Terms and conditions

General Terms and Conditions

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours between 08:00 and 17:30 on any Business Day.

Conditions these terms and conditions as amended from time to time.

Exeter Science Park Exeter Science Park Limited registered in England and Wales with company number 06828415, with the registered office of 6 Babbage Way, Science Park, Clyst Honiton, Exeter, EX5 2FN.

Park the office space, including all communal areas and to include external spaces as operated and made available for use by Exeter Science Park.

Platform the online software platform and downloadable application called Nexudus available for Tenants to use the Services and gain access to the Park.

Services the provision of the facilities, office and meeting space by Exeter Science Park for the Tenant to book and use.

Website www.exetersciencepark.co.uk.

1.2 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 all subordinate legislation made under that statute or statutory provision.

1.3 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.

1.4 A reference to writing or written includes email but not fax.

2. BASIS OF CONTRACT & SUPPLY OF SERVICES

2.1 Any descriptive matter or advertising issued by Exeter Science Park, and any descriptions or illustrations are issued or published for the sole purpose of giving an approximate idea of the Services described. They shall not form part of these Conditions or have any contractual force.

2.2 These Conditions apply to the exclusion of any other terms that the Tenant seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.3 Exeter Science Park shall supply the Services to the Tenant in accordance with these Conditions in all material respects.

2.4 Exeter Science Park reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services and Exeter Science Park shall notify the Tenant in any such event.

2.5 Exeter Science Park warrants to the Tenant that the Services will be provided using reasonable care and skill.

3. ACCESS TO THE PARK

3.1 All access to the Park must be made via the Platform.

3.2 The Park has limited parking spaces with four disabled spaces outside the main entrance to the Park, two electric car charge points and bicycle storage areas. The car park has a barrier which is operated using a number plate recognition system between 07:00 and 17:30. Outside these times it is opened by pressing button marked ‘Exeter Science Park’ and stating the company that is being visited.

3.3 All visitors, including Tenants, are required to sign the visitor book upon entrance to the Park in case of any incident that requires evacuation of the Park. The visitor book is found on the reception desk.

3.4 The main area of the Park is a public area where there is a conference area, café and toilets that can be accessed by all visitors to the Park. All other areas of the Park are secure and access will be granted to Tenants via the Platform.

3.5 Lifts are secure and access will be granted via the Platform, the lifts can hold a maximum of 10 people.

3.6 If the Tenant wishes to access the Park outside of Business Hours the Platform will provide information on how this can be facilitated.

3.7 Smoking is strictly prohibited throughout the Park building; this includes but is not limited to electronic cigarettes or any product that creates vapour or smoke as a by-product. There is a designated smoking area where smoking must be confined to.

4. TENANT’S OBLIGATIONS

4.1 The Tenant will be responsible for:

4.1.1 every visitor they invite to the Park and will explain where all fire exits and assembly points are;

4.1.2 securing the building when leaving;

4.1.3 their own postal arrangements and setting up all accounts with Royal Mail/a postal service;

4.1.4 co-operating with Exeter Science Park in all matters relating to the Services;

4.1.5 obtaining and maintaining all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

4.1.6 recycling their waste where possible by using the allocated recycling bins throughout the Park;

4.1.7 for keeping all kitchenette areas clean and tidy. The tenant must provide their own tea, coffee and milk for the kitchenette areas and any items left in the fridges after 5pm on a Friday each week, will be removed and disposed of;

4.1.8 for leaving all areas of the Park clean, tidy and free of any damage;

4.1.9 for rectify or compensating Exeter Science Park for any damage caused.

5. EXETER SCIENCE PARK’S OBLIGATIONS

5.1 Exeter Science Park will:

5.1.1 be responsible for all incoming post or deliveries which will be date-stamped, where required signed-for and sorted into the relevant pigeonhole in the post room of the Park;

5.1.2 provide wireless internet connection;

5.1.3 provide sustainable business practices where possible for example, recycling bins are provided and a zero waste to landfill policy is adopted;

5.1.4 ensure the Park is cleaned daily.

6. DATA PROTECTION

Please refer to Exeter Science Park’s Privacy Policy for how we process personal data.

You must abide by all relevant data protection law while using the Park.

7. FORCE MAJEURE

7.1 Neither party shall be in breach of the Conditions nor liable for delay in performing, or failure to perform, any of its obligations under the Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control.

8. CONFIDENTIALITY

8.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2.

