TERMS & CONDITIONS OF SALE
The present document describes the terms and conditions for the performance of the service by DNAlytics for the benefit of the other party, hereinafter referred to as ‘the Contractor’.
1. Organisational aspects
The project will be executed in close cooperation with the Contractor’s stakeholders (domain experts, data analysts). A kickoff meeting will take place at the beginning of the project to ensure alignment on the objectives and good understanding of the datasets. Progress meetings will be scheduled on a regular basis for acknowledging intermediate results and validating the remaining workplan.
The work to be performed by DNAlytics shall be performed during normal office hours during week days, and at the exclusion of holidays, excepted if agreed in writing by the parties prior to execution.
DNAlytics will allocate resources with appropriate skills and experience for the envisioned tasks, with the objective of minimizing turnovers within the project team. Any impact on the allocated staff, susceptible to affect the project, shall be immediately notified by DNAlytics to the Contractor and managed according to contractual provisions. In addition to the staff allocated to the project, other DNAlytics resources may contribute for scientific discussions, peer reviewing, and preparation of meetings.
Unless otherwise specified, DNAlytics staff shall use laptops and IT infrastructure owned and managed by DNAlytics. This may include the use of proprietary library of data analysis tools, developed and maintained by DNAlytics, which constitute proprietary assets.
2. Change orders
DNAlytics shall not change or deviate from the agreed workplan without the written consent of the Contractor.
If a change in the scope is requested by the Contractor or in the event of changes to the assumptions upon which this proposal is based, DNAlytics and the Contractor shall agree, in a writing expressly approved by an authorized individual on behalf of each of them.
If, for any reason, DNAlytics incurs additional costs in performing any follow-on or additional services not included in the initial offer, the Contractor shall not be responsible for such costs, unless the Contractor provided DNAlytics with its prior written consent to such additional costs and such follow-on or additional services.
Notwithstanding the articles above, in case resources (working time, material, expertise, …) be required on the Contractor side for the service to be conducted, and should the Contractor fail to allocate these resources, DNAlytics will have a substitution right to allocate resources. In this case, the associated cost will be duly documented by DNAlytics and invoiced to Customer. This amount would come on top of the budget foreseen for the provision of the service.
3. Financial aspects
In consideration for the services duly performed by DNAlytics, the Contractor shall pay DNAlytics the fees associated with the performance of the service, as specified in previous section. All prices are understood excluding VAT. In addition to the specified amounts invoiced, the Contractor will comply to local legislation and pay the VAT according to the applicable legislation.
DNAlytics shall submit itemized invoices in Euros that shall include, in reasonable detail, the applicable services and a breakdown of the total amount invoiced. Invoices are due thirty (30) calendar days/ end of month from the date of receipt of the invoice and shall be paid in Euros by wire transfer to a bank designated by DNAlytics on each invoice. If the Contractor legitimately disputes any portion of an invoice, it shall immediately notify DNAlytics of its dispute and shall pay the undisputed portion of the invoice in full by the due date. The Parties shall work in good faith to resolve the disputed portion of such invoice.
4. Intellectual Property
(a) For the purpose hereof, “Intellectual Property Rights” shall mean any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property right laws, and all similar or equivalent rights or forms of protection, in any part of the world and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations of any of the foregoing, now or hereafter in force and effect worldwide. For purposes of this definition, rights under patent law shall include rights under any and all patent applications and patents (including letters patent and inventor’s certificates).
(b) The Contractor and DNAlytics each remain the owner of all industrial and/or Intellectual Property Rights which they have prior to this Agreement or developed independently of this Agreement.
(c) The Parties have agreed that the Contractor shall have full and unencumbered ownership, as and when they are produced, of the results of the services performed by DNAlytics within the scope of this Agreement, including any related experimental and analytical data, reports regardless of their nature, form and medium (hereinafter the “Results”) as well as the methods, processes and other deliverable items exclusively developed by DNAlytics on behalf of the Contractor (“Deliverables”). For the sake of clarity, software elements developed by DNAlytics, are excluded from these “Results” and “Deliverables”, unless explicitly listed as specific deliverables or subject to complementary agreements. DNAlytics shall remain the owner of the methods, processes and other items that are part of its know-how (other than the Deliverables or Results) developed or used by it within the scope of the provision of the services.
