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REQUEST FOR QUOTATION

SHORT - RESPONSE DOCUMENT

RFQ-FY20-23

Policy Date: 16-10-2015Response Date: 27TH November 2019

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Contract for Services

RFQ FY20-23

Crop Mapping for Venezuela

Please respond by 12:00 midday 27 th November 2019

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1. SATELLITE APPLICATIONS CATAPULT

The Satellite Applications Catapult Ltd (The Catapult) is a not-for-profit research organisation, which acts as a neutral trusted entry point to an entire network of UK expertise in applications development across government, academia and industry. The company's primary purpose is to promote, develop and facilitate the commercialisation and advancement of the satellite applications industry.

The Satellite Applications Catapult brings together multi-disciplinary and skilled teams to generate ideas and solutions in an open innovative and collaborative environment. We also have a wide range of facilities, platforms and laboratories to enable the best businesses, researchers and end-users to work together to develop new satellite-based products, services and applications - translating ideas from concept to market.

The Satellite Applications Catapult is one of a network of centres established by Innovate UK to accelerate the take up of emerging technologies.

Find out more at http://www.sa.catapult.org.uk/

2. PURPOSE OF THIS DOCUMENT

The purpose of this document is to present to bidders a procurement methodology, award and evaluation criteria and information so that the Satellite Applications Catapult to receive sufficient information from potential Bidders to allow an assessment to be made of their commercial sustainability and technical capability to provide the Services as defined in Annex A in accordance with the guidelines throughout this RFQ.

3. SPECIFICATION OF REQUIREMENTS - Crop mapping for Venezuela

Please refer to the Requirements specification in Annex A which details the requirements.

The Satellite Applications Catapult is looking to procure a UK based Consultant or Contractor to deliver crop maps derived through the analysis of freely available satellite data for the country of Venezuela. This activity is in support of a contract the SA Catapult has been awarded with a 3rd party organisation within the region to support audit and planning purposes.

The main objective of this activity is to characterise the agricultural sector in Venezuela, more precisely land use patterns changes in the last 10-20 years. This will require the mapping of the agricultural sector, with the purpose of identifying the total cultivated area disaggregated by crop types.

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5.1 EVALUATION Evaluation will be carried out by qualified members of the SA Catapult technical team, overseen by Procurement who shall act as moderators. The Catapult will ensure that evaluators are consistent across all bids and will provide a suitable mix of required expertise to present meaningful and consistent scoring approaches.

5.1.1 EVALUATION GUIDELINESSA Catapult have included evaluation guidance against award criteria so that bidders know where to focus their response to enable the best opportunity to attain scores available, in accordance with the scoring table.

5.1.2 CONFLICT OF INTERESTThe Catapult have tested all evaluators to ensure there is no Conflict of Interest which may influence their scoring.

5.2 CONTRACT AWARDFollowing the evaluation process, SA Catapult will go through approvals in their internal governance process to ensure that we are compliant with both internal and pan-government rules and regulations. A Preferred Supplier is then appointed and informed.

All of these stages are qualified in the Timetable in Section 12 herein.

5.3 SCORING MECHANISMTo provide consistency in scoring, evaluators will use the following Scoring Mechanism.

10 Fully compliant in all areas with no weaknesses in ability to deliver Requirements;

8 Fully compliant with minor weaknesses which do not compromise ability to deliver Requirements;

6 Partly compliant but with some weaknesses which may compromise ability to deliver Requirements;

4 Partly compliant with some minor concerns about delivering the Requirements;

2 Non compliant with significant omissions and errors giving little confidence that Requirements may be met;

0 Non compliant with substantial omissions and errors giving no confidence that Requirements may be met.

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5.4 TERMS AND CONDITIONS OF CONTRACT The contract will be let based on the Satellite Applications Catapults’ provided Terms & Conditions (see Annex 2) which may not be amended following contract award unless expressly agreed by both Parties. Further, any ‘mark-ups’ regarding Terms & Conditions should be made in writing through mytenders.co.uk before the submission deadline of this RFQ.

5.5 RESPONSE REQUIREMENTSBidders should quote the Reference RFQ FY20-23 in all correspondence related to this tender.

All responses to this ITT must be received before 12:00hrs (midday) 27th

November 2019 through mytenders.co.uk

Responses received beforehand will not be opened until after the closing time and date for receipt of tenders. Tenders that are received late may not be considered. Bidders must format their response using the following structure. All documents should be completed:

Refer to Annex A Technical Requirements; Respond using the methodology in Clause 12;

NB. Tender responses must be submitted in English and should be no more than 4 sides of A4 including appendices. Please note, this limit does not include the responses to Sections A-E below.

Annex B Complete if appropriate; Annex C Complete if appropriate; Annex D Terms and Conditions of any resultant Contract; Annex E Mandatory Exclusion Grounds; Section A Supplier Organisation Information. Section B Financial Organisation. Section C Security Information; Section D Commercial & Price information; Section E Data protection.

