General Terms & Conditions of Sale

DEFINITIONS

In these Terms of Service (the “Terms”), unless the context requires or permits otherwise:

1.1. “Downton Capital” means Downton Capital Ltd, whose registered office is at 128 City Road, London, United Kingdom EC1V 2NX;

1.2. “Downton Capital Tools” means:

i) all tools, techniques and processes identified, developed, created, acquired, improved, used and/or first put into practice or documented by Downton Capital in the course of providing the Services, together with all related intellectual property rights and know-how;
ii) all preparatory work, including concepts, sketches, visual presentations and other alternative or preliminary designs, information, data, materials and documents developed by Downton Capital and which may be shared with or delivered to the Client for review, together with all related intellectual property rights and know-how;

1.3. “Background Knowledge” means all intellectual property rights, know-how, information, data, software and materials that:
i) were owned by either Party prior to the Effective Date; or
ii) were generated by either Party independently of the Services and provided by that Party to the other for use in connection with the Services;

1.4. “Client” means the person, company or other legal entity to which the Invoice is addressed;

1.5. “Confidential Information” means each Party’s confidential information disclosed by that Party to the other for the purpose of performing the Services and identified as confidential before or at the time of disclosure, or which is reasonably to be regarded as confidential by its nature and the manner of disclosure;

1.6. “Deliverable” means:
i) each item to be delivered by Downton Capital to the Client, if any;
ii) any technical information, data, test results and conclusions generated by Downton Capital in performing the Services, excluding Downton Capital Tools and Downton Capital’s Background Knowledge;

1.7. “Effective Date” means the date on which Downton Capital begins to perform the Services;

1.8. “Results” means all intellectual property rights and know-how identified, created or first put into practice or documented by Downton Capital in the performance of the Services, including Deliverables and all related intellectual property rights, but excluding Downton Capital Tools and Downton Capital’s Background Knowledge;

1.9. “Invoice” means the one or more invoices issued in connection with the Services and these Terms;

1.10. “Intellectual Property Rights (IPR)” means any patent, registered trademark, registered design, copyright, unregistered design right, database right or semiconductor topography right; rights in business or trade names, know-how or trade secrets; and any other similar or equivalent rights anywhere in the world;

1.11. “Know-how” means technical information (including that relating to inventions, discoveries, concepts, methodologies, models, research, development and testing procedures, experimental, trial and pilot results, manufacturing processes, techniques and specifications, quality-control data, analyses, reports and submissions);

1.12. “Parties” means the Client and Downton Capital, and “Party” means either of them;

1.13. “Price” means the amount payable by the Client to Downton Capital as set out in the Invoice; “Quotation” means the quotation or, if no quotation has been issued, the Invoice; “Services” means the services provided by Downton Capital to the Client;

1.14. Words denoting the singular include the plural and vice versa, words denoting any gender include all genders, and words denoting persons include firms, companies and corporations and vice versa;

1.15. Headings in these Terms are for convenience only and have no effect on their interpretation;

1.16. Wherever the word “including” appears in these Terms, it means “including without limitation”.

GENERAL

2.1. These Terms, together with the Quotation where applicable, constitute the entire agreement between the Parties and supersede all prior agreements relating to the same subject-matter.

2.2. Any terms submitted, proposed or stipulated by the Client, including any purchase order issued by it and any terms contained or referred to in it, are void.

2.3. These Terms shall be deemed accepted by the Client on the occurrence of the first of the following:

i) return by the Client to Downton Capital of a countersigned copy of the Quotation, if any;
ii) issue, signature or delivery by the Client to Downton Capital of any other letter, form or document acknowledging acceptance;
iii) dispatch by the Client to Downton Capital of a purchase order for any or all of the Services referred to in the Quotation;
iv) payment by the Client of any or all of the Services.

2.4.In the event of any conflict or inconsistency between these Terms and the Quotation, these Terms shall prevail.

DURATION, COMMENCEMENT AND TERMINATION

3.1. Commencement: These Terms take effect as soon as Downton Capital has received all documents and information necessary for the Client’s file, together with full payment of fees.

3.2. Time for performance: Downton Capital shall use reasonable endeavours to complete the agreed formalities within the indicative timeframe communicated to the Client. Such timeframe is an estimate only and does not constitute a guarantee. No compensation shall be payable for delay except in the event of Downton Capital’s gross negligence.

3.3. Duration: The contract covers performance of the Services until completion. Continuous or periodic services (e.g., registered office services) are provided for the period specified at the date of engagement or, if none is specified, for an indefinite term terminable at any time without refund of fees already paid.

3.4. Termination by the Client: Any termination or cancellation by the Client after commencement shall not entitle it to any refund or compensation for services already paid.

