Legal Notice

Legal Structure

MindWalk is an innovation-driven, technology platform company that supports its pharmaceutical and biotechnology company partners in their quest to discover and develop novel, therapeutic antibodies against all classes of disease targets.

All references on this website to “MINDWALK” (or "we" or "us”) should be read as referring to MindWalk Holdings Corp. and/or its affiliated firms or entities.

Copyright & Trademarks

MindWalk and B cell Select are trademarks of MindWalk Holdings Corp.

LensAI and HYFT are trademarks of BioStrand BV, an independently operating subsidiary of MindWalk Holdings Corp., doing business as MindWalk.

All references on this website to “MINDWALK” (or "we" or "us”) should be read as referring to MindWalk Holdings Corp. and/or its affiliated firms or entities.

Conditions of sale

Terms and Conditions (Lab Services)

1. Scope

1.1 All quotations and sales by MindWalk Holdings Corp. and its affiliates (“MindWalk”) to a purchaser are subject to and expressly governed by the terms and conditions contained herein.

1.2 If purchaser submits any acknowledgment of the order or other document that contains terms and conditions that are inconsistent with or in addition to the order or these terms and conditions, those additional or inconsistent terms are specifically rejected by MindWalk and MindWalk hereby objects to any such terms and conditions.

1.3 No variation of these terms and conditions will be binding upon MindWalk unless agreed to in writing and signed by an officer or other authorized representative of MindWalk and shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.

2. Order Changes and Cancellations

2.1 Orders arising hereunder may be changed or amended only by written agreement signed by both purchaser and MindWalk, setting forth the particular changes to be made and the effect, if any, including but not limited to changes of scope, price, or time of delivery.

2.2 Purchaser may cancel an order only by providing written notice to MindWalk at least fourteen (14) calendar days prior to the scheduled products delivery date or start of the services. Cancellation of an order at any other time shall result in an immediate charge of hundred (100) percent of the gross sales price of the upfront payment of the original order.

3. Delivery and Acceptance

3.1 MindWalk will use its reasonable commercial efforts to fulfil purchaser’s orders pursuant to any agreement for the supply of products.

3.2 All products ordered by purchaser pursuant to an order shall be delivered Ex-Works MindWalk 's shipping point Victoria, British Columbia, Canada for ImmunoPrecise Antibodies (Canada) Ltd. d/b/a MindWalk Biologics Ltd. Products shall be deemed accepted upon delivery, subject only to revocation hereinafter. Purchaser may revoke acceptance of any delivery of products, which are not in compliance with the specifications as provided under warranty herein. In order to revoke acceptance, purchaser must pay for the shipment as provided in Section 5 and comply with the provisions of Section 7.

3.3 If purchaser declines acceptance of an anticipated delivery of products, and if no alternative delivery date is mutually agreed upon, MindWalk may store the products at purchaser's expense, and after a thirty (30) day notice, dispose of them.

3.4 Any time or date for delivery is an estimate of the date on which the products will be delivered to purchaser. MindWalk will make a good faith effort to meet the delivery date, but time shall not be of the essence with regard to delivery at such time or date.

3.5 Where delivery of any product requires an export license or other authorization before shipment, MindWalk shall not be responsible for any delay in delivery due to delay in, or refusal of, such license or authorization.

3.6 MindWalk will provide any advice and perform all other services, if any, to the best of its knowledge and ability and in accordance with professional standards.

Services may be governed by a distinct master service agreement.

3.7 MindWalk will perform a basic incoming goods control on all materials supplied by a purchaser to perform the services. If, during the course of the performance of the service, it is determined that the purchaser's material is defective, incorrect or in any other form not suitable for the work, MindWalk will charge the full-service fee as agreed in the purchase order.

4. Prices and Taxes

4.1 Unless otherwise stated, prices are without engagement and may be altered by MindWalk to those ruling at the date of dispatch. Should the prices be increased in consequence thereof, then upon receipt of MindWalk’s notification of such price-increase purchaser shall have the right to cancel the order in respect of the products which have not yet been dispatched.

4.2 All taxes, duties, levies and similar expenses, which are or become due in connection with MindWalk’s quotation, contract or any order resulting therefrom and the carrying out thereof are for MindWalk’s account as far as they are due in the supplier's country, and for the account of purchaser as far as they are due in purchaser's country or in such other country or countries for which the products are destined or in which any services will be performed, irrespective of which party (including its representatives/ employees) will be liable to pay such taxes.

5. Payment

5.1 Purchaser shall pay all invoices for products ordered by and delivered to purchaser without any deductions, suspension, discounts, set off or debt settlement within thirty (30) days from the date of invoice in the currency invoiced. If an invoice balance is overdue, without waiving any other rights and remedies at law or relative to any order, MindWalk may (a) refuse to accept additional orders; (b) refuse to ship ordered products or render further services; and/or (c) seek collection from purchaser, including all legal fees and other costs of collection.