6. CONFIDENTIALITYAll information provided in this document shall remain confidential between the Supplier and the Catapult. The Catapult will not share this information with any other organisations or Public Bodies without the permission of the Supplier.This document and the associated appendices are provided in confidence for the sole purpose of this tender and must not be provided to any third party or used for any other purpose without the express written permission of the Catapult.

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7.COMMUNICATIONS DURING THIS PROCUREMENTAll contact regarding this procurement should be made via mytenders.co.uk Bidders are asked to include primary points of contact in their organisation for their response to this ITT.

For help registering or resolving queries around mytenders.co.uk please find the following:

a) If the user is not registered with website please see below link to the supplier registration page:

https://www.mytenders.co.uk/Register_V2/Supplier_Register.aspx

b) Link to the notice search page:

https://www.mytenders.co.uk/Search/search_mainpage.aspx

c) It is on this page the user can search for notices published on our website.

To submit documents please direct your supplier users to our Supplier Postbox user guide. The link is below:

https://www.mytenders.co.uk/userguides/Postbox%20-%20Supplier%20Guide.pdf

d) Also, please utilise the mytenders support desk if you need any assistance in using the website.

E-mail – [email protected] number – 0800 222 9006

8. CLARIFICATION QUESTIONSThe Catapult will not enter into detailed private discussions regarding the goods or services. Clarification questions about the procurement should be submitted through the mytenders.co.uk portal in accordance with the Timetable in Section 11.

All questions and answers generated as part of this exchange will be issued to all entities, subject to Commercial sensitivity, who have previously registered their intent to submit a proposal in accordance with the Timetable in Section 11.

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mailto:[email protected]

https://www.mytenders.co.uk/userguides/Postbox%20-%20Supplier%20Guide.pdf

https://www.mytenders.co.uk/Search/search_mainpage.aspx

https://www.mytenders.co.uk/Register_V2/Supplier_Register.aspx

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9. GENERAL NOTICESAny expenditure, work or effort undertaken by your Company prior to the award of a contract is a matter solely for your Bidder’s own commercial judgement and at the Bidder’s risk.

The Catapult reserves the right to terminate this contract award process at any time and for any reason and not to enter into any contract. The Catapult and/or its advisers shall not be liable for any costs, liabilities or expenses whatsoever whether incurred (directly or indirectly) by the bidding Company, advisers or sub-contractors, in connection with the preparation of the response to this ITT or in the event of discontinuance of this procurement.

Bidders should note that the Catapult reserve the right at their sole and absolute discretion to reject any or all proposals, with or without reason. The following reasons are likely to lead the Catapult to consider automatic rejection of a bid:

i. Missed deadline for the response.

ii. Failure to respond or, having responded, failure to clarify points raised by the Catapult.

iii. Failure to submit a bid that complies with the Catapult’s requirements.

iv. Any breach of confidentiality whatsoever.

v. Unless specified to the contrary channelling any communications with regard to this project to anyone not specified in the ITT.

vi. Substantial non-compliance with the terms agreed to in the Bidders Acknowledgement letter (see Annex C).

Offers submitted in response to this ITT must be valid for a period of 60 days. Please confirm.

10.DISCLAIMERThe Catapult does not make any representation or warranty (expressed or implied) as to the accuracy, reasonableness or completeness of the procurement documents and shall not be liable for any loss or arising as a result of reliance upon information within the documents.

Any persons considering entering into a contractual relationship with the Catapult should seek their own professional technical, financial and legal advice.

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Bidders are advised that nothing herein or in any other communication made by the Catapult (written or oral) shall be taken as constituting a legally binding contract or agreement between the Catapult. (save for a formal award of contract made in writing on behalf of the Catapult).

The Catapult reserves the right to amend any information or any requirements contained in the documentation. Suppliers should form their own conclusions about the methods and resources needed to meet these requirements.

The ITT documentation and the information contained within it are the property of the Catapult; all rights, including intellectual property rights, are reserved. Bidders may make it available within their organisation or subcontractors solely for the purposes of preparing a bona fide response to a document for the provision of goods and services. The Bidder is to ensure that all such parties are made aware of the confidentiality obligations and take such steps as to guarantee compliance with it.

Bidders may withdraw their responses at any time prior to accepting the notification of award by sending a notice of withdrawal to the Catapult by email or in writing.

The Catapult shall observe all its obligations under the Data Protection Act 1998 and associated legislation which arise in connection with this tender.

By participating in the procurement process, Bidders shall be deemed to have agreed to be bound by the notices and undertakings in the procurement documents.

11.PROCUREMENT TIMETABLEThe indicative timetable for this procurement is set out in the following table. The Catapult reserve the right to amend this timetable without Notice at any time.

Activity Date

ITT PUBLISHED ON mytenders.co.uk portal 15th November 2019

BIDDERS ABLE TO SUBMIT CLARIFICATION QUESTIONS TO SA CATAPULT UP TO midday 22nd November 2019

SA CATAPULT RESPONSES TO CLARIFICATIONS BY midnight 22nd November 2019

TENDER SUBMISSION DEADLINE midday 27th November 2019

TENDER EVALUATION BY 28th November 2019

INTERVIEWS PLACEHOLDER IF REQUIRED n/a

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Preferred Supplier notified. Decline Notifications sent 29th November 2019

Standstill Period (Alcatel) commences Not Applicable

Contract developed with agreed Schedules and Ts&Cs by 2nd December 2019

Contract signed and communicated by 2nd December 2019Publish Contract award notice on Contracts Finder and TED 3rd December 2019

12.REQUIREMENTS AND EVALUATION

Proposals will be evaluated based on the most economically advantageous tender (MEAT) and will be assessed against the methodology proposed. The Table below contains a list of all criteria.

