Terms of
Engagement

These Terms of Engagement govern the supply of products and services by AnthroTek Ltd (Company No. 15811411) to customers.

1. Introduction

1.1 Who We Are

AnthroTek Ltd (Company No. 15811411) is a UK-based innovator in advanced soft polymer and silicone technologies for medical simulation, surgical training, and veterinary research.

Our registered office: Unit 6 Victoria Way, Newmarket, England, CB8 7SH

1.2 What This Document Covers

This document sets out the terms on which we supply products and services. By requesting a quote, placing an order, or receiving products/services from us, you agree to be bound by these terms.

1.3 How Contracts Are Formed

A legally binding contract is formed when:

• We issue you a written Proposal (quote); AND
• You accept it in writing; OR
• You receive products/services from us (whichever happens first)

2. Website Submission Terms & Confidentiality Policy

2.1 Submitting Project Briefs Through Our Website

When you submit a project brief, specification, or quote request through our website at www.anthrotek.com, the following terms apply before a formal contract is in place:

2.1.1 How We Handle Your Submissions

We treat all website submissions with professional care and handle them in accordance with:

• Our data protection and privacy policies
• UK GDPR and Data Protection Act 2018
• Industry best practices for confidential information

2.1.2 Confidentiality Before Contract Formation

2.1.3 Internal Use of Submission Data

We may use anonymised or aggregated data from website submissions for:

• Internal training and quality improvement
• Service development and business planning
• Market research and trend analysis

Where we do so, we remove identifying information and do not attribute specific details to your organisation.

2.1.4 Requesting an NDA Before Disclosure

We will typically issue a mutual NDA within 48 hours of request and scope it narrowly to your specific project.

2.2 Our NDA Policy

2.2.1 When We Accept NDAs

We routinely accept mutual NDAs for projects where customers are disclosing:

• Proprietary designs, specifications, or technical requirements
• Confidential research data or clinical information
• Trade secrets or competitive intelligence

2.2.2 What Our NDAs Cover

Standard AnthroTek mutual NDAs are scoped to:

• Protect YOUR confidential disclosures related to the specific project
• Protect OUR proprietary technologies, formulations, and processes
• Allow BOTH parties to continue general business activities outside the project

2.2.3 What Our NDAs Do NOT Restrict

Example: If you brief us to develop a synthetic liver model, our NDA protects your specific design requirements and clinical data. However, it does NOT prevent us from developing liver models for other customers, nor does it restrict our ongoing research into hepatic tissue simulation.

2.2.4 NDAs We May Decline or Modify

We reserve the right to decline or request amendments to proposed NDAs that would:

• Grant you exclusive rights to our core technologies
• Prevent us from serving other customers in the same sector
• Restrict our ability to develop products in our standard catalogue
• Impose indefinite confidentiality on non-trade-secret information
• Create unworkable operational constraints on our business

2.2.5 Commercial Exclusivity (Not Granted Unless Explicitly Contracted)

2.3 Independent Development and Non-Exclusivity

2.3.1 We Serve Multiple Customers

You acknowledge that:

• We serve customers across overlapping industries and applications
• We may receive similar or identical project briefs from multiple parties
• We may independently develop products or technologies similar to yours

2.3.2 Your NDA Does Not Block Our Core Business

Nothing in any NDA with us shall:

• Prevent us from pursuing our ordinary course of business
• Restrict development of products for other customers
• Create obligations beyond protecting your specific confidential disclosures

2.3.3 Clean Room Development

Where appropriate, we may use "clean room" development practices to ensure:

• Your confidential information is isolated from general R&D
• Teams working on your project do not cross-contaminate other projects
• Our internal processes maintain clear separation of customer-specific IP

2.4 Website Data Collection and Cookies

For information on how we collect, use, and protect data submitted through our website, please see:

• Our Cookie Policy

3. How We Work: Quote-to-Contract Process

3.1 Stage 1: You Submit a Brief

Via our website quote form or direct email to info@anthrotek.com

3.2 Stage 2: We Review and Respond

• We review your brief within 2 UK working days
• If your brief requires an NDA, we issue one within 48 hours
• We may request clarifying information or a discovery call

3.3 Stage 3: We Issue a Proposal

Our written Proposal includes:

• Scope of work and deliverables
• Pricing and payment terms
• Timeline and milestones
• Any special conditions

3.4 Stage 4: Contract Formation

You accept by:

• Signing and returning the Proposal; OR
• Issuing a purchase order referencing the Proposal; OR
• Accepting delivery of products/services

Once accepted, the full terms below apply.