5.2 If the financial condition of purchaser results in the insecurity of MindWalk, in its sole discretion, as to the ultimate collectability of the purchase price, MindWalk may, without notice to purchaser, delay or postpone the delivery of the products or suspend the performance of the services; and MindWalk, at its option, may change the terms of payment to payment in full or in part prior to shipment of the entire undelivered balance of said products.

5.3 In the event of default by purchaser in the payment of the purchase price or otherwise, purchaser agrees to pay the balance then due to MindWalk on demand. Purchaser also agrees to pay the statutory commercial interest rate from the due date until the date on which payment is made in full, and all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by purchaser in any of the terms hereof.

6. Product Ownership and Retention of Title

6.1 Antibodies produced, and the reagents subsequently supplied or other products delivered by MindWalk to purchaser shall become the property of purchaser subject to Section 6.2.

6.2 Title to and ownership of antibodies produced, and reagents subsequently supplied or other products delivered to purchaser shall be retained by MindWalk until MindWalk has received payment in full. Until the moment of full payment of all products delivered, purchaser shall not be authorized to give or permit third parties the use of the products, to rent or pledge, to transfer the title or to alienate or encumber same in any other way.

7. Limited Warranty and Remedy

7.1 Purchaser acknowledges that services and products provided by MindWalk constitute scientific research and experimental development consequently, MindWalk will not guarantee any specific results and the obligations of MindWalk herein are obligations of means rather than of results. However, MindWalk shall use its reasonable best efforts for the services and products to substantially comply with any specifications agreed to by the parties as specified in a relevant work order.

7.2 MindWalk’s duty under this warranty shall be to replace such deficient parts or products that are deemed to be deficiencies from the specifications agreed to by the parties in a work order, or, at MindWalk’s option, repair such parts or products or have them repaired at MindWalk’s order, always free of charge, provided that (a) MindWalk is informed by purchaser in writing (including by email) within fourteen (14) days after the defect(s) have revealed themselves (b) purchaser shall afford MindWalk prompt and reasonable opportunity to inspect all products as to which any claim is made that such products do not conform to the warranties provided herein, (c) at MindWalk’s option, purchaser shall either allow MindWalk to take control of such products and direct their disposal or, upon receipt of shipping instructions from MindWalk, purchaser shall return to MindWalk, at MindWalk’s cost, all products allegedly not conforming to the specifications as warranted; provided, however, in the event that it is subsequently determined that such products do in fact conform to the specifications in all material respects, purchaser shall reimburse MindWalk for all such shipping costs incurred by MindWalk, and (d) deficient parts and products shall become MindWalk’s property as soon as they have been replaced. The warranty does not cover damage sustained by normal wear and tear or any damage arising in consequence of negligence or improper handling or use of the products or parts thereof, or of improper installation or of maintenance by unauthorized persons, or of improper storage in the event of the products wholly or partly being stored by purchaser previous to installation or use.

7.3 Except for the foregoing warranty, MindWalk does not warrant the merchantability or fitness for a particular purpose of the products or the performance or noninfringement thereof, does not make and hereby expressly disclaims any warranty, express or implied, with respect to the products, specifications, support, services or anything else relating to the products and does not make any warranty to purchaser, purchaser's customers or their agents concerning the products and services.

7.4 If the services include the discovery of an antibody, the result is dependent on the antigenicity of the material provided by purchaser; such services may be governed by a distinct master service agreement. MindWalk does not warrant that the antibodies developed by MindWalk apply in a particular technique or that the material supplied by purchaser is immunogenic.

7.5 In addition, MindWalk does not warrant that the use or sale of the products delivered hereunder will not infringe intellectual property rights covering the product itself or the use thereof in combination with other products or in the operation of any process.

8. Limited Liability

8.1 Purchaser acknowledges and agrees that MindWalk's warranty undertaking pursuant to Section 7.2 or with any agreed modification thereof shall be MindWalk’s sole liability and purchaser's sole and exclusive remedy relative to any product or related services.

8.2 In the event MindWalk fails to perform any of its services in accordance with Section 3.6 or in the event of any other breach of contract or tort, or it agrees with purchaser in writing that no warranty shall be provided under Section 7.2, MindWalk’s liability shall not exceed the amount paid by purchaser for the defective products or services under the order or contract concerned.

8.3 To the extent the above exclusions or limitations of liability are not permitted under applicable law, MindWalk’s liability to purchaser, whether based on contract, tort or other theory or concept, shall at no time exceed CAD 25,000 for ImmunoPrecise Antibodies (Canada) Ltd., d/b/a MindWalk Biologics Ltd.

8.4 In no event shall MindWalk or its affiliates or their respective representatives be liable to purchaser or its affiliates, whether based in contract, tort, warranty, obligations to undo or any other legal or equitable grounds, for any loss of the income, profit or savings or cost of capital of purchaser or its affiliates, for any indirect or consequential damages resulting from or relating to the order or the products delivered or services provided hereunder, even if MindWalk has been advised of the possibility of such damages.

