Terms and Conditions of Research Services

The following document pertains to the terms and conditions applicable to all Genome Research services via CEN4GEN Institute for Genomics and Molecular Diagnostics, under the trade name of CEN4GEN and unless specifically excluded in writing by CEN4GEN.

CONTRACTUAL AGREEMENT
A contractually binding agreement between the Client and a research service with CEN4GEN shall be conferred by an agreement with the pricing, median turnaround times, research service specifications, service terms and conditions, and other relevant documentations and agreements between the Client and CEN4GEN. However, such agreement shall only be binding after it is approved and acknowledged by CEN4GEN via an issuance of an order confirmation and/or commencement of the ordered research service. Unless otherwise deemed, it shall be assumed by CEN4GEN that the Client agrees to the Terms and Conditions and other relevant documents and specifications provided or set by CEN4GEN. Unless documented otherwise or required by Canadian law, CEN4GEN shall have no contractually binding agreement with the Client, from whom the Research service was requested to CEN4GEN.

These terms and conditions, their interpretation, and the performance of the parties shall be governed by the laws of the province of Alberta, Canada. CEN4GEN and the Client agree that the United Nations Convention on Contracts for the International Sale of Goods or Services shall not apply to these terms and conditions, including any terms in the Documentation.

All contractual agreements between CEN4GEN and the Client shall be presumed to be made and governed by the Canadian substantive law. Should there be the need of an arbitration, the jurisdiction shall (i) be held in the Regional Court of Alberta, Canada, (ii) be conducted in the English Language, and (iii) before one arbitrator who has at least 10 years of experience in handling disputes similar to the dispute to be arbitrated, in order to adjudicate any and all disputes arising from the contractual relation or damages for whatever reason between the Client, and CEN4GEN.

RESEARCH SERVICES, BILLINGS AND PAYMENTS
The Client accepts the notion that this is a service for research purposes only, and CEN4GEN neither requires nor requests co-authorships on its scientific findings, unless otherwise agreed in writing between the two parties. CEN4GEN shall be the owner of intellectual property it develops. The Client shall be the owner of the intellectual property that he/she/they develop(s). Ownership of inventions shall be consistent with the policies of the United States patent law.

The Client affirms that all data, samples or materials have been collected in a lawful manner, and where applicable have been collected under approved Research Ethics Board protocols. The Client shall affirm that the services requested to be rendered by CEN4GEN shall comply with any applicable Research Ethics Board protocols issued for the Client’s research project. Furthermore, data from any human biological samples must be submitted to CEN4GEN as de-identified information. The Client shall also comply with all applicable territorial, regional, county, state, federal and/or provincial privacy policies, and shall be responsible for any loss, damage or expenses arising from a breach.

CEN4GEN shall reserve the right to augment, change or modify its services, types of research services, prices and other confounding items, at any given time. Moreover, CEN4GEN reserves the right to refuse any samples, documentation, data or materials from the Client for reasons it believes may not result in producing any quality results, and/or other confounding factors. Any quotations for prices and research service descriptions or listings provided by CEN4GEN to the Client shall be valid for thirty (30) days from the date issued. The quoted prices provided by CEN4GEN shall be applicable only to research service and in accordance with any relevant specifications and documentations provided at the time of quotation. CEN4GEN shall not be bound to pricings for any subsequent research services, repeated research services or revised research services as requested by the Client, but only after a contractual agreement between the two parties has been incurred and approved by CEN4GEN.

Research services by CEN4GEN shall be provided on a fee for service basis. Neither research service nor billing for a service shall be executed until the Client reviews,agrees and affixes his signature to the CEN4GEN’s Terms and Conditions for Research services. In addition, neither research service nor billing for a service shall be executed until all necessary components for the specified research project, including samples, materials, data, and other documentations shall be provided to CEN4GEN, and at the responsibility and full expense of the Client (including shipment charges, custom tariffs, etc). However, should CEN4GEN be issued an invoice of custom tariff for receiving shipment of the Client’s property, this expense shall be added to the Client’s invoice for the requested research service of CEN4GEN.

Upon the complete reception of all necessary Client documentation, materials, and/or samples, unless otherwise specified in an agreement in writing between the Client and CEN4GEN, the Client shall be immediately billed and shall be responsible for the full payment of the ordered research service, including any applicable service taxes. No research services shall commence, and no research data or data analysis shall be released to the Client until full payment for the research service has been received by CEN4GEN. Payments for any of CEN4GEN’s research services shall not be contingent on the agreement and/or approval of a third party.

Depending on the volume and/or size of data, it shall be the Client’s responsibility for the payment of additional costs, such as data storage media and shipment of data storage media to the Client from CEN4GEN. At the completion of project, the Client shall be informed by CEN4GEN of various options and potential applicable fees to which the Client shall be further responsible for in order to receive data or data analysis reports from CEN4GEN.