Criteria Max score available Evaluation Guidelines

C1 Price 35

The bidder, which submits the lowest price and a suitable technical proposition will be given the maximum weighted score using the criterion herein.All costs relating to the supply of Services for this ITT should be included. Any costs not included within your completed pricing schedule which could reasonably be foreseen at the tender stage will not be entertained later.The bidder should identify all fixed costs and estimates for any variable costs.

C2 Organisation competency; 20

Bidders are be required to demonstrate proven experience in supplying the goods/services required.Competencies such as company maturity, relevant staff, technical infrastructure, regional experience and crop mapping credentials should be included.

C3 Proposed approach 25

An overview of the proposed methodology and technical approach should be provided including proposed data, classification method, and output results to be created (e.g. proposed crop classification nomenclature, minimum mapping unit).

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C4 Any external requirements/ expectations for completion of the work.

10

Bidders should outline any external requirements or expectations that must be considered or made available to ensure successful completion of the activity.

C5 TS&CS 10

Acceptance of Terms and Conditions whichdemonstrates:

a. a high degree of appropriateness to this ITT.

b. a strong customer service & satisfaction ethos,

c. with achievable remedies for failure but in the spirit of collaboration

Total 100

Following the completion of the moderation exercise, the Bidder who has received the Most Economically Advantageous Tender (MEAT) will be nominated as the Preferred Supplier.The recommendation of the Evaluation Panel will then be put to the Senior Management team off the Catapult for approval. It is intended that all Respondents will be informed of the results of the evaluation process on 2nd December 2019.

Please complete and return with your submission.

SUPPLIER (PLEASE INSERT)

PROCUREMENT MANAGER

Company Name:Satellite Applications Catapult

Ltd

Contact Name: Stephen Percival

Telephone Number:

See below

Email Address: Please use mytenders.co.ukPosition within the Company:

Procurement Manager

Persons authorised to sign on behalf of the

Company:

Stuart Martin (CEO)

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SECTION A – SUPPLIER ORGANISATION INFORMATIONPlease ensure that you complete the questions relevant to your organisation.

A1 Full name of the organisation submitting the ITT:

A2 Please confirm the status of the Supplier to be considered:

GUIDE A response to this question is for the Catapult to understand the Supplier.

A Your organisation is bidding to provide the goods or services required itself (if you tick yes, go to question A5) Please Select

BYour organisation is bidding in the role of Prime Contractor and intends to use third parties to provide some services (If you tick yes go to question A3 and A4)

Please Select

C The Potential Provider is a consortium (If you tick yes go to question A3) Please Select

A3 If your answer to A2 was B or C, please indicate in the table all sub-contractors or members of the consortium which will be responsible for each element of the requirement.

Element of Requirement Company / Organisation How much of the requirement will they directly deliver (%) % % %

A4 Details about the organisation named in A1 (organisation submitting the ITT):

A Company Registration NumberB Date of Registration

C Registered address and postcode

D Annual Turnover

E VAT Registration Number

F Please select the legal status of the organisation named in A1:

1 a public limited company2 a limited company3 a sole trader4 a partnership5 a Limited Liability Partnership6 a consortium

G Website address

A5 Please provide full contact details of a primary contact to whom future correspondence is to be sent in connection with this ITT:

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GUIDE The person listed as Primary Contact should be the person that has registered their interest in this procurement and will be the person that receives communications accordingly.

NamePositionAddressTelephone numberE-mail address

SECTION B – FINANCIAL INFORMATION

The following questions have been designed to evaluate the financial standing and strength of an organisation. The most recent accounts will be utilised to assess the financial standing and strength of your organisation.

B1 Financial Statements:

Please attach your most recent accounts

B2 Conflicts of Interest:

Is there any other work being undertaken or likely to be undertaken by your organisation (or consortium) which could give rise to a conflict of interest?

Please provide details

B3 Complaints to Professional Bodies:

Has your organisation (or consortium) had any substantiated complaints made against them to any professional body in the last three years

Please provide details

B4 Indemnity and Liability Provision

Please confirm that for the service being tendered your organisation could provide these level of insurances

Professional Indemnity - £5m

Employers Liability - £5m

Public/Products Liability - £5m

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SECTION C – SECURITY REQUIREMENTS

This question will be evaluated on a PASS/FAIL basis. Tenderers will be excluded from the procurement process if they cannot self-certify to holding the relevant Certification or to having an In-House Policy that fully complies with current legislative requirements.

C1

Do you have a company representative who is responsible for security Yes

No

C2Does your organisation operate an Information Security Management system certified to International, European or equivalent standard (e.g. BS EN ISO 27001) or is your company certified to Cyber Essentials Plus?

