Evosep Biolabs Aps

Terms and Conditions for the supply of services

1. General

1.1 These terms and conditions together with any Appendixes (“Terms”) shall govern Evosep Biolabs’, business registration number DK44216701, located at Billedskærervej 15, 5230 Odense M, Denmark (“Evosep Biolabs”) performance of Services (as defined below) for the Customer. Any different or additional terms communicated by the Customer in any form are hereby rejected, unless expressly agreed to in writing by Evosep Biolabs. Evosep Biolabs and Customer may each be referred to herein as a “Party” or collectively as the “Parties.”

1.2 Evosep is entitled to unilaterally and at any time modify these Terms with legally binding effect for both Parties immediately after publication of the modified Terms.

2. Performance of Services

2.1 Evosep Biolabs will perform protein analysis of samples for Customer (“Services”). The Services range from standardized protein analysis to development of custom and licensable special analysis methods.

2.2 The scope of the Services and Customer’s requirements shall be specified in the Statement of Work. Customer is solely responsible for providing all necessary data, information, and documentation for the performance of the Services. Customer is solely responsible for ensuring that the agreed Services and deliverables are suitable for Customer’s purposes.

2.3 Services will be performed in a safe and ethical manner, including the storage, handling, and disposal of any hazardous materials, and with reasonable care and skill and in accordance with applicable laws and regulations.

2.4 Evosep Biolabs shall provide Customer with reports describing the progress and other information relating to the Services as specified in the Statement of Work or as reasonably requested by Customer from time to time.

2.5 Evosep Biolabs shall maintain complete and accurate records of the solvents, analytical procedures, methods, testing and quality control records used by Evosep Biolabs in providing the Services for one (1) year following completion of the relevant Services. The Customer can inspect such records at all reasonable times upon written request. After one (1) year the records may be deleted.

2.6 Customer’s exclusive remedy in the event of Evosep Biolabs’ breach of the performance standards described in this section is reperformance of the portion of the Services that is directly affected.

3. Price, Payment and invoices

3.1 Evosep will invoice Customer for Services performed according to the quote and the payment schedule set out in the Statement of Work. All prices exclude VAT and any other taxes, charges or fees, shipping and handling, which shall be paid by Customer.

3.2 Customer shall pay all invoices within thirty (30) days of Customer’s receipt of an invoice. Payment shall be made to the bank account specified on the invoice.

3.3 Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Evosep for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

4. Samples

4.1 Customer shall provide Evosep Biolabs with samples necessary for the performance of the Services (“Samples”). The Customer is solely responsible for sufficient supply, viability, and suitability of the Samples. Evosep Biolabs shall not be liable for any delay in the provision of Services and any increased costs due to insufficient specification, insufficient supply, or lack of viability or suitability of the Samples.

4.2 Customer represents and warrants that: (i) any Samples provided to Evosep Biolabs will conform to the overall description, features, function and specifications stated in the Statement of Work; (ii) any Samples provided to Evosep Biolabs are compliant with any applicable ethical approval policies, informed consent forms and institutional review board approvals; and (iii) Customer has the right to provide the Samples to Evosep Biolabs for provision of the Services.

4.3 Customer shall indemnify Evosep Biolabs against all liabilities, costs, expenses, damages and losses (including but not limited to any direct or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs) suffered or incurred by Evosep Biolabs as a result of or in connection with any claim made against Evosep Biolabs for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with use of Samples or processes directed by Customer in performance of the Services.

4.4 All Samples provided to Evosep Biolabs by Customer will remain Customer’s property and will only be used by Evosep Biolabs to perform the Services.

4.5 All Samples and materials are to be delivered to the location specified by Evosep Biolabs and all costs associated with the transport and insurance shall be borne by the Customer.

4.6 Evosep Biolabs assumes no responsibility and shall have no liability for any damage or loss of Samples and material during the provision of Services and transportation.

5. Personal Data

5.1 Customer shall only provide Evosep Biolabs with fully anonymized or pseudonymized personal data.

5.2 Evosep Biolabs will comply with applicable European data protection laws and regulations in force when processing such data during the performance of the Services.

5.3 Evosep Biolabs will only process personal data in accordance with Customer’s written instructions. Evosep Biolabs will not transfer personal data to a third country unless required to do so by law. Evosep Biolabs has implemented appropriate technical and organisational measures to ensure a level of security appropriate to the risk associated with the processing. Evosep Biolabs will reasonably cooperate with Customer to fulfil the Customer’s obligations towards data subjects and reasonably assist Customer in ensuring compliance with requirements on security of processing. Evosep Biolabs will delete or return all the personal data to the Customer after completion of the Services unless applicable law requires storage of the personal data.

6. Intellectual Property

6.1 All data supplied by Customer and all rights in the Samples shall remain the exclusive property of the Customer.

6.2 All data resulting from Evosep Biolabs’ analysis of the Samples shall be owned by Customer upon payment for Services. The analysis results shall be regarded as confidential and shall not be disclosed to third parties without Customer’s prior written consent.