9. Purchaser's Use of Products

9.1 MindWalk's products are intended solely for laboratory research purposes and, unless otherwise stated on product labels, on MindWalk's website or in other literature furnished to purchaser by MindWalk, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, food, drugs, medical devices or cosmetics for humans or animals.

9.2 Purchaser acknowledges that the products have not been tested by MindWalk for safety and efficacy in food, drugs, medical devices, cosmetics or for commercial or any other use, unless otherwise stated in MindWalk's literature furnished to Purchaser. Purchaser realizes that, since MindWalk's products are, unless otherwise stated, intended primarily for research purposes, they may not be listed on the United States Toxic Substances Control Act (TSCA) inventory or similar inventory in any other country. Purchaser assumes responsibility to assure that the products purchased from MindWalk are approved for use under the law of the state or country of its residence. Purchaser has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from MindWalk. Purchaser agrees to comply with instructions, if any, furnished by MindWalk relating to the use of the products and not misuse the products in any manner. No products purchased from MindWalk shall, unless otherwise stated, be considered to be food, drugs, medical devices or cosmetics.

9.3 Notwithstanding purchaser acquiring ownership of any product other than Results (defined hereunder) of services under Section 10.2, purchaser shall not (a) decompile or reverse engineer any of the products or attempt to do so; (b) perform any studies to determine the structure, chemical composition, or other makeup of the products; or (c) make any copy, derivative or progeny of the product, nor permit or enable any third party to do so, unless and to the extent expressly permitted in any contract between MindWalk and purchaser.

10. Intellectual Property Rights

10.1 By entering into each and any contract, purchaser acknowledges that all know how and intellectual property rights (“MindWalk IPR”) in respect of assays, reagents, antibodies, working and testing methods, procedures and protocols originated or used by MindWalk prior to any purchaser’s order or contract with purchaser, as may be used or improved during the services hereunder, shall be retained by MindWalk.

10.2 Except for the MindWalk IPR, MindWalk agrees that all materials, reports, information, discoveries, specimens or inventions, whether copyrightable, patentable or not, arising from MindWalk’s performance of services pursuant to an accepted order or contract for services by purchaser, (collectively the “Results”) shall promptly be disclosed to purchaser and, subject to payment of all amounts due by purchaser under such order or contract, purchaser will acquire all right, title and interest in and to the Results, and MindWalk hereby irrevocably assigns, and transfers to purchaser the entire right, title and interest of MindWalk in and to the Results free from any liens or encumbrances. MindWalk agrees to assign, and have any and all its personnel participating in the relevant services assign, all rights each and all may have in such Results to purchaser and execute any related documents purchaser may reasonably require to give effect to this clause.

10.3 In the event purchaser requires MindWalk to perform services concerning products, materials or processes owned or to be owned by purchaser or third parties or unrevealed sources, MindWalk shall be deemed granted a license under purchaser or third parties’ intellectual property rights to perform same, being understood that services shall be governed by a distinct master service agreement which may include supplemental provisions regarding the license granted to MindWalk.

10.4 Purchaser retains all right, title and interest in and to the information and other content that it submits to MindWalk. When purchaser contributes information and other content (except for purchaser’s confidential information regarding targeting the molecule of interest), purchaser hereby grants to MindWalk and its affiliates, licensees and sub- licensees a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable right to copy, store, use, adapt, create derivative works based upon, distribute, perform and display such information and content. Without limiting the generality of the foregoing, the purchaser accepts that MindWalk will use information provided, discovered or created to fulfill an order to train algorithms and to develop models (including through neural network techniques), which may be used to provide products and services to third parties. MindWalk reserves the right to decline to include purchaser's submission, and to remove or delete any content. Purchaser represents and warrants that the content will not contain third-party copyrighted material or material that is subject to third party intellectual or proprietary rights, unless purchaser is legally entitled (as the rightful owner or as a licensee of the rightful owner) to contribute such content and to grant MindWalk the foregoing content license. Use of the content by MindWalk in the ways contemplated by these terms will not infringe or violate the rights of any third party, including a third party's contract rights, copyrights, publicity rights, privacy rights, or any other intellectual property or proprietary right. Purchaser agrees and undertakes to obtain moral rights waivers as required for MindWalk to exercise its reserved rights hereinabove. Purchaser represents and warrants that its contribution of the content complies with the confidentiality obligations that apply to it.

11. Purchaser's Representations and Indemnity

11.1 Purchaser represents and warrants that it shall use all materials and other products ordered in a lawful manner.

11.2 Purchaser shall defend MindWalk, its employees, agents, affiliates and contractors, and shall indemnify and hold them harmless from and against all suits, actions, or proceedings, at law or in equity, and from all claims, costs, liability, damages, losses and expenses (including, without limitation, attorneys' fees, consultants' fees, experts' fees) of third parties that are related to or in connection with (a) products, process or related information, if applicable, being wrongfully disclosed by purchaser to MindWalk or others hereunder, (b) infringement, misappropriation, and/or conversion as a result of MindWalk's possession and/or use of such products, process or related information disclosed by purchaser, (c) purchaser’s use or any third party’s use of the Results, whether or not used, applied, made available, licensed or sold in combination with or incorporated in other product or process, or (d) the death or bodily injury of any third party or the damage, loss or destruction of any tangible personal or real property arising from or related to purchaser's use of products, or its manufacture or sale of any Results, products or utilizing of products or process.