Yes

No

C3If you have answered “Yes” to the above, please provide:

Name and approval certificate Number

Certificate Expiry Date

C4Please self-certify that your organisation has an in-house policy for the management of information security that fully complies with current legislative requirements.

Yes

No

C5When was the last time an IT Health Check/penetration test was carried out on your company network?

C6

Please provide, as a separate appendix, a record of any security breaches (both cyber and physical) in the last two (2) years.

Yes

No

n/a

C7

Please self-certify that your organisation has an in-house policy/plan for Business Continuity & Disaster Recovery Yes

No

C8

If you have answered “No” to the above question, please describe your arrangements to ensure business continuity and to enable disaster recovery, including scope, validation, risk treatment and leadership in these areas.

Guidance: You should demonstrate that your organisation keeps copies of documentation setting out your business continuity and disaster recovery procedures. These should include the arrangements for business continuity and disaster recovery throughout your organisation. They should set out how the organisation will carry out its policy with a clear indication of how the arrangements are communicated to the workforce.

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C9

Has your organisation (or any member of your proposed consortium, if applicable) Directors or partner or any other person who has powers of representation, decision or control been convicted of any offences named within Annex E (if yes please provide details in separate document)

Yes

No

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SECTION D – COMMERCIAL AND PRICE INFORMATION

The following section outlines the commercial and price offer based on the User Requirement Specification. Prices submitted should be fully inclusive (Ex VAT) in GBP not subject to variation. It is not expected that any external costs will be requested such as travel. Meetings regarding the work will be held virtually.

C1 Price SchedulePlease enter, where applicable, your prices for the services listed in the table below. Total cost of goods or services proposed to meet the requirement

Milestone Estimated number of days Sub-total:

A Work plan and Report on data gathering efforts £

B Mapping of agriculture sector £

CReporting of

assessment of use of land

£

Total cost to complete the assignment £

C2 Optional Extras Please outline if there any additional options outlined in your quotation that were not identified in our original User Requirement Specification.

Please complete this section in full

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SECTION E – DATA PROTECTION

D1 Data Protection Irrespective of whether you are successful in your tender and insofar as the tender includes personal data (as defined under GDPR), we would like to retain your contact details in the event that a suitable opportunity arises. If you are happy for us to hold this information please tick this box.

Yes, we are happy for you to retain our tender for the purposes outlined above. No, we are not happy for you to retain our tender.

Your information will only be held for 2 years from the date of conclusion of the tender process. You are able to withdraw consent at any time by contacting [email protected] and your refusal to consent will in no way affect this tender process.

UNDERTAKING

To be signed by an Officer of the Supplier’s Company in their own name on behalf of the Company.I certify that the information provided is accurate to the best of my knowledge and that I accept the conditions and undertakings requested in the ITT.

Signed for and on behalf of the CompanySIGNATUREName of person signing on behalf of the CompanyPRINTPosition/status in the CompanyPRINTCompany’s name and addressPRINTDate

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Annex A

Requirements Specification

Formed 5 years ago, the Satellite Applications Catapult (Catapult) have taken the Government’s vision for a ‘translational infrastructure’. We bridge the gap between research and business, creating a successful technology and innovation company that is a vital component of the UK space landscape. In that time, we have: • • Engaged over 3,500 organisations, with over half being SMEs • • Delivered over 200 externally funded projects • • Worked in 22 countries • • Engaged with 118 university departments at 66 universities • • Invested £19.7m in world-class facilities • • Opened five regional Centres of Excellence

Over the next five years, by the end of 2023, the Satellite Applications Catapult will deliver £1.7bn to the UK economy by further growing the satellite applications sector. By 2030, the UK space sector aims to have captured 10% of a global space market then worth £400bn.

Our objective is to contribute directly to £5bn of that growth. To achieve this, we need to embed space-enabled services that create value and improve productivity across the economy, and around the world.

The Satellite Applications Catapult is looking to procure a UK based Consultant or Contractor to deliver crop maps derived through the analysis of freely available satellite data for the country of Venezuela. This activity is in support of a contract the SA Catapult has been awarded with a 3rd party organisation within the region to support audit and planning purposes.

The main objective of this activity is to characterise the agricultural sector in Venezuela, more precisely land use patterns changes in the last 10-20 years. This will require the mapping of the agricultural sector, with the purpose of identifying the total cultivated area disaggregated by crop types.

Requirements

To generate a map of the agricultural sector for the country of Venezuela (what crops are cultivated where) derived using freely available remote sensed data. To provide data at the national level and also by state.

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To identify the total current area cultivated by crop at the national and at the state levels (23 states) and to see the changes at least for two years around: 2012 (or as close too based upon available data) and 2019.

To use where possible the highest resolution remotely sensed data available, To identify changes that have taken place between these years in terms of:

o Total agricultural area cultivatedo Total area cultivated by crop at the national levelo Total area cultivated by crop by stateo Total area allocated to pastures at the national levelo Total area allocated to pastures at the state levelo Total area allocated to forests at the national and at the state levels.