6.3 Evosep Biolabs reserves the right to collect and analyse deidentified data arising from the Services for the purposes of: (i) improving its Services; (ii) quality controls; (iii) monitoring and benchmarking the performance of Evosep’s products; (iv) product development; (v) marketing (vi) and saving in an anonymous form in Evosep Biolabs Knowledge Database.

6.4 Evosep Biolabs shall retain sole ownership of any materials, products, methodologies, processes, computer software and code, standard operating procedures, or other intellectual property used by Evosep Biolabs or supplied by Evosep Biolabs to Customer in connection with the Services (“Evosep Biolabs Intellectual Property”). The Customer shall not have any rights to data or information which Evosep Biolabs, either independently or through third parties, has developed, derived, or otherwise created through the use of deidentified data in accordance with these Terms. Furthermore, Evosep Biolabs retains and shall own as its own property, all future rights, title and interest in and to any and all inventions, processes, technology, know-how, trade secrets, improvements, other intellectual properties and other assets that have been developed by Evosep Biolabs during the course of providing the Services (“Evosep Biolabs Developed Intellectual Property”). Customer acknowledges and agrees not to make any claim to all or any portion of the Evosep Biolabs Intellectual Property or Evosep Biolabs Developed Intellectual Property.

7. Delays

7.1 All timelines set out in the Statement of Work are estimates only. Evosep Biolabs will strive to meet any specific timelines, depending on availability and any lead times. Evosep Biolabs will promptly inform Customer of any anticipated delays, however, Customer may not hold Evosep Biolabs liable for any losses, expenses or damages caused by a delayed delivery unless otherwise agreed by Evosep Biolabs in writing.

8. Limited Warranties and Limitation of Liability

8.1 THE SERVICES AND THE RESULTS OF THE ANALYSIS ARE PROVIDED “AS IS”. EVOSEP BIOLABS PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, AND SHALL HAVE NO LIABILITY FOR ANY USE OF THE RESULTS PROVIDED AS PART OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVOSEP BIOLABS SHALL NOT BE LIABLE TO CUSTOMER, WHETHER IN TORT, CONTRACT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES, OR LOST PROFITS, CAUSED BY THE USE OF ANY DATA, RESULTS OR INFORMATION PROVIDED BY EVOSEP BIOLABS.

8.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EVOSEP BIOLABS’ AGGREGATED LIABILITY, HOWSOEVER ARISING, SHALL IN NO EVENT EXCEED THE AMOUNT WHICH AT THAT TIME HAS ACTUALLY BEEN RECEIVED FROM CUSTOMER UNDER THESE TERMS.

9. Force Majeure

9.1 Neither Party shall be responsible for nor liable for delay in performing, or failure to perform, any of its obligations under these Terms, except for any payment obligations, if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three (3) months, the Party not affected may terminate the Statement of Work by giving ten (10) business days’ written notice to the affected Party.

10. Confidentiality

10.1 Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under or in connection with these Terms. Evosep Biolabs and Customer shall each keep confidential all material and information received from the other Party, provided that any such material and information is marked as confidential. These restrictions shall continue for a period of five (5) years after the disclosure of such information and shall survive the termination of the Statement of Work except with respect to any information that constitutes a trade secret (as defined under applicable law), in which case the confidentiality and non-use obligation will continue for as long as such information continues to constitute a trade secret.

10.2 The confidentiality and non-use obligation shall not be applied to material and information which, (i) is generally available or otherwise public; (ii) the Party has received from a third party without any obligation of confidentiality; (iii) was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; or (iv) a Party has independently developed without using material or information received from the other Party.

11. Termination

11.1 Either Party may terminate the Statement of Work at any time without cause and in its sole discretion upon thirty (30) days prior written notice.

11.2 Upon termination by Customer, Evosep Biolabs shall be entitled to compensation and costs for any Services performed and any additional work as reasonably necessary as a result of the termination and winding down of the activities under the Statement of Work, or as otherwise agreed by the Parties.

11.3 The rights and obligations in these Terms which by intent or meaning have validity beyond such termination, shall survive the termination of the Statement of Work.

12. Miscellaneous

12.1 Customer acknowledges that Evosep Biolabs is in the business of providing Services for a variety of companies other than Customer. Accordingly, nothing in these Terms or the Statement of Work shall preclude or limit Evosep Biolabs from providing Services for other parties or otherwise conduct its business.

12.2 The relationship of the Parties is that of independent contractors and neither Party is a partner, employee, agent or joint venture of or with the other.

12.3 These Terms with any Appendixes constitute the entire agreement between the parties and supersede and replace all previous agreements, representations and understandings between them, whether written or oral, relating to its subject matter.

12.4 If there are special conditions set out in the Statement of Work, they will apply in addition to these Terms. If there is any conflict between these Terms and the Statement of Work, the Statement of Work will prevail.

12.5 No modifications, amendments, or waiver of any term, condition or provision in these Terms or the Statement of Work will be binding on either Party unless in writing and signed by an authorized representative of each Party.

13. Governing Law and Dispute Resolution

13.1 These Terms shall be governed by and interpreted in accordance with the laws of Denmark, without giving effect to any conflict of law provision. Any dispute or claim arising out of or in connection with these Terms shall be exclusively submitted in the first instance to the city court in Copenhagen, Denmark.

Version 1.2, July 2024
End of document.