12. Force Majeure

12.1 Delay in performance or non-performance of any obligation contained herein, other than purchaser's obligation to pay, shall be excused to the extent such failure or non-performance is caused by force majeure. Force majeure shall mean any cause or event preventing performance of an obligation under the order or contract which is beyond the reasonable control of MindWalk or purchaser, as the case may be, including without limitation, physical security or cybersecurity breach (except if such could have been avoided by usual security measures) fire, flood, internet, telephone or power shortage or other similar events, mechanical breakdown, sabotage, shipwreck, embargo, explosion, strike or other labor trouble, accident, riot, acts of governmental authority (including, without limitation, act based on laws or regulations now in existence as well as those enacted in the future), and public health crisis, such as a plague, epidemic or pandemic, acts of God. The party prevented to perform by force majeure shall promptly provide notice to the other party, explaining in detail the full particulars and the expected duration thereof and it shall use its commercially reasonable efforts to remedy the interruption or delay if it is reasonably capable of being remedied. In the event a force majeure situation extends for more than thirty (30) days, the order or contract may be terminated without any liability by either party upon written notice thereof to the other. In the event of a force majeure compelling MindWalk to allocate production and deliveries of products, MindWalk may allocate its available supply of products among MindWalk's customers (including purchaser) and MindWalk's internal uses in such manner as MindWalk deems fair and reasonable. Such allocation shall not be deemed a breach of contract.

13. Assignment and Subcontracting

13.1 MindWalk may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under orders or sales governed by these terms and conditions.

13.2 Purchaser may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under orders or sales governed by these terms and conditions, without the prior written consent of MindWalk.

14. Confidentiality

14.1 The receiving party of all information disclosed by or on behalf of a party (in whatever medium including in written, oral, visual or electronic form), including all information which is either marked as being confidential or which would reasonably be deemed to be confidential in the ordinary course of business ("Confidential Information'') shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees: (a) not to use any Confidential Information of the disclosing party for any purpose outside the scope of these terms and conditions; and (b) except as otherwise authorized by the disclosing party in writing, to limit access to Confidential Information of the disclosing party to those of its employees, affiliates, contractors and subcontractors who need such access for purposes consistent with these terms and conditions and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those herein.

14.2 The receiving party may disclose Confidential Information of the disclosing party if required by law or regulations to do so, provided the receiving party gives the disclosing party prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure.

14.3 The foregoing shall not apply to Confidential Information: (a) which was already lawfully known to the receiving party, other than under an obligation of confidentiality, prior to these terms and conditions, as evidenced by its written records; (b) which is or becomes generally available to the public by use, publication or the like, through no fault or omission of the receiving party's employees, affiliates, contractors and subcontractors; (c) which is disclosed to the receiving party without restriction on use or disclosure by a third party who has the legal right to disclose such Confidential Information and that is not under a confidentiality obligation, directly or indirectly, toward the disclosing party; or (d) which is developed by the receiving party outside and independent, without the use of the Confidential Information of the disclosing party, as evidenced by its written records.

15. Miscellaneous

15.1 Purchaser agrees that after any sale governed by these terms and conditions, and for a period of two (2) years thereafter, purchaser will not hire or directly or indirectly solicit for employment any employee or independent contractor of MindWalk who performs services hereunder.

15.2 These terms and conditions and any quotation, order or sale governed by these terms and conditions constitute the entire agreement of the parties in respect of the subject matter hereof and supersede any previous arrangement, understanding or agreement between them.

15.3 The invalidity or unenforceability of any provision of these terms and conditions shall not affect the validity or enforceability of the remainder of these terms and conditions and the parties shall use all reasonable endeavors to agree within a reasonable time upon any lawful and reasonable variations to these terms and conditions which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the invalid or unenforceable provision.

16. Governing Law and Venue

16.1 These terms and conditions and any quotation, order or sale governed by these terms and conditions shall be subject to and construed in accordance with the laws of Belgium (when with BioStrand BV, d/b/a MindWalk), with the laws of the Province of British Columbia and the laws of Canada (when with ImmunoPrecise Antibodies (Canada) Ltd. d/b/a MindWalk Biologics Ltd), with the laws of the State of Delaware, USA (when with ImmunoPrecise Antibodies (USA)). The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable.

16.2 The exclusive venue for proceedings arising under or in connection with any quotation, order or sale governed by these terms and conditions shall be the Court of Limburg, Belgium (BioStrand BV, d/b/a MindWalk), the Court of Victoria, British Columbia, Canada (ImmunoPrecise Antibodies (Canada) Ltd. d/b/a MindWalk Biologics Ltd), a court of the State of Delaware, USA (ImmunoPrecise Antibodies (USA).