To assess using appropriate levels of crop aggregation or disaggregation. If disaggregation of specific crops is not possible, any analysis should be by clusters (e.g. cereals, fruits, vegetables, pastures, forests). Where possible, agricultural land should be classified to permanent crops, vegetables, cereals, pasture and forest. #

Deliverables:

The key product of this consultancy is to deliver a report that includes the main findings regarding the evolution of the use of land in Venezuela in the agriculture sector. Specifically, the deliverables of this consultancy are a:

1. Work plan that includes a detailed action plan on the implementation of the technical workflow.

2. Report that summarizes the data gathering efforts for the required years of assessment and identifies issues and corrective measures.

3. Report that summarizes the main findings regarding the map of the agriculture sector for Venezuela.

POST CONTRACT TIMESCALES

The Catapult is looking to award the work and for project commencement on the 2nd December 2019. The final delivery calendar will be agreed during the discussions of the work plan and will reflect the Christmas break, as part of the first deliverable of the consultancy. The proposed milestones of the projects are as follows:

Milestone Delivery1. Work plan 2 weeks after contract signature2. Report on data gathering efforts 3 weeks after contract signature3. Trial evaluation assessment 5 weeks after contract signature

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4. Update Report on map of agriculture sector 8 weeks after contract signature5. Draft report on assessment of use of land 11 weeks after contract signature6. Final report on assessment of use of land 14 weeks after contract signature

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Annex B

Principles of collaboration

The Contract will be made on the basis of the SA Catapult standard Terms and Conditions, Annex D. As part of the evaluation process, the Catapult will review any marked up or additional terms submitted which relate specifically to the required supply of Services..

Project title: [Enter title] (the ‘Project’)Dear [SAC Name],I am pleased to confirm that [Insert Tenderer name] wish to participate in the proposed Tender. If selected, we agree to work jointly and collaboratively with the Satellite Applications Catapult Limited (the ‘Catapult’) and any other selected entities, to carry out the required Services under this Project.

Principles of collaborationIn particular, we agree to:

1. use our best endeavours in executing the contract, to ensure that the delivered Product is free of defects and conforms with the quality, description and other specifications expressly or impliedly made known to us by the Catapult.In particular, we commit to employing all due care and skill, as a qualified Service Provider, in ensuring that the agreed project performance objectives and payment milestones are met.

2. accept that the contract price shall be fixed and shall not be subject to adjustment, unless the Parties agree otherwise, in writing.

3. maintain at our own cost, all applicable insurances as required by law and to cover our responsibilities and liabilities under the Contract. In particular, we confirm that we have in place the required levels of Insurance detailed under section B4 - Financial Information - of the Invitation to Tender document.

4. comply with the requirements of the Instructions in the Invitation to Tender document and commit to put forward our bid in response to your invitation in a timely manner, and in any case, at a date no later than the submission deadline.We also confirm that if successful, any subsequent significant departure from these principle during any final discussions, may render our response invalid and the Catapult will be free to enter into negotiations with a different Supplier.

Confidentiality and Intellectual PropertyWe agree to keep in strict confidence, the Company’s Confidential Information. Such information includes that which is of a confidential nature and which has been disclosed to us. We accept responsibility for the disclosure of such Confidential Information and agree to use our best endeavour in monitoring and restricting the use and disclosure of such Confidential information to our employees and agents, strictly for the purpose of discharging our obligations to the Catapult.

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Any Proprietary Information supplied by the Catapult to us shall at all times be and remain the exclusive property of the Catapult and shall be held by us in safe custody at its our risk, maintained and kept in good condition and returned immediately upon the Catapult’s request. Such Proprietary Information shall not be disposed of or used other than in accordance with the Catapult’s prior written instructions or authorisation.

All Intellectual property (“Foreground IP”) rights which are created as a result of the Product being delivered to the Catapult by us, shall be the exclusive property of the Catapult. We agree that we shall not exercise any purported rights of ownership, demand payment or account of profit as a result of the creation of such Intellectual Property.

This provision shall survive term of this Agreement. The confidentiality obligation under this Agreement shall remain in force for as long as such information retains its confidential value, unless the Parties agree otherwise.

Term

The term of this Agreement shall be 3months from the date of its execution, unless:a. the Catapult agrees to terminate it earlier;b. it is replaced by a subsequently executed collaboration agreement between the

Parties that includes the principles detailed herein

This Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.We agree to submit to the exclusive jurisdiction of the English Courts.Please accept this letter as confirmation of our acceptance to the Principles and provisions stated above.

Yours sincerely,

[ Name and Job Title ]

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Annex CAcknowledgement Letter

To: Satellite Applications Catapult Ltd

Attn: Procurement Department

From (Company who will bid):

Invitation to Tender – FRQ-FY20-23

We acknowledge receipt of your Invitation to Tender for the above work and are in receipt of all documents listed in the contents.

I. We agree to comply with the requirements of the Instructions to Respondents and confirm that we will respond to your request and submit our bid no later than the date required.

II. We agree to the principles of collaboration contained in the ITT. We also confirm that if successful, any subsequent substantial departure from these terms during any final negotiations may render our response invalid and the Catapult will be free to enter into negotiations with an alternative Tender Respondent.