(d) On this basis, DNAlytics assigns to the Contractor, on an exclusive basis, all the industrial and/or Intellectual Property Rights that it may have with regard to the Results and the Deliverables. Accordingly, DNAlytics assigns to the Contractor the exclusive right to register in its name any industrial property right that could protect the Results and the Deliverables, and in particular any applications for a patent, certificate of utility or supplementary protection certificate, whether such applications are made at the level of Belgium, Benelux, European Community or international. The Contractor alone shall thus benefit from all the rights attached to the industrial property instruments that may be issued in this manner, and will be free to dispose of them. Nevertheless, actual inventors from DNAlytics, if any, shall be listed as co-inventors of any patent filed by the Contractor.
(e) As needed, in the event that the Results and the Deliverables are protected, in full or in part, by copyright, it is specified that the rights assigned include in particular:
(i) the right to reproduce and represent the Results and the Deliverables or to have them reproduced and represented, without limitation in number, in full or in part, by all means and processes, on all media;
(ii) the right to adapt, modify, transform, make changes to the Results/Deliverables, in full or in part;
(iii) the right to translate the Results/Deliverables or to have them translated, in whole or in part, into any language;
(v) the right to make any use of, and exploit, the Results/Deliverables, for the purposes of its own activities or for the benefit of third parties, on any basis whatsoever;
(vi) the right to transfer all or part of the rights assigned, in any form whatsoever, on any medium whatsoever and using any means whatsoever, for or without consideration.
(f) Notwithstanding the confidentiality provisions of this Agreement, DNAlytics undertakes not to object to the disclosure of all or part of the Results/Deliverables of the services it has been asked to perform, in particular within the scope of filing of a patent and of any scientific communication by the Contractor.
(g) Notwithstanding the above, the Contractor grants to DNAlytics the right to use the data made available by the Contractor during the terms of this agreement. DNAlytics shall not disclose the data to any third party and shall not use the data for any purpose than the provision of the service.
5. Confidentiality
(a) Each Party (the “Receiving Party”) hereby agrees to treat as confidential any proprietary information obtained from the other Party (the “Disclosing Party”) including, but not limited to any and all scientific, technical, commercial and/or other information, data, documents and results provided by the Disclosing Party or on behalf of the Disclosing Party including any and all Intellectual Property Rights and any and all Results/Deliverables under and during the term of this agreement (altogether “Information”). The Receiving Party shall not disclose any Information to any third party without the Disclosing Party’s prior written consent and shall not use any Information for any purpose other than performance of the Services. The terms of the agreement are themselves deemed as confidential but Parties allow each other to publicly mention the other Party as a service provider or a customer.
(b) Upon completion of the services or at the request of the Disclosing Party at any time, the Receiving Party shall promptly return to the Disclosing Party or destroy all documents containing any Information, all computer data, copies and extracts hereof, and all materials or documents supplied by or on behalf of the Disclosing Party.
(c) The obligations specified in this section shall not apply to Information which the Receiving Party can demonstrate by written evidence:
(i) is (at the time of disclosure) or becomes (after the time of disclosure) known to the public through no breach of any obligations by the Receiving Party;
(ii) is disclosed to the Receiving Party by a third party who is entitled to disclose it without breaching a confidentiality obligation;
(iii) was known to, or otherwise in the possession of, the Receiving Party prior to the time of disclosure by or on behalf of the Disclosing Party; or
(iv) is developed by the Receiving Party independently of any information disclosed by or on behalf of the Disclosing Party.
The confidentiality obligations and use restrictions of this Agreement regarding Information shall survive for a period of five (5) years from the expiration or termination of the Agreement in accordance with the terms hereof.
6. Data Privacy
DNAlytics and the Contractor agree to comply with all applicable privacy laws and regulations including Global Data Protection Regulation (the “GDPR”). DNAlytics shall process all personal data in accordance with this Agreement or as otherwise instructed by the Contractor in compliance with GDPR, and any applicable national legislation enacted thereunder as well as the law of any other country which is applicable to the provision of the Services (“Data Protection Legislation”).
The Contractor represents and affirms to DNAlytics that the Contractor has complied with, and will continue to comply with its obligations under the Data Protection Legislation. If the service will involve the collection or processing of personal data (as defined by applicable data protection legislation) within the European Economic Area (“EEA”), then the Contractor shall serve as the controller of such data, as defined by the European Union (“EU”) GDPR, and DNAlytics shall act only as a sub-processor under the instructions of the Contractor in regard to personal data. DNAlytics shall implement appropriate technical and organizational measures commensurate with the nature of the personal data to protect such personal data.