MindWalk Holdings Corp. General Conditions of Sale, version 20220401

MindWalk Holdings Corp.-
823 Congress Ave, Suite 300, Austin, TX 78701, USA

ImmunoPrecise Antibodies (USA) Ltd. -
3523 45th St. S., Suite 100 PMB#5961 Fargo, ND 58104, USA

ImmunoPrecise Antibodies (Canada) Ltd. d/b/a MindWalk Biologics Ltd. -
Suite 3204-4464 Markham Street, Victoria, B.C. V8Z 7X8, Canada

BioStrand BV, d/b/a MindWalk -
Agoralaan Abis 3590 Diepenbeek Belgium

Terms and Conditions (In Silico and Data)

Scope
1.1 All quotations and sales by BioStrand and its Affiliates (“BioStrand”) that are not governed by a Master Services Agreement are subject to and governed by the terms and conditions contained herein (“Terms and Conditions”). Where a separate Master Services Agreement has been concluded between BioStrand and Purchaser, the terms of the Master Services Agreement and its Attachments will prevail.
1.2 No variation of this Terms and Conditions or any additional terms and conditions will be binding upon BioStrand unless explicitly negotiated and agreed to in writing and signed by an authorized representative of BioStrand.
Definitions
Terms used in these Terms and Conditions with their initial letters capitalized have the meanings ascribed to them in this section. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). As used in these Terms and Conditions:

(a) “Affiliate” shall mean, with respect to any Party, any corporation, partnership, limited liability company or other legal or business entity which, directly or indirectly, controls, is controlled by, or is under common control with, the specified Party. For purposes of this definition, the term “control” as applied to any Party or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management of that Party or entity, whether through ownership of more than fifty percent (50%) of the voting securities of such entity, by contract, or otherwise.

(b) “Background Materials” means, with respect to BioStrand, (i) any information, data, technology, processes, proprietary Artificial Intelligence and Machine Learning (AI/ML) algorithms and related software (including any source code) or application thereof, Intellectual Property Rights and any other exclusive rights or any other materials (¨Material¨) developed by or for BioStrand, or acquired by BioStrand (including materials and technology available to BioStrand in accordance with a license grant) prior to the Effective date, (ii) any Material conceived, reduced to practice, authored, created or developed by BioStrand, separately and independently of BioStrand’s supply of services and/or products under this Agreement and conditions subsequent to the Effective date and (iii) any Material resulting from the application of BioStrand’s tools on Purchaser’s Materials, excluding Purchaser’s proprietary information and Deliverables and/or (iv) all inventions developed in connection with the Services or otherwise under thisAgreement, provided that the improvements, modifications and inventions are of general applicability to BioStrand and its Affiliates’, technologies, excluding Purchaser’s proprietary information or Deliverables.

(c) “Confidential Information” means all information disclosed (orally or in writing) by one party (“Discloser”) to any other party (“Recipient”) prior to the termination of this Agreement (before or after the Effective Date) which is marked “proprietary” or “confidential” or for which it is apparent from the nature of the information that it is considered confidential.

(d) “Effective date” means date at which these Terms and Conditions are accepted following the placement of an order.

(e)“Deliverables” means those documents and materials, including but not limited to reports, analyses, data, electronic representation of sequences, and other similar materials, that BioStrand provides and delivers to Purchaser as a result of the Services and in accordance with these Terms and Conditions. The Deliverables do not include BioStrand’s Background Materials.

(f) “Intellectual Property Rights” means all inventions, patents, copyrights, designs and any and all applications for, and extensions, divisions, and reissuances of, any of the foregoing, and rights therein, everywhere in the world, and whether arising by statute or common law.

(g) ”Product” means the product(s) as limitatively described in the order placed by Purchaser.

(h) “Purchaser” is the entity placing an order.

(i) “Purchaser Materials” means all information and materials specific to Purchaser or its requirements that are furnished by the Purchase or necessary for BioStrand’s performance under this Agreement.

(j) “Sequence” means the entire DNA, RNA, or any other such sequence representing a macromolecule.

(k) “Service Provider” is that entity identified as such on the Cover Page.

(l) “Services” means the services provided by BioStrand pursuant to the Purchaser’s order