(Respondent to delete item as applicable).

Our primary point of contact in connection with this bid is:

(Signature & Title):……………………………………………………..

(Printed Name):……………………………………………………..

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Annex D

SA Catapult standard Terms and Conditions of Contract apply

Definitions1.1. In these Conditions, the following terms shall have the following meanings:1.1.1. “Confidential Information” means any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, services, affairs and finances of a Party, for the time being confidential to that Party and trade secrets, including (by way of illustration only and without limitation) technical data and know-how relating to the business of a Party or any of its business contacts, project plans, records of planned and actual expenditure, details of projects and experiments, proposals, applications and prospectuses, graphs, charts, presentations and documents, company financial information, details of intellectual properties (whether registered or unregistered) and applications for them, technical summaries, reports, details of organisations and their business processes, names and other contact details of individuals and organisations, and any information which a Party or the Personnel is told is confidential and information treated as confidential by either Party and any information which has been given to a Party, in confidence, by customers, suppliers or other persons;1.1.2. “Conditions” means these Purchase Order Terms and Conditions which form part of the Agreement;1.1.3. “Affiliate” means in relation to a company, each and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company.1.1.4. “Parties” means the Catapult and the Supplier and “Party” shall be construed accordingly;1.1.5. “Purchase Order” means the Company’s order as set out in the Company’s purchase order form.1.2. In these Conditions:-1.2.1. "writing", and any cognate expression, includes a reference to any communication effected by electronic mail, facsimile transmission or similar means;1.2.2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;1.2.3. any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees;1.2.4. any reference to a person includes any individual, body corporate, unincorporated association, partnership or any other legal entity;1.2.5. words importing the singular number include the plural and vice versa;1.2.6. words importing any gender include any other gender; and1.2.7. headings are for convenience only and shall not affect its interpretation.2. Acceptance and Orders2.1. These Terms and Conditions (the “Conditions”) are supplied by the Satellite Applications Catapult Limited or its Affiliate (the “Company”) to the party to whom the Company’s Purchase Order is addressed (the “Supplier”) and shall be incorporated into each Purchase Order to form a contract (the “Contract”) for the purchase of goods and/or services (collectively the “Product”). In the event of a conflict between the Purchase Order and these Conditions, the Purchase Order shall prevail. 2.2. In the event of the Company entering into a bespoke agreement with the Supplier, including but not limited to a Statement of Work, Service Agreement or Collaboration Agreement, such bespoke agreement will prevail.2.3. The Company shall be bound by an order only if it is issued on the Company’s standard Purchase Order form and signed by a duly authorised representative. No addition, variation or exclusion shall be binding unless agreed in writing and signed by a duly authorised representative of the Company2.4. The submission of a Purchase Order to the Supplier constitutes an offer by the Company to purchase the Product, subject to these Conditions. Accordingly, any acceptance of the Purchase Order by the Supplier shall create an agreement between the parties pursuant to the Contract. 2.5. The execution and/or return of the Purchase Order form by the Supplier, or the commencement of work or delivery of the Product, constitutes acceptance of the Contract by the Supplier. 2.6. Prior to the Supplier’s acceptance, the Company reserves the right to revoke the Purchase Order without liability to the Supplier.2.7. The Company retains the right to amend or vary the Contract, at any time including, but not limited to quality, quantity, delivery and design. 2.8. In the event that an amendment is made, the Supplier will evaluate and immediately inform the Company of any consequences, including but not limited to, the cost and delay of delivery. The Supplier shall not action any amendment until the Company has approved the consequences in writing.3. Delivery3.1. The Supplier shall deliver the Product on the date specified in the Purchase Order or, if no such date is specified, within 30 days of the date of the Purchase Order. Time is of the essence for the delivery of the Product. If the Supplier does not comply with its obligations in respect of delivery the Company may: cancel the Contract in whole or in part without incurring liability to the Supplier; refuse to accept any subsequent delivery of the Product which the Supplier attempts to make; purchase substitute or alternative Products elsewhere and recover from the Supplier any expenditure reasonably incurred by the Company in respect of obtaining the Product elsewhere; and/or claim damages for any additional costs incurred by the Company as a result of the Supplier’s failure to deliver the Product.3.2. The Supplier shall ensure that the Product is properly packaged and secured to ensure delivery in good condition. 3.3. No charge shall be made for packaging or transportation materials unless specified in the Purchase Order. The Company shall not be responsible for returning any such materials. 3.4. Subject to the terms of the Purchase Order, the Product shall be delivered to the Company’s premises or any alternative address specified in the Purchase Order. Delivery of the Product shall be subject to the Company’s inspection and approval and a Product which the Company rejects pursuant to the Contract, shall be returned at the Supplier’s risk and expense.4. Inspection4.1. The Supplier shall test and inspect the Product prior delivery to ensure compliance with the Contract. The Company have the right to inspect, or appoint a third party to inspect the Product at the Supplier’s workplace or an alternative storage location. Any inspecting or testing carried out by the Company shall not relieve the Supplier from any of its responsibilities or liabilities under the Contract. 4.2. The Company shall not be deemed to have accepted the Products until it has had seven (7) days to inspect it after delivery.5. Risk and Property5.1. The Product shall be at the risk, of the Supplier until delivery to the Company pursuant to clause 3.4. 5.2. Title in the Product shall pass to the Company on acceptance, except if the Product is paid for prior to delivery, title shall pass to the Company once payment has been made. The passing of ownership in the Product is without prejudice to any right of rejection to which the Company may be entitled under the Contract or otherwise. 6. Price6.1. In consideration of the rights and obligations set out in the Contract the Company shall pay the Supplier the price set out in the applicable Purchase Order. All prices are fixed and inclusive of all charges and duties, and are not subject to adjustment save as specifically provided in these Conditions. 6.2. In the event that VAT is properly chargeable on the supply of the Product, the Company shall pay such VAT provided that the Supplier provides the Company a VAT invoice.6.3. Unless otherwise stated in the Purchase Order, payment of invoices shall be made by the end of the calendar month following the month in which the Product is received by the Company; or, on receipt of the Supplier’s invoice (whichever is latest). Without prejudice to any other right or remedy, the Company reserves the right at any time to set off an amount owing to it by the Supplier, against any amount payable by it to the Supplier under the Contract. 7. Warranties7.1. The Supplier warrants that: the Product will conform with the quality, description, samples, drawings, specification and other particulars stated in the Purchase Order; that the Product shall be of satisfactory quality and fit for any intended uses expressly or impliedly made known to the Supplier; and, will be free from all defects in materials, workmanship and installation. 7.2. This clause 7 shall survive any delivery, inspection, acceptance, payment or performance and shall extend to any replacement, repaired, substitute, or remedial equipment provided by the Supplier. 8. Liability8.1. The Supplier shall be liable for any damage caused by any omission or defect of the Product, including incidental damages such as removal, inspection and cost of return. 8.2. The Supplier will, at its own expense, indemnify and hold harmless the Company from and against all direct liabilities including but not limited to loss of profits, loss of business, depletion of goodwill and other reasonable losses costs, proceedings, damages and expenses (including reasonable legal and professional fees) arising out of, or resulting from or occurring in connection with the Product.9. Confidentiality and Company’s Property. 9.1. The Supplier shall keep in strict confidence the Company’s Confidential Information. Such information includes that which is of a confidential nature and has been disclosed to the Supplier. The Supplier shall restrict disclosure of and be responsible for the disclosure of such Confidential Information to its employees and agents only for the purpose of discharging the Supplier’s obligations to the Company.