4. Delivery of Products and Services

4.1 What We Deliver

We supply:

• Products: Anatomical models, synthetic organs, simulation devices, SkinTech systems, prosthetics, and custom-engineered items
• Services: R&D, prototyping, materials testing, and consultancy
• Deliverables: Physical outputs specified in your Proposal

4.2 Delivery Terms

• Products delivered Ex Works (Incoterms 2020) from our Newmarket facility
• Ownership transfers upon full payment
• Standard delivery timeline: 6-8 weeks from finalised brief (custom projects)
• We may deliver through group companies or approved subcontractors

4.3 Delays Beyond Our Control

We are not liable for delays caused by:

• Faults in materials or information you supply
• Changes to your requirements mid-project
• Your failure to meet agreed obligations (Section 5)
• Force majeure events (strikes, pandemics, supply chain disruption)

5. Your Obligations

5.1 Cooperation

You must:

• Provide accurate project information promptly
• Supply any agreed materials, data, or resources
• Respond to our queries without unreasonable delay
• Comply with all legal and regulatory requirements for your intended use

5.2 Regulatory Compliance

We are responsible for:

• Manufacturing products to agreed specifications
• Compliance with manufacturing regulations applicable to OUR facilities
• Providing technical documentation as required for product manufacture

5.3 Insurance Requirements

You must maintain:

• Public Liability Insurance: £5,000,000 per incident (if accessing our premises)
• Product Liability Insurance: £2,000,000 per incident (for products you distribute or use)
• Professional Indemnity Insurance: As specified in your Proposal

Provide evidence on request.

5.4 What Happens If You Don't Comply

If you breach these obligations:

• We may suspend work and charge reservation fees
• You reimburse us for costs incurred due to your delays
• We may terminate the contract (see Section 13)

6. Pricing and Payment

6.1 Prices

As specified in your Proposal, excluding VAT unless stated.

6.2 Payment Terms

Standard: Net 30 days from invoice date

Time is of the essence — late payment accrues interest at 4% above Barclays base rate.

6.3 Non-Payment Consequences

If you don't pay on time, we may:

• Suspend services and block access to our premises
• Terminate the contract immediately
• Charge late payment interest

6.4 Disputes

If you dispute an invoice, notify us immediately in writing. We'll work with you in good faith to resolve it, but undisputed amounts remain payable.

7. Confidentiality

7.1 Mutual Obligations (Once Contract is Formed)

During the contract term and for 5 years after, both parties must:

• Keep all Confidential Information strictly confidential
• Use it only for the project
• Disclose only to employees who need to know (under equivalent confidentiality)
• Protect it from unauthorised use or disclosure

7.2 What Is Confidential Information?

Everything disclosed by either party including:

• Technical data, designs, specifications, know-how
• Business plans, pricing, customer lists
• Research data, methodologies, processes
• Our proprietary formulations, AI models, sensor integration methods, and manufacturing processes

7.3 What Is NOT Confidential?

Information that:

• Is publicly available (not due to breach)
• You already knew before we disclosed it
• You develop independently without using our information
• You receive from a third party not under confidentiality obligations

7.4 AnthroTek's Right to Develop Independently

Example: If we develop a synthetic kidney for you, we can also develop synthetic kidneys for your competitors—but we won't share YOUR specific design with them.

8. Intellectual Property and Proprietary Technologies

8.1 Who Owns What?

You Own:

• Your Background IP (what you brought to the project)
• Deliverables we create for you under the contract

We Own:

• Our Background IP (our pre-existing technologies)
• All AnthroTek Proprietary Technologies including:
  • Material science formulations
  • Soft polymer and silicone compositions
  • 3D modelling methodologies and AI algorithms
  • Sensor integration techniques
  • Manufacturing processes, equipment configurations, and quality control methods
  • Any improvements, modifications, or derivatives of the above

8.2 Protection of Our Proprietary Technologies

8.3 Digital Assets and 3D Models

Any 3D models, CAD files, or design specifications we create remain OUR property unless expressly assigned in writing. If we provide them to you, it's for internal reference only.

8.4 No Implied Licenses

Using our technology in your project does NOT grant you any license to that technology beyond the specific project scope.