3.5. Termination by Downton Capital: Downton Capital may terminate or suspend performance of the Services in the event of the Client’s material breach (including non-payment) or for any other legitimate reason, upon written notice.

CLIENT’S OBLIGATIONS

4.1. The Client shall provide Downton Capital, in a timely manner, with all documents, information and access required for the proper performance of the Services.

4.2. The Client warrants the completeness, accuracy and reliability of all information provided, and shall bear sole responsibility for any inaccuracy or omission.

4.3. The Client shall comply with all applicable laws and regulations (including anti-money-laundering, tax and accounting obligations) in its jurisdiction of incorporation and tax residence.

4.4. The Client shall not use the Company or the Services for any unlawful purpose or in a manner likely to harm Downton Capital’s reputation.

4.5. All fees, disbursements or external costs incurred by Downton Capital in providing the Services (administrative charges, postage, partner fees, etc.) shall be borne by the Client and invoiced in addition to the agreed fees.

SERVICES

5.1. In consideration of payment of the Price and the Client’s compliance with its obligations, Downton Capital shall provide the Services as defined in the Quotation or special terms.

5.2. All amounts on the Invoice are stated exclusive of VAT and/or other taxes or levies, which shall be charged in addition at the rate in force on the due date.

PAYMENT

6.1. Terms: The Price is payable in full on order, by bank transfer, credit card or any other method specified. Invoices are denominated in GBP; if payment is made in another currency, the Client shall bear all conversion and bank charges.

6.2. No set-off: The Client may not withhold or set off any payment in respect of any claim.

6.3. Suspension: Downton Capital reserves the right to suspend its services in the event of non-payment.

OPTIONAL SERVICES (non-exhaustive list)

7.1. Accounting assistance: Administrative service to format Client-provided documents in Excel, without verifying their accuracy or completeness. Does not include daily bookkeeping, tax advice or statutory audit. Fee: monthly subscription from £80 excl. VAT per company.

7.1.1. Cooperation: The Client must submit all accounting documents on time.

7.1.2. Limitation of liability: Downton Capital shall not be liable for delays or penalties arising from the Client’s failure to provide information.

7.2. Mandatory annual filings: Formalities (Confirmation Statement, annual accounts filing, tax publications, etc.) Fees notified at engagement. The Client must provide data before the deadline; any late-filing penalty is the Client’s sole responsibility. Services performed by partner accountants.

7.3. Registered office services: Provided by a third-party supplier under a separate contract. Downton Capital acts as intermediary. Mail is scanned and emailed; parcels are not accepted. Scans are retained for 30 days, then destroyed unless otherwise instructed. In case of supplier default, Downton Capital will propose an alternative solution without guarantee or liability.

INTELLECTUAL PROPERTY

8.1. No licence to any IPR or related rights is granted or implied except as expressly set out in these Terms.

8.2. All Background Knowledge remains the property of the Party that introduced it. Each Party grants the other a royalty-free, non-exclusive, non-transferable licence to use its Background Knowledge solely for the performance of the Services.

8.3. Downton Capital Tools are and remain the exclusive property of Downton Capital.

8.4. Downton Capital grants the Client a royalty-free, non-exclusive, non-transferable, worldwide licence to use Downton Capital Tools only as necessary to exploit the Deliverables; the Client shall not decompile, reverse-engineer, create derivative works of, disassemble or modify Downton Capital Tools.

8.5. Subject to payment of the Price, the Results shall belong to the Client. Downton Capital shall assign to the Client, at the Client’s expense, all its rights, title and interest in the Results and shall execute all documents necessary to perfect such assignment.

8.6. The Client grants Downton Capital a royalty-free, non-exclusive, perpetual and irrevocable licence to use the Results for non-commercial academic purposes.

CONFIDENTIALITY

9.1. Except as strictly necessary to perform the Services or exercise rights under these Terms, neither Party shall disclose, use or publish the other Party’s Confidential Information without its prior written consent.

9.2. This obligation shall not apply to information that enters the public domain without breach by the recipient.

DATA PROTECTION

10.1. Downton Capital shall collect and process personal data in connection with the Services in accordance with its Privacy Policy, the UK Data Protection Act (“DPA”) and the EU General Data Protection Regulation (“GDPR”).

10.2. Downton Capital shall engage only employees or subcontractors bound by confidentiality and informed of applicable data-protection requirements.

10.3. Downton Capital and any person under its authority with access to personal data shall process such data only on the Client’s instructions, unless required otherwise by law, and solely to provide the Services.

10.4. Downton Capital shall implement and maintain appropriate technical and organisational measures in accordance with the DPA and GDPR.