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9.2. Subject to clause 9.4, below all intellectual property rights (“Background”) supplied by one party to the other shall at all times be and remain the exclusive property of the disclosing party, and shall be held by the receiving party in safe custody at its own risk, maintained and kept in good condition and returned immediately upon first written request. Such Background shall not be disposed of or used other than in accordance with the disclosing party's written instructions or authorisation. 9.3. All future intellectual property (“Foreground”) rights which are created as a result of the Supplier providing the Product to the Company, shall be the exclusive property of the Company and the Supplier agrees that it shall not exercise any purported rights of ownership, demand payment or account of profit as a result of the creation of such Foreground.9.4. In the event that Company’s use and enjoyment of the Foreground is contingent on the Supplier’s Background, the Supplier hereby grants an irrevocable, sub-licensable and non-exclusive licence to the Company insofar as is required to use and enjoy the Foreground.9.5. This clause 9 shall survive termination of the Contract, however arising. 10. Insurance10.1. The Supplier shall effect and maintain at its own cost, all applicable insurances as required by law and to cover their responsibilities and liabilities under the Contract. Nothing contained in the clause shall serve in any way to limit or waive the Supplier’s responsibilities or liabilities under the Contract. 11. Termination11.1. The Company may terminate the Contract upon written notice to the Supplier and without liability to the Supplier if the Supplier: fails to perform or otherwise breaches this Contract. 11.2. The Company may terminate the Contract for any other reason upon 30 days written notice to the Supplier. The Supplier shall cease to provide the Product from the date set out in the termination notice. 11.3. In the event of such termination, the Company shall be liable to the Supplier only for the Product which has been satisfactorily performed or delivered to the Company up to the date of termination, less appropriate and reasonable offsets, including any additional costs incurred by the Company resulting from termination. 11.4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect and termination shall not affect any rights, remedies, obligations or liabilities the parties have accrued up to the date of termination. 12. Force Majeure12.1. Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen or was unavoidable. If such event or circumstance prevents the Supplier from providing the Product within a reasonable period from the anticipated delivery date, the Company shall have the right to terminate the Contract without liability with immediate effect by giving written notice to the Supplier. 13. Assignment and subcontract13.1. The Supplier shall not assign, transfer, subcontract or otherwise deal with its rights or obligations under the Contract without the prior written consent of the Company. 14. Notices14.1. Any notice or other communication required to be given to the Company or Supplier in connection with the Contract shall be in writing and shall be delivered to the other to its principal place of business by hand or by pre-paid first-class post or other next working day delivery service. 15. Waiver15.1. Any failure or delay by the Company to enforce the performance of its rights under the Contract or by law shall not be deemed to be a waiver of its rights, nor shall such failure or delay prevent or restrict the further exercise of that or any other right or remedy. 16. Severance16.1. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or par-provision shall be deemed deleted. Any modification to or deletion of a provision, the relevant provision or part-provision under this clause shall not affect the validity or enforceability of the rest of this agreement.17. Third party rights17.1. No one other than a party to this agreement shall have any right to enforce any of its terms18. Entire Agreement18.1. The terms and conditions set out in the Contract, together with any subsequent amendments made in writing by the Company represent the entire terms and conditions of the agreement between the Company and the Supplier. 19. Applicable Law and Jurisdiction19.1. The Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.19.2. The Supplier agrees to submit to the exclusive jurisdiction of the English Courts.