(m) “Terms and Conditions” means these terms and conditions contained herein.
Order Changes and Cancellations
3.1 Orders arising hereunder may be changed or amended only by written agreement signed by both Purchaser and BioStrand, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery.
3.2 Purchaser may cancel an order only by providing written notice to BioStrand within fourteen (14) calendar days of placing the order. Upon termination of an order within fourteen (14) calendar days, Purchaser will immediately pay BioStrand all fees, costs and expenses owed to or incurred by BioStrand, up to the effective date of such termination. Cancellation of an order at any other time shall result in an immediate charge of hundred (100) percent of the gross sales price of the original order.
Delivery and Acceptance
4.1 Purchaser understands and acknowledges that Services and Products are research and development and experimental in nature and will be process and performance only (or accepted “AS-IS”) and will not be subject to rejection at any time.
4.2 BioStrand shall provide its commercially reasonable efforts to meet the delivery date, but any time or date for delivery is an estimate of the date on which the services and/or products will be delivered to Purchaser.
4.3 If, during the course of the performance of the order and Service, it is determined that the input material delivered by the Purchaser is inadequate or incorrect or in any other form not suitable for the work, BioStrand will charge the full-service fee as agreed in the Purchaser’s order.
Prices and Taxes
5.1 Unless otherwise stated, Purchaser acknowledges that prices may be altered from those ruling at the date of dispatch following a change of circumstances outside of BioStrand’s control. Should the prices be increased in consequence thereof, then upon receipt of BioStrand’s notification of such price-increase Purchaser shall have the right to cancel the order in respect of the services and/or products which have not yet been dispatched, provided such cancellation is notified to BioStrand in writing within a fourteen (14 day period) following reception of said notification.
5.2 All taxes, duties, levies and similar expenses, which are or become due in connection with BioStrand’s quotation, contract or any order resulting therefrom and the carrying out thereof are for BioStrand’s account as far as they are due in BioStrand's country, and for the account of Purchaser as far as they are due in Purchaser's country or in such other country or countries for which the services and/or products are destined or in which Services will be performed, irrespective of which party (including its representatives/ employees) will be liable to pay such taxes.
Payment
6.1 Purchaser shall pay all invoices for services and/or products ordered within thirty (30) days from the date of invoice in the currency invoiced. If an invoice balance is overdue, BioStrand may, all rights and remedies reserved, (a) refuse to accept additional orders; (b) refuse to transfer the Deliverables or render further Services; and/or (c) seek collection from Purchaser, including all legal fees and other costs of collection.
6.2 If the financial condition of Purchaser results in insecurity for BioStrand, BioStrand may, following notice to Purchaser, delay or postpone the delivery of the services and/or products or suspend the performance of the Services; and BioStrand may change the terms of payment to payment in full or in part prior to delivery of the entire undelivered balance of said services and/or products due to such change in circumstances.
6.3 In the event of default by Purchaser in the payment of the purchase price or otherwise, Purchaser agrees to pay the balance then due to BioStrand on demand. Purchaser also agrees to pay the statutory commercial interest rate from the due date until the date on which payment is made in full, and all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Purchaser in any of the terms hereof.
Product Ownership and Retention of Title
7.1 Products or Services delivered by BioStrand to Purchaser shall become the property of Purchaser subject to Section 2.
7.2 Title to and ownership of all Background Materials shall be retained by BioStrand at all time. All title to and ownership of Intellectual Property rights shall be retained by BioStrand pursuant to Section 11. BioStrand shall retain all title to and ownership of services and/or products until it has received payment in full for the Services rendered. Until the moment of full payment of all services and/or products delivered, Purchaser shall not be authorized to give or permit third parties the use of the services and/or products, to rent or pledge, to transfer the title or to alienate or encumber same in any other way.
Limited Warranty
8.1 The Purchaser acknowledges that the Services and Deliverables provided are meant to be for research purposes only and that the Services are scientific research and experimental in nature. BioStrand does not guarantee any specific results in performing the Services nor any specific results stemming from the products. All results shall be considered and delivered “as is”.
8.2 Purchaser represents and warrants to BioStrand that: (a) Purchaser owns all right, title and interest in and to, or has full and sufficient authority to use, all materials or data furnished by Purchaser (including Purchaser Materials); (b) Purchaser will secure and comply with the Terms and Conditions of any licensing agreements which govern the use of any Purchaser Materials owned by third parties; (c) the Purchaser Materials do not infringe the patent, copyright, trademark or other Intellectual Property Rights of any party, or constitute libel, slander, defamation, invasion of privacy, or violation of any right of publicity or any other third party rights; (d) Purchaser has or will secure all necessary consents, permissions, clearances, authorizations and waivers for the use of Purchaser Materials; and (e) Purchaser has complied and will comply with all legislation, rules and regulations regarding the use of Purchaser Materials.
8.3 The Purchaser warrants that the requested Purchaser Material-derived Deliverables do not and shall ensure any Deliverables do not infringe the patent, copyright, trademark or other Intellectual Property Rights of any party, or constitute libel, slander, defamation, invasion of privacy, or violation of any right of publicity or any other third party rights and that should the Purchaser become aware of any indications of such infringement, it will inform BioStrand thereof immediately.