9. Product Classification and Intended Use

9.1 Our Products Are NOT Medical Devices

Our products are NOT:

• Medical devices as defined under UK MDR 2002 or Medicines and Medical Devices Act 2021
• Diagnostic tools or therapeutic products
• Approved for clinical use, patient contact, or any procedure involving actual patients
• Suitable for implantation, surgical use, or any application affecting body structure/function

9.2 Required Labelling

All products are labelled:

"FOR TRAINING PURPOSES ONLY – NOT FOR MEDICAL USE"

You must NOT remove, obscure, or alter this labelling.

9.3 Customer Representations

By ordering, you warrant that you are:

• A registered medical business, accredited training institution, healthcare provider, film production company, or other professional entity
• Qualified to use the products safely and appropriately
• Aware of and will comply with all usage restrictions

9.4 Bespoke Products — Our Role

For custom products you specify:

• You are responsible for determining if your specifications are fit for purpose
• We manufacture to your specifications but do NOT certify for medical use
• We do NOT validate, approve, or endorse your intended application

9.5 What Happens If You Misuse Products

If you use our products contrary to their intended purpose:

• You breach this contract
• You indemnify us against all resulting claims, losses, and regulatory actions
• We may terminate supply immediately

10. Division-Specific Terms

10.1 Medical Simulation Products (AnthroRat, synthetic organs, trauma models)

• Designed ONLY for training, education, simulation, research
• NOT for clinical diagnosis, treatment, or patient procedures
• Must be used per training protocols and our product documentation
• You may not reverse-engineer or analyse material composition

10.2 SkinTech Products (sensor-integrated synthetic skin)

• Supplied for training, research, human factors studies, device validation
• NOT approved as implantable devices or for direct diagnostic use on patients
• Data generated during use is yours, but we get anonymised performance data for product improvement
• Do not modify, reprogram, or interfere with embedded sensors without written consent

10.3 The Face Forge Products (prosthetics, masks, special effects)

• Created for artistic, theatrical, and cinematic applications
• NOT designed for extended wear or medical use
• Requires professional application and removal
• Conduct allergy/sensitivity testing before applying to anyone
• Design IP remains ours unless expressly assigned in writing

10.4 General Product Safety

• Products are for trained professionals in controlled environments
• Implement appropriate safety protocols, risk assessments, and supervision
• Do NOT provide to untrained personnel or the public
• Notify us within 24 hours of any defects, safety concerns, or incidents
• Cooperate fully with investigations and preserve evidence

11. Warranties and Limitations

11.1 Standard Off-the-Shelf Products — Limited Warranty

For catalogue products (not custom-made):

• 12-month warranty from delivery against material defects and workmanship
• We will repair or replace defective products (our choice)
• You must notify us in writing within 14 days of discovering defect
• Provide original invoice as proof of purchase

Warranty EXCLUDES:

• Normal wear and tear, staining, cosmetic issues not affecting performance
• Consumables (batteries, fuses, etc.)
• Damage from misuse, improper storage, unauthorised modification, or failure to follow instructions
• Transport damage, accident, negligence

11.2 Custom/Bespoke Products — NO WARRANTY

11.3 What We Do NOT Warrant (Even for Standard Products)

We do NOT guarantee that products/services will:

• Meet any particular performance standard not expressly stated
• Be fit for any specific use (including your intended use)
• Achieve particular research outcomes or technical results
• Be commercially viable or suitable for resale
• Not infringe third-party IP (YOU must do your own IP due diligence)

12. Liability

12.1 What We DON'T Limit

We never limit liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Anything else that can't be limited by law

12.2 Our Maximum Liability

For everything else, our total liability is capped at the LOWER of:

• The price you paid for the products/services that caused the claim; OR
• The amount recoverable under our insurance

12.3 What We're NEVER Liable For

We are NOT liable for:

• Loss of profit, business, or opportunity
• Loss or corruption of data
• Wasted expenditure or financing costs
• Indirect, consequential, or special losses
• Losses arising from your use of deliverables inconsistent with instructions
• Any claim by a third party against you related to the products

12.4 Fair Allocation of Risk

You acknowledge this risk allocation is:

• Fair and reasonable
• Reflected in our pricing
• Something both parties should insure against accordingly

13. Term and Termination

13.1 How Long Does This Last?

From the Commencement Date specified in your Proposal until:

• Work is completed and paid for; OR
• Either party terminates per below

13.2 Cancellation by You

See the specific cancellation provisions in your Proposal (usually involves cancellation fees).

