LabStuff.Link Service Agreement

This Agreement is between Hot Shoe Media Ltd., a private limited company incorporated in England (Reg. No. 13314625), owner of the branded online service “LabStuff.Link”, having its principal place of business at 352 Bearwood Road, Birmingham B66 4ET, England, (“LabStuff.Link”, “Hot shoe Media”, “us” , “we” and “our”), and you;

Both you and we agree for LabStuff.Link to promote and propose your lab equipment and related services for short term use and/or hire and/or contract you to use such equipment (“Equipment”) to people and companies looking to use/hire/contract such equipment locally by profiling your lab and Equipment on the “LabStuff.Link” website and related social media platforms, as detailed in this Agreement.

Nature of Agreement

This Agreement is a voluntary, at will and non-exclusive agreement for both parties.

LabStuff.Link is a brand owned by Hot Shoe Media Ltd, a VAT registered marketing services company based in the UK. LabStuff.Link does not make bookings or do billings, nor does it contract with either labs or people in the use, hire or contracting of your Equipment; it is a marketing service.

We both agree that under this Agreement, or any obligation in any form or way connected to it, neither of us qualify as a contracted, part-time or full-time employee to the other.

Neither of us can present itself as an employee, manager, director or officer of the other; and neither of us can enter into any commitment, binding or otherwise, in any form, manner or style in the other’s name.

Both you and we may represent you as being a LabStuff.Link client.

You act personally as an authorized signatory of your lab and use of its equipment, and are not an intermediary, broker, agent, promoter or reseller of anyone else’s equipment or related services (ie you are the owner of the equipment).

We have the absolute, discretionary right to contract with owners and operators of other labs and equipment, and to list, promote and propose them, which may compete directly or indirectly with your business.

You have the absolute, discretionary right to contract with other marketing services, which may compete directly or indirectly with our business.

Operational Terms

We have the absolute discretionary right to decide which equipment offered by you we shall list and promote on our website, related social media and other channels.

You have the absolute discretionary right to decide if and when you want a piece of equipment to be listed, and when not; any change to come into effect within three (3) working days of notification from you to us.

You have the absolute discretionary right to modify all data and change the rates at which you want to hire our or provide contracted work using your equipment; any change to come into effect within three (3) working days of notification from you to us.

We encourage potential users to contact you directly to agree all terms and conditions for the use, hire and contract for you to use your equipment. Upon our receipt of any request from a potential user, we will inform you directly, even if the potential user has contacted you directly.

LabStuff.Link’s Obligations

We will:

publish your Equipment on the LabStuff.Link website, as provided by you, including all necessary media
promote your Equipment to target audiences
manage enquiries from potential users, working with you where appropriate to ensure a user’s specific requests and requirements are met, if functionally and commercially possible
invest as much time, funds and effort as necessary to list and promote your Equipment to the market in a proper, professional manner, and to handle all questions, queries and complaints we receive promptly.

We commit to use all reasonable care and skill, and to the best of our abilities shall fulfill our obligations, keeping you properly and regularly informed of enquiries and activities.

We acknowledge that we have a fiduciary duty towards you, in that we are entrusted with the care of your brand and offering, and we have an obligation to act in your best interests and for your benefit according to the principles enshrined in common law.

Your Obligations

You will:

provide us with a list of all Equipment you wish to have listed and promoted to potential customers with LabStuff.Link, in a way we can present Equipment in a professional manner.
provide us with all necessary lab and equipment details, including usage fees, images, videos, artwork etc so that we can present your Equipment in a professional manner.
provide us in a timely manner with any and all modifications to the information and material provided as stated above.commit to use all reasonable care and skill, and to the best of your abilities shall fulfill your obligations to us.

You specifically commit to observe and comply with all of your obligations towards users regarding the Equipment you provide them, and acknowledge that in no way is LabStuff.Link liable for the data you provide us for the listing and promotion of your Equipment, or for your own business activities.

You acknowledge you have a fiduciary duty towards us, in that you are required to provide correct and current data that we may list and promote your Equipment to the target audience, so entrusted with the care of LabStuff.Link’s brand value and reputation, and that you have an obligation to inform us in the event of any issue in the ability to provide your Equipment as stipulated.

Subscription, Expenses and Payment Process

The Subscription, subscription period , renewal and payment for the listing and promotion of your Equipment is detailed separately to this Agreement.

We are each responsible for our own expenses for the services we provide.

Termination

Either of us can terminate this Agreement for any reason, giving the other seven (7) days’ notice by email.