8.2 Each party may disclose the other party's confidential information:

8.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under these Conditions. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and

8.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under these Conditions.

9. SEVERANCE

If any provision or part-provision of these Conditions becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions. If any provision or part-provision of these Conditions deleted under this clause 10 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.

10. ENTIRE AGREEMENT AND VARIATION

10.1 Except for any lease agreement in place between Exeter Science Park and the Tenant, which, for the avoidance of doubt, is not amended or superseded by these Terms and Conditions, these Terms and Conditions and any associated policies and terms referred within constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

10.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. Each party agrees that its only liability in respect of those representations and warranties that are set out in these Terms and Conditions (whether made innocently or negligently) shall be for breach of contract.

10.3 No variation of these Terms and Conditions shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).

11. NO WAIVER

11.1 Failure to exercise, or any delay in exercising, any right or remedy provided under these Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.

11.2 No single or partial exercise of any right or remedy provided under these Terms and Conditions or by law shall preclude or restrict the further exercise of that or any other right or remedy.

12. ASSIGNMENT

Except as otherwise provided in these Terms and Conditions, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under these Terms and Conditions or any document referred to in it.

13. NOTICES

13.1 A notice given to a party under or in connection with these Terms and Conditions shall be in writing and sent to the party at the address given in these Terms and Conditions or as otherwise notified in writing to the other party.

13.2 The following table sets out methods by which a notice may be sent and its corresponding deemed delivery date and time: Delivery method Deemed delivery date and time Delivery by hand or courier to registered office or director of a party - On signature of a delivery receipt or at the time the notice is left at the address. Pre-paid first class post or other next Business Day delivery service providing proof of postage to the registered office. - Midday on the second Business Day after posting or at the time recorded by the delivery service – whichever is earlier. Email to an address used by the director of the other party as previously used in business correspondence - At the time of transmission if on a Business Day, otherwise at 10:00 on the next Business Day after transmission.

13.3 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.

14. NO PARTNERSHIP Nothing in these Terms and Conditions 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, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

15. THIRD PARTY RIGHTS

A person who is not a party to these Terms and Conditions shall not have any rights under or in connection with it.

16. GOVERNING LAW AND JURISDICTION

The validity, construction and performance of these Terms and Conditions shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours between 08:00 and 17:30 on any Business Day.

Conditions these terms and conditions as amended from time to time.

Exeter Science Park Exeter Science Park Limited registered in England and Wales with company number 06828415, with the registered office of 6 Babbage Way, Science Park, Clyst Honiton, Exeter, EX5 2FN.

Park the office space, including all communal areas and to include external spaces as operated and made available for use by Exeter Science Park.

Platform the online software platform and downloadable application called Nexudus available for Tenants to use the Services and gain access to the Park.

Services the provision of the facilities, office and meeting space by Exeter Science Park for the Tenant to book and use.

Website www.exetersciencepark.co.uk.

1.2 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 all subordinate legislation made under that statute or statutory provision.

1.3 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.

1.4 A reference to writing or written includes email but not fax.

2. BASIS OF CONTRACT & SUPPLY OF SERVICES

2.1 Any descriptive matter or advertising issued by Exeter Science Park, and any descriptions or illustrations are issued or published for the sole purpose of giving an approximate idea of the Services described. They shall not form part of these Conditions or have any contractual force.

2.2 These Conditions apply to the exclusion of any other terms that the Tenant seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.3 Exeter Science Park shall supply the Services to the Tenant in accordance with these Conditions in all material respects.

2.4 Exeter Science Park reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services and Exeter Science Park shall notify the Tenant in any such event.

2.5 Exeter Science Park warrants to the Tenant that the Services will be provided using reasonable care and skill.

3. ACCESS TO THE PARK

3.1 All access to the Park must be made via the Platform.

3.2 The Park has limited parking spaces with four disabled spaces outside the main entrance to the Park, two electric car charge points and bicycle storage areas. The car park has a barrier which is operated using a number plate recognition system between 07:00 and 17:30. Outside these times it is opened by pressing button marked ‘Exeter Science Park’ and stating the company that is being visited.

3.3 All visitors, including Tenants, are required to sign the visitor book upon entrance to the Park in case of any incident that requires evacuation of the Park. The visitor book is found on the reception desk.

3.4 The main area of the Park is a public area where there is a conference area, café and toilets that can be accessed by all visitors to the Park. All other areas of the Park are secure and access will be granted to Tenants via the Platform.