8.4 BioStrand makes no warranties of any kind or nature, whether express or implied, inlcluding, but not limited to, warranties of merchantability or fitness for a particular purpose or use. BioStrand expressly disclaims any liability to compliance with laws applicable to Purchaser, including Purchasers use of Purchaser Material and/or Deliverables, which will be and are the sole and exclusive responsibility of Purchaser. BioStrand does not warrant or represent that the Services or Deliverables supplied will be acceptable to or in compliance with any regulatory or governmental agency to which they are presented. No representation or warranties have been made to Purchaser that the Deliverables will not infringe any patent or proprietary right of third party or parties.
Limited Liability
9.1 Purchaser acknowledges and agrees that all obligations of BioStrand under this Agreement are obligations of means.
9.2 BioStrand is not liable for defects in the Services attributable to inadequate or incorrect input from the Purchaser, or from third parties.
9.3 BioStrand’s liability shall be limited in accordance with Article 8, 11 and 15. Moreover, in any event, BioStrand’s entire liability under this Agreement, whether in contract or in tort, shall not exceed the total amount effectively paid for the Services by the Customer under this Agreement.
9.4 To the extent the above exclusions or limitations of liability are not permitted under applicable law, BioStrand’s liability to Purchaser, whether based on contract, tort or other theory or concept, shall at no time exceed Euro 25,000.
9.5 In no event shall BioStrand or its Affiliates or their respective representatives be liable to Purchaser or its Affiliates, whether based in contract, tort, warranty, obligations to undo or any other legal or equitable grounds, for any loss of the income, profit or savings or cost of capital of Purchaser or its Affiliates, for any indirect or consequential damages resulting from or relating to the order or the products delivered or Services provided hereunder, even if BioStrand has been advised of the possibility of such damages.
Purchaser’s Use of Products
BioStrand's Products and Services are intended solely for research purposes and, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, food, drugs, medical devices or cosmetics for humans or animals.
Intellectual Property Rights
11.1 All Intellectual Property related to BioStrand’s Background Materials and the use thereof is, and shall remain, the exclusive ownership of BioStrand and its affiliates at all times. Purchaser shall make no claim of ownership in or to BioStrand’s Background Materials at any time. The Purchaser will not attempt to reverse engineer, extract, decompile, or disassemble the BioStrand’s Background Materials for any purposes whatsoever. Purchaser acknowledges that, in the course of providing the Services, BioStrand may develop or discover methods, enhancements, and other improvements to BioStrand’s Background Materials (all such improvement owned by BioStrand and its affiliates are defined as “BioStrand Improvements”). Further, BioStrand shall own all patent rights, copyrights, trade secrets, and other intellectual property rights in and to each BioStrand Improvements (collectively, the “Improvement IP Rights”).
11.2 Except as provided in this Section, BioStrand retains all exclusive rights in its knowledge, experience, and know-how (including trade secrets, processes, ideas, concepts, and techniques) acquired in the course of the performance of Services and provision of Deliverables. Nothing in this Agreement shall be construed as granting a license to use the BioStrand trademarks or trade names other than to identify BioStrand as the provider of Services and Products.
11.3 Purchaser retains all right, title and interest in and to the information and other content that are submitted to BioStrand, including Purchaser Materials. Purchaser acknowledges that any information deduced from the application of BioStrands’ tools to Purchaser information and materials during the provision of the Services, that is not Purchaser’s proprietary information nor Deliverables (“Derived Materials”), will be part of BioStrand’s Background Materials as set out in Article 2.
11.4 Purchaser accepts that BioStrand may use statistical data, logic and patterns, parts, and components of Sequences, but which does not specify or result in the exact Sequence identification, received, provided, discovered, created or generated as part of the Services to train and/or improve its Background Materials. The Purchaser accepts that BioStrand may use any Derived Materials without limitation in time or territory.
Non-exclusivity
In recognition that Service Provider personnel performing under this Agreement may perform similar services for other clients, this Agreement will not prevent Service Provider from providing services or developing materials that are competitive with those developed or provided under this Agreement, regardless of any similarity between such services or materials. Service Provider will be free to use its general knowledge, skills, and experience, and any ideas, concepts, know-how and techniques used in the course of providing the Services, on other engagements. Service Provider’s other clients will have the right to use materials incorporating such ideas, concepts, know-how and techniques.
Purchaser’s Representations and Indemnity
13.1 Purchaser represents and warrants that it shall use all Services and Products ordered in a lawful manner.
13.2 Purchaser shall defend BioStrand, its employees, agents, Affiliates and contractors, and shall indemnify and hold them harmless from and against all suits, actions, or proceedings, at law or in equity, and from all claims, costs, liability, damages, losses and expenses (including, without limitation, attorneys' fees, consultants' fees, experts' fees) of third parties that are related to or in connection with (a) products, process or related information, if applicable, being wrongfully disclosed by Purchaser to BioStrand or others hereunder, (b) infringement, misappropriation, and/or conversion as a result of BioStrand's possession and/or use of such products, process or related information disclosed by Purchaser, (c) Purchaser’s use or any third party’s use of the Products, whether or not used, applied, made available, licensed or sold in combination with or incorporated in other product or process, or (d) the death or bodily injury of any third party or the damage, loss or destruction of any tangible personal or real property arising from or related to Purchaser's use of Products, or its manufacture or sale of any Products or utilizing of Products or process.
Force Majeure