The person terminating exercises its right in good faith, and agrees to undertake reasonable measures to minimise any direct or indirect, actual or potential, present or future harm to the other, for example by completing outstanding subscriptions.

On termination, we shall de-list you from LabStuff.Link, delete all listings of Equipment and related materials and cease all activity in promoting your Equipment to prospective customers.

Each of us can terminate this Agreement immediately if the other:

commit any fundamental or repeated breach of this Agreement or fail to comply with any reasonable and lawful directions made by us
are negligent or incompetent in performing any contractual obligations as per this Agreement
commit a criminal offence
commit any dishonest act or omission that can reasonably be expected to damage or bring the business or societal reputation of LabStuff.Link or Hot Shoe Media into disrepute
dissolve or substantially stop conducting business or cannot pay debts as they fall due or a receiver is appointed over any of your property or assets or if you are subject to an administration order, or go into liquidation
become bankrupt or are the subject of a receiving order or makes any composition or enters any deed of arrangement with creditors or has a court administration order made against you.

Copyright, Licensing and Sub-Licensing

In this Clause, “License” means the right to use any trademark, trademark registration, copyright, copyright registration or invention for which a patent is in existence or other license of rights or interests now held or hereafter acquired by any person, and “Sub-License” means the right, directly or indirectly, to grant any license or rights acquired to the other party.

Any design, code, compilation of routine, sub-routine, APIs, software programs and any other similar modifications to such (“Platform”), is either the property of LabStuff.Link, or is licensed or sub-licensed to LabStuff.Link.

LabStuff.Link owns all proprietary rights in and to the copyrightable and/or copyrighted works of its own work as described in this Agreement, and retains all rights to that work.

We grant you a royalty free, worldwide, non-exclusive sub-license to use LabStuff.Link’s Platform and the right to use its name, logo and website link in its own promotional material.

You own all proprietary rights in and to the copyrightable and/or copyrighted works of your own designs, work and products, and retain all rights to that work.

You grant us a royalty free, worldwide, non-exclusive sub-license to use your name and other material as set out in this Agreement.

Warranties

We warrant to you that we have the ability to execute this Agreement in accordance with the terms set and the requirements of both parties.

You warrant to us that you have the ability to execute this Agreement in accordance with the terms set and the requirements of both parties.

Nothing in this section limits or excludes any liability for fraud or fraudulent misrepresentation.

Liabilities

Neither of us is liable for failure or delay in performing our respective obligations if that failure or delay is caused by something beyond reasonable control. In these circumstances, the party affected party must notify the other as soon as reasonably practicable so the Agreement can be suspended or terminated.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (made innocently or negligently) that is not set out in this Agreement.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

Other than for any payments due under this Agreement (such liability surviving the termination of this Agreement), neither of us are liable in any degree for the liabilities of the other, and no sum whatsoever will be claimed by one of us from the other for any breach of this Agreement, as the sole remedy is to terminate the Agreement as stated in the “Termination” section above.

Your total liability, however arising, under the Agreement will not exceed the total amount due to us for any services we provide you.

Notwithstanding the paragraph above, you will be liable for the unauthorised use of or passing off at your own, any of our existing or future intellectual and industrial property rights, anywhere in the world, including any invention, patent, utility model right, copyright and related right, trade mark, trade name, internet domain name, design right, design, service marks, database right, typography right, right in get-up, right in goodwill and any other right of a similar nature whether registered (or capable of registration) and the right to apply for any of these.

Other Terms

In this paragraph, “Confidential Information” means any information of a confidential nature including, without limitation, all information relating to its property, assets, business, trading practices, plans, proposals and or trading prospects, and both of us agree not to use any Confidential Information for any purpose other than in connection with this Agreement.

No one other than either of us has any right to enforce any of its terms.

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

You shall not assign, transfer or sub-contract any of your rights and obligations under this Agreement.

LabStuff.Link (and Hot Shoe Media as brand owner) reserves the right to transfer its ownership, name, brand, activities and any other business to a third party at any time, without notice to you.

LabStuff.Link (and Hot Shoe Media as brand owner) reserves the right to modify this Agreement from time to time, and will inform you of such changes so as to give you an option to terminate the Agreement if you so wish, within five (5) working days from receipt of such notice of change, no option to terminate from you being received within that time being regarded as implicit consent to that change.

This Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation is governed by, and construed in accordance with, the laws of England and Wales.

Last Revised
05 March 2024
Carla Ottersen
Co-Founder