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Annex EMandatory Exclusion Grounds

Participation in a criminal organisationParticipation offence as defined by section 45 of the Serious Crime Act 2015Conspiracy within the meaning of

section 1 or 1A of the Criminal Law Act 1977 or article 9 or 9A of the Criminal Attempts and Conspiracy (Northern Ireland) Order

1983Where that conspiracy relates to participation in a criminal organisation as defined in Article 2 of Council Framework Decision 2008/841/JHA on the fight against organised crime;

CorruptionCorruption within the meaning of section 1(2) of the Public Bodies Corrupt Practices Act 1889 or section 1 of the Prevention of Corruption Act 1906;The common law offence of bribery;Bribery within the meaning of sections 1, 2 or 6 of the Bribery Act 2010, or section 113 of the Representation of the People Act 1983;

FraudAny of the following offences, where the offence relates to fraud affecting the European Communities’ financial interests as defined by Article 1 of the convention on the protection of the financial interests of the European Communities:

the common law offence of cheating the Revenue; the common law offence of conspiracy to defraud; fraud or theft within the meaning of the Theft Act 1968, the Theft Act (Northern

Ireland) 1969, the Theft Act 1978 or the Theft (Northern Ireland) Order 1978; fraudulent trading within the meaning of section 458 of the Companies Act 1985,

article 451 of the Companies (Northern Ireland) Order 1986 or section 993 of the Companies Act 2006;

fraudulent evasion within the meaning of section 170 of the Customs and Excise Management Act 1979 or section 72 of the Value Added Tax Act 1994;

an offence in connection with taxation in the European Union within the meaning of section 71 of the Criminal Justice Act 1993; September 16 v3 2

destroying, defacing or concealing of documents or procuring the execution of a valuable security within the meaning of section 20 of the Theft Act 1968 or section 19 of the Theft Act (Northern Ireland) 1969;

fraud within the meaning of section 2, 3 or 4 of the Fraud Act 2006; the possession of articles for use in frauds within the meaning of section 6 of the

Fraud Act 2006, or the making, adapting, supplying or offering to supply articles for use in frauds within the meaning of section 7 of that Act;

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Terrorist offences or offences linked to terrorist activities

Any offence: listed in section 41 of the Counter Terrorism Act 2008; listed in schedule 2 to that Act where the court has determined that there is a

terrorist connection; under sections 44 to 46 of the Serious Crime Act 2007 which relates to an offence

covered by the previous two points;

Money laundering or terrorist financing

Money laundering within the meaning of sections 340(11) and 415 of the Proceeds of Crime Act 2002An offence in connection with the proceeds of criminal conduct within the meaning of section 93A, 93B or 93C of the Criminal Justice Act 1988 or article 45, 46 or 47 of the Proceeds of Crime (Northern Ireland) Order 1996.

Child labour and other forms of trafficking human beingsAn offence under section 4 of the Asylum and Immigration (Treatment of Claimants etc.) Act 2004;An offence under section 59A of the Sexual Offences Act 2003An offence under section 71 of the Coroners and Justice Act 2009;An offence in connection with the proceeds of drug trafficking within the meaning of section 49, 50 or 51 of the Drug Trafficking Act 1994An offence under section 2 or section 4 of the Modern Slavery Act 2015

Non-payment of tax and social security contributionsBreach of obligations relating to the payment of taxes or social security contributions that has been established by a judicial or administrative decision.Where any tax returns submitted on or after 1 October 2012 have been found to be incorrect as a result of:

HMRC successfully challenging the potential supplier under the General Anti – Abuse Rule (GAAR) or the “Halifax” abuse principle; or September 16 v3 3

a tax authority in a jurisdiction in which the potential supplier is established successfully challenging it under any tax rules or legislation that have an effect equivalent or similar to the GAAR or “Halifax” abuse principle;

a failure to notify, or failure of an avoidance scheme which the supplier is or was involved in, under the Disclosure of Tax Avoidance Scheme rules (DOTAS) or any equivalent or similar regime in a jurisdiction in which the supplier is established

Other offencesAny other offence within the meaning of Article 57(1) of the Directive as defined by the law of any jurisdiction outside England, Wales and Northern IrelandAny other offence within the meaning of Article 57(1) of the Directive created after 26th February 2015 in England, Wales or Northern Ireland.

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