Delay in performance or non-performance of any obligation contained herein, other than Purchaser's obligation to pay, shall be excused to the extent such failure or non-performance is caused by force majeure. Force majeure shall mean any cause or event preventing performance of an obligation under the order or contract which is beyond the reasonable control of BioStrand or Purchaser, as the case may be, including without limitation, physical security or cybersecurity breach (except if such could have been avoided by usual security measures) fire, flood, internet, telephone or power shortage or other similar events, mechanical breakdown, sabotage, shipwreck, embargo, explosion, strike or other labor trouble, accident, riot, acts of governmental authority (including, without limitation, act based on laws or regulations now in existence as well as those enacted in the future), and public health crisis, such as a plague, epidemic or pandemic, acts of God. The party prevented to perform by force majeure shall promptly provide notice to the other party, explaining in detail the full particulars and the expected duration thereof and it shall use its commercially reasonable efforts to remedy the interruption or delay if it is reasonably capable of being remedied. In the event a force majeure situation extends for more than thirty (30) days, the order or contract may be terminated without any liability by either party upon written notice thereof to the other.
Assignment and Subcontracting
15.1 BioStrand may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under orders or sales governed by these Terms and Conditions.
15.2 Purchaser may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under orders or sales governed by these Terms and Conditions, without the prior written consent of BioStrand.
Confidentiallity
16.1 The Recipient of all Confidential Information shall use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) and agrees: (a) not to use any Confidential Information of the Discloser for any purpose outside the scope of these Terms and Conditions; and (b) except as otherwise authorized by the Discloser in writing, to limit access to Confidential Information of the Discloser to those of its employees, Affiliates, contractors and subcontractors who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Recipient containing protections no less stringent than those herein.
16.2 The duties of confidentiality and nondisclosure under this Agreement will not apply to any information that (i) at the time of disclosure to Recipient, had previously been published or was otherwise publicly available; (ii) is published or becomes otherwise publicly available after having been disclosed to Recipient, unless through the breach by Recipient or any of its employees, Affiliates, contractors and subcontractors of its obligations under this these Terms and Conditions; (iii) is independently developed by Recipient without reliance on the Confidential information; or (iv) prior to disclosure to Recipient, was already in Recipient’s possession on a non-confidential basis.
16.3 Recipient may disclose Confidential Information of Discloser as required by a subpoena, court order or otherwise by law, provided that - to the extent possible - it gives Discloser written notice in advance of such disclosure sufficient to permit Discloser to seek to quash the subpoena or obtain an appropriate protective order and, if nonetheless required to disclose, provides only the minimum Confidential Information necessary to comply with the subpoena, order, or as otherwise lawfully required.
16.4 Each party’s obligations under this section will survive termination of this Agreement and will continue in full force and effect with respect to Confidential Information of the other party for five (5) years from the date of disclosure of such Confidential Information, except that nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law or of a personal information under applicable laws pertaining to personal data. If any Confidential Information is a trade secret under applicable law, Recipient will treat such Confidential Information as confidential for the longer of ten (10) years or such later date such Confidential Information is no longer a trade secret. If any Confidential Information contains personal data, Recipient will treat such Confidential Information as confidential without limit of time and will comply with any applicable laws pertaining to the preservation of such personal data, including, without limitations Europe’s General Data Protection Regulation, Canada’s Personal Information Protection and Electronic Document Act and United States' Privacy Act and Health Insurance Portability and Accountability Act, where and when such laws are applicable.
Miscellaneous
17.1 Purchaser agrees that after any sale governed by these Terms and Conditions, and for a period of two (2) years thereafter, Purchaser will not hire or directly or indirectly solicit for employment any employee or independent contractor of BioStrand who performs Services hereunder.
17.2 These Terms and Conditions and any quotation, order or sale governed by these Terms and Conditions constitute the entire agreement of the parties in respect of the subject matter hereof and supersede any previous arrangement, understanding or agreement between them. Any distinct master service agreements concluded between the parties and any of its Attachment will however prevail over these Terms and Conditions.
17.3 The invalidity or unenforceability of any provision or part of these Terms and Conditions shall not affect the validity or enforceability of the remainder of these Terms and Conditions and the parties shall use all reasonable endeavors to agree within a reasonable time upon any lawful and reasonable variations to these Terms and Conditions which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the invalid or unenforceable provision.
Governing Law and Venue
18.1 These Terms and Conditions and any quotation, order or sale governed by these Terms and Conditions shall be subject to and construed in accordance with the laws of Belgium.
18.2 The exclusive venue for proceedings arising under or in connection with any quotation, order or sale governed by these Terms and Conditions shall be the Brussels’ courts.

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The information contained in this website is for general information purposes only. Unless expressly provided, this website and the information, products and services available on it (“Service”) is delivered “as is” without warranty of any kind. We do not warrant or represent that the Service (or the information, material or services supplied to us on which all or part of the Service depends) will be delivered free of any inaccuracies, interruptions, delays, omissions or errors (“Faults”), or that all Faults will be corrected.

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