3.5 Lifts are secure and access will be granted via the Platform, the lifts can hold a maximum of 10 people.

3.6 If the Tenant wishes to access the Park outside of Business Hours the Platform will provide information on how this can be facilitated.

3.7 Smoking is strictly prohibited throughout the Park building; this includes but is not limited to electronic cigarettes or any product that creates vapour or smoke as a by-product. There is a designated smoking area where smoking must be confined to.

4. TENANT’S OBLIGATIONS

4.1 The Tenant will be responsible for:

4.1.1 every visitor they invite to the Park and will explain where all fire exits and assembly points are;

4.1.2 securing the building when leaving;

4.1.3 their own postal arrangements and setting up all accounts with Royal Mail/a postal service;

4.1.4 co-operating with Exeter Science Park in all matters relating to the Services;

4.1.5 obtaining and maintaining all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

4.1.6 recycling their waste where possible by using the allocated recycling bins throughout the Park;

4.1.7 for keeping all kitchenette areas clean and tidy. The tenant must provide their own tea, coffee and milk for the kitchenette areas and any items left in the fridges after 5pm on a Friday each week, will be removed and disposed of;

4.1.8 for leaving all areas of the Park clean, tidy and free of any damage;

4.1.9 for rectify or compensating Exeter Science Park for any damage caused.

5. EXETER SCIENCE PARK’S OBLIGATIONS

5.1 Exeter Science Park will:

5.1.1 be responsible for all incoming post or deliveries which will be date-stamped, where required signed-for and sorted into the relevant pigeonhole in the post room of the Park;

5.1.2 provide wireless internet connection;

5.1.3 provide sustainable business practices where possible for example, recycling bins are provided and a zero waste to landfill policy is adopted;

5.1.4 ensure the Park is cleaned daily.

6. DATA PROTECTION

Please refer to Exeter Science Park’s Privacy Policy for how we process personal data.

You must abide by all relevant data protection law while using the Park.

7. FORCE MAJEURE

7.1 Neither party shall be in breach of the Conditions nor liable for delay in performing, or failure to perform, any of its obligations under the Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control.

8. CONFIDENTIALITY

8.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2.

8.2 Each party may disclose the other party's confidential information:

8.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under these Conditions. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and

8.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under these Conditions.

9. SEVERANCE

If any provision or part-provision of these Conditions becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions. If any provision or part-provision of these Conditions deleted under this clause 10 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.

10. ENTIRE AGREEMENT AND VARIATION

10.1 Except for any lease agreement in place between Exeter Science Park and the Tenant, which, for the avoidance of doubt, is not amended or superseded by these Terms and Conditions, these Terms and Conditions and any associated policies and terms referred within constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

10.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. Each party agrees that its only liability in respect of those representations and warranties that are set out in these Terms and Conditions (whether made innocently or negligently) shall be for breach of contract.

10.3 No variation of these Terms and Conditions shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).

11. NO WAIVER

11.1 Failure to exercise, or any delay in exercising, any right or remedy provided under these Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.

11.2 No single or partial exercise of any right or remedy provided under these Terms and Conditions or by law shall preclude or restrict the further exercise of that or any other right or remedy.

12. ASSIGNMENT

Except as otherwise provided in these Terms and Conditions, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under these Terms and Conditions or any document referred to in it.

13. NOTICES

13.1 A notice given to a party under or in connection with these Terms and Conditions shall be in writing and sent to the party at the address given in these Terms and Conditions or as otherwise notified in writing to the other party.

13.2 The following table sets out methods by which a notice may be sent and its corresponding deemed delivery date and time: Delivery method Deemed delivery date and time Delivery by hand or courier to registered office or director of a party - On signature of a delivery receipt or at the time the notice is left at the address. Pre-paid first class post or other next Business Day delivery service providing proof of postage to the registered office. - Midday on the second Business Day after posting or at the time recorded by the delivery service – whichever is earlier. Email to an address used by the director of the other party as previously used in business correspondence - At the time of transmission if on a Business Day, otherwise at 10:00 on the next Business Day after transmission.

13.3 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.

14. NO PARTNERSHIP Nothing in these Terms and Conditions 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, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

15. THIRD PARTY RIGHTS

A person who is not a party to these Terms and Conditions shall not have any rights under or in connection with it.

16. GOVERNING LAW AND JURISDICTION

The validity, construction and performance of these Terms and Conditions shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.