10.5. Downton Capital shall regularly monitor its internal processes and measures to ensure compliance with the DPA and GDPR and to safeguard the Client’s rights.

10.6. The Client owns all rights in its Customer Data and bears sole responsibility for its legality, reliability, integrity, accuracy and quality.

10.7. If Downton Capital processes personal data on behalf of the Client, the Parties agree that:

10.7.1. The Client is responsible for any transfer or storage of such data outside the UK, EEA or any other country required to perform the Services and comply with Downton Capital’s obligations under this Agreement;

10.7.2. The Client warrants that it is entitled to transfer such data to Downton Capital for lawful processing;

10.7.3. The Client shall inform data subjects and obtain their consent as required by the DPA and GDPR;

10.7.4. Downton Capital shall process the data only in accordance with the applicable data-processing agreement and the Client’s lawful instructions;

10.7.5. Each Party shall implement appropriate technical and organisational measures against unauthorised processing, loss, destruction or accidental damage.

LIABILITY

11.1. Duty of best endeavours: Downton Capital shall use reasonable endeavours to deliver the Services in a timely manner and to ensure the accuracy of its work, but shall not be liable for the Client’s use of Deliverables, Results, Tools or Background Knowledge, nor for any advice or information provided.

11.2. Right of refusal: Downton Capital may refuse any assignment or any Client at its sole discretion, including if the file is not compliant.

11.3. Intermediaries and third parties: Downton Capital sometimes acts as an intermediary (bank, registered office, etc.) and shall not be liable for decisions of such third parties or for the relationship between the Client and them.

11.4. Subcontracting: Downton Capital may subcontract any part of the Services to qualified external partners under its supervision.

11.5. No advice: The Services do not constitute legal, tax, accounting or financial advice. The Client is advised to consult an independent professional on these matters.

11.6. Nothing limits or excludes liability for death or personal injury, fraud or any liability that cannot legally be limited.

11.7. Subject to the foregoing, Downton Capital’s aggregate liability shall not exceed the Price.

11.8. Subject to the same article, Downton Capital shall not be liable for loss of profit or any indirect or consequential losses.

11.9. Each Party acknowledges that it has entered into these Terms in reliance only on the express provisions hereof and excludes all implied terms to the maximum extent permitted by law.

TERMINATION

Each Party may terminate these Terms at any time by written notice to the other, effective as specified:

12.1. for material breach by the other Party, if not remedied within 30 days of written notice; or

12.2. if the other Party:

i) becomes insolvent or unable to pay its debts as they fall due;
ii) has a winding-up order or resolution (other than for solvent reconstruction or amalgamation) made against it;
iii) has a liquidator, administrator, receiver or manager appointed over its assets or business;
iv) enters into any composition or arrangement with its creditors;
v) ceases to carry on business;
vi) is subject to any analogous procedure in any jurisdiction.

Services and licences shall terminate automatically, and the Client shall return all Tools and Background Knowledge within 30 days of termination or expiry.

12.3. on early termination, the Client shall reimburse Downton Capital for all expenses incurred in providing the Services, including any that become payable after termination, and Downton Capital may invoice such costs at any time thereafter.

MISCELLANEOUS

13.1. Force majeure: No Party shall be liable for any failure (other than non-payment) caused by force majeure.

13.2. Assignment: The Client may not assign, subcontract or transfer its rights or obligations without Downton Capital’s written consent.

13.3. Notices: All notices shall be in writing, signed by an authorised representative and sent to the last address or email provided; they shall be deemed received on the date of receipt or on the third day after posting, whichever is earlier.

13.4. Third-party rights: Except as expressly provided, no term may be enforced by any person who is not a Party.

13.5. Waiver: No waiver of any right shall be effective unless in writing, nor shall any waiver extend to subsequent breaches.

13.6. Relationship of the Parties: Nothing in these Terms creates a partnership, joint venture or agency between the Parties.

13.7. Survival: Provisions which by their nature survive termination or expiry shall continue in force.

13.8. Amendments: Any amendment must be in writing and signed by both Parties.

13.9. Severability: If any provision is held unenforceable, the remainder shall remain in full force.

13.10. Governing law and dispute resolution: These Terms are governed by the laws of England and Wales. In the event of any dispute, the Parties shall attempt amicable resolution for 60 days, after which either may refer the dispute to the London Court of International Arbitration via https://www.lcia.org. Failing that, the courts of England and Wales shall have exclusive jurisdiction.

APPLICABLE LAW AND JURISDICTION

These Terms are governed by the laws of England. If any dispute is not resolved amicably within 60 days, the Parties submit irrevocably to the exclusive jurisdiction of the courts of England and Wales.