 Exclusions. Confidential Information does not include information that: (a) is or becomes public other than through breach of the Contract; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation; or (d) is independently developed without reference to the disclosing party's Confidential Information.

13.4 Return and Survival. Upon termination, each party shall, upon request, return or destroy the other party's Confidential Information, except that a party may retain copies as required by law or for archival purposes, subject to continuing confidentiality obligations. This clause 13 survives termination.

14. Force Majeure

Neither party is liable for any delayed, partial or total non-performance of the Services caused by events beyond its reasonable control (e.g. acts of God, utility outages, fire, flood, pandemics). If the event continues for more than 60 days either party may terminate the Contract.

15. Subcontracting

We may use subcontractors in performing the Services, provided we remain responsible for their performance.

16. Governing Law and Dispute Resolution

16.1 This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it are governed by and construed in accordance with the laws of England and Wales.

16.2 The courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract.

17. Notices

17.1 Any notice given under or in connection with the Contract shall be in writing and shall be delivered by hand, sent by pre-paid first class post (or other next working day delivery service), or sent by email to the address of the relevant party as set out in the Quotation or otherwise notified in writing for such purpose.

17.2 A notice shall be deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by pre-paid post or other next working day delivery service, at 9.00am on the second Business Day after posting; (c) if sent by email, at the time of transmission, provided that no automated delivery failure notification is received by the sender.

18. Entire Agreement

This Contract constitutes the entire agreement between the parties and supersedes all prior discussions and agreements relating to its subject matter.