13.3 Immediate Termination Rights

Either party may terminate immediately if:

• The other enters insolvency, administration, or liquidation
• The other commits a material breach that can't be remedied
• The other commits a breach and doesn't fix it within 30 days of written notice

13.4 Termination on Notice

Either party can terminate on 3 months' written notice.

13.5 What Happens on Termination

You must immediately:

• Pay all outstanding invoices plus any cancellation fees
• Return our materials and any deliverables not fully paid for

We will:

• Deliver any deliverables you've paid for
• Return your property

Both parties must:

• Stop using each other's confidential information (Confidentiality survives 5 years post-termination)

14. Data Protection and Regulatory Compliance

14.1 Data Protection

Both parties will comply with UK GDPR and Data Protection Act 2018. We each process personal data only:

• On documented instructions
• For the specific project purpose
• With appropriate security measures

Notify each other within 24 hours of any data breach.

14.2 Regulatory Inquiries

If any regulatory body contacts you about our products:

• Notify us immediately in writing
• Cooperate fully with us in responding
• Do NOT make admissions or statements about us without our consent

14.3 Regulatory Changes

If laws change affecting product classification, we may:

• Modify products to ensure compliance
• Suspend or discontinue affected products
• Require you to return or destroy products
• Terminate the contract

You must NOT represent to anyone that our products are medical devices or have medical device certification.

15. General Terms

15.1 Compliance with Law

You must comply with:

• Anti-bribery and anti-corruption laws (Bribery Act 2010)
• Modern slavery laws (Modern Slavery Act 2015)
• Export control laws
• Tax evasion prevention (Criminal Finances Act 2017)

15.2 Export Controls

If you intend to export our products or technical data, you must:

• Notify us in advance
• Obtain all required export licenses
• Comply with all Export Control Laws

15.3 Insurance Verification

Provide proof of insurance on request. Failure to maintain required insurance allows us to terminate immediately.

15.4 Marketing and Testimonials

We may request (and you agree to provide) non-confidential information about project outcomes for marketing purposes, subject to your prior written approval before publication.

15.5 Independent Contractor

We are independent contractors, not your employees, agents, or partners.

15.6 Assignment

You can't transfer this contract without our written consent (except to a group company).

15.7 Notices

Send legal notices in writing to the registered office address. Deemed received:

• If hand-delivered: on delivery
• If posted (first class, same jurisdiction): 2 business days after posting
• If posted (airmail): 5 business days after posting

15.8 Variations

Changes must be in writing and signed by authorised representatives of both parties.

15.9 Entire Agreement

This contract (Proposal + these Terms) is the whole agreement. No verbal promises or side agreements apply.

15.10 Severability

If any provision is invalid or unenforceable, it's removed but the rest stands.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms and all contracts are governed by English law.

16.2 Friendly Resolution First

If a dispute arises:

• Senior representatives from each side must meet within 10 business days
• Make a good-faith effort to resolve it without legal proceedings

16.3 Court Jurisdiction

If that doesn't work, both parties submit to the exclusive jurisdiction of the English courts.

Definitions

Background IPR

Intellectual Property owned by either party before the contract, or developed independently during the contract without using the other party's confidential information.

Confidential Information

All information (technical, commercial, financial) disclosed by one party to the other, including software, research, methodologies, data, know-how, designs, specifications, business plans, customer lists. Does NOT include publicly available information or information independently developed.

Deliverables

Physical outputs we specifically agree to produce for you under the Proposal (does NOT include our Background IP or Proprietary Technologies).

Medical Simulation Products

Anatomical models, synthetic organs, injection pads, trauma models, laparoscopic models, veterinary models, or other simulation devices for healthcare training, surgical education, medical device validation, or research.

Products

Any prototype, component, anatomical model, simulation device, synthetic organ, prosthetic, mask, SkinTech product, or other item we supply to you.

Proposal

Our written quote/offer to provide products or services.

Proprietary Technologies

Our proprietary material formulations, soft polymer and silicone technologies, 3D modelling methodologies, AI-assisted design processes, sensor integration techniques, and related manufacturing processes, trade secrets, and know-how.

Services

Consultancy, R&D, prototyping, or testing services we agree to provide.

SkinTech Products

Synthetic skin systems, sensory-integrated silicone membranes, pressure-sensitive training surfaces, temperature-responsive materials, or biomimetic skin products with embedded sensors.

The Face Forge Products

Bespoke prosthetics, custom masks, special effects components, animatronic skins, or other products for cinema, television, theatre, or artistic applications.