Should the Client request to terminate the research project before CEN4GEN commences any research services, then the Client shall be refunded in the cost for the research service excluding administrative fees to be set by CEN4GEN, and other fees such as customs tariffs from the initial shipment of materials provided to CEN4GEN from the Client.

Should the Client request to terminate the research project during the period when CEN4GEN is actively working on the research services, the Client shall be partially refunded the cost for the research service excluding administrative and appropriate labour fees to be set by CEN4GEN, and other fees such as customs tariffs from the initial shipment of materials provided to CEN4GEN from the Client.

Should the Client’s research project repeatedly fail due to poor integrity of data, materials or samples, and other confounding factors, the Client shall be refunded the cost for the research service excluding administrative and appropriate labour fees to be set by CEN4GEN, and other fees such as customs tariffs from the initial shipment of materials provided to CEN4GEN from the Client. Alternatively, should the Client choose to provide replenished data, documentations, materials or samples, and to repeat such research service, the Client is deemed to acknowledge that the median turnaround time shall be extended by the delays in further shipping and handling, and the Client shall be responsible for additional fees including shipment and handling, custom tariffs, service taxes and administrative fees.

TAXES, SHIPMENT AND HANDLING FEES
The Client shall be responsible for the full payment of fees and including any applicable administrative/handling charges, customs tariff and service tax, associated with any shipment of data, documentations, samples, materials from CEN4GEN to the Client and likewise any data, documentations, samples and materials from the Client to CEN4GEN.

Aside from the responsibility of CEN4GEN to practice meticulous care in its handling and protection of any relevant data, documentations, samples and materials provided by the Client, CEN4GEN shall have no further liability with respect thereto. The Client must adhere to the specifications of samples, data, documentations, materials and shipment protocols or terms set by CEN4GEN. CEN4GEN shall not be liable for any damages or delays of the shipment of samples, data, materials, and documentations provided by the Client. Should the Client’s data, documentations, materials, and samples be deemed by CEN4GEN to be damaged or with significant degradation in quality/integrity for research or examination, the Client shall be informed to re-send samples, data, materials, and/or documentations, and shall be responsible for the full payment of fees including any applicable administrative/handling charges, customs tariff and service tax. At this time, the Client shall also be given the option to cancel the research service of CEN4GEN, no further costs shall be incurred or billed.

TURNAROUND TIMES
Turnaround times are the median times to obtain a data or a data analysis report commencing from the time CEN4GEN receives the Client’s samples, data, materials and/or all relevant accompanying documents. The Client shall be aware that CEN4GEN shall not be liable for any unexpected factors, including acts of God (flooding, fires, winter storms, earthquakes, etc), labour strikes, or any other causes which are beyond the control of CEN4GEN, during the research service process which could potentially delay the turnaround times. Furthermore, the Client shall be aware that this research service is a first-come, first served basis, and such may influence the turnaround times, in which CEN4GEN shall not be held liable under any law theory.

CLIENT DATA, SAMPLES, MATERIALS AND DATA ANALYSIS REPORT
At the completion of the research project, any data or data analysis report generated by the research services of CEN4GEN shall only be provided to the Client who initially made the requisition of the service, or to an alternative designate upon written agreement. CEN4GEN shall have no liability for any generalizations, assumptions or conjectures stipulated by the Client or others pertaining to its operations, research services, and data analysis reports.

Unless otherwise specified or requested by the Client and agreed in writing with CEN4GEN, any data, data analysis report, documentations, samples or materials provided by the Client and generated by CEN4GEN for the research project will be securely destroyed sixty (60) days after the completion of the requested service. The Client must ensure that it is his/her/their responsibility to have backup copies or reserves of such data, data analysis report, documentations, samples or materials.

However, should any samples or specimens, data, documentations and/or materials be requested to be returned to the Client before the research project commences or after the research project concludes, such shall be done at an additional fee set by CEN4GEN and incurred to the Client, and shall pertain to any applicable administrative/ handling charges, customs tariff and service tax, associated with such request. However, the Client is advised that no remnants of the specimen could likely remain after the research service is complete.

Should concerns or questions arise regarding the data or data analysis report generated via CEN4GEN, the Client must inform CEN4GEN within twenty (20) days after the completion of the research project. Should there be a failure in notifying CEN4GEN during this twenty (20) day period, CEN4GEN shall deem this as an acceptance of the research service and/or data analysis report by the Client. However, applicable fees will be incurred to the Client, should the Client request a repetition or verification of the research service initially provided, and the Client shall be responsible for full payment of applicable fees to be set by CEN4GEN, before such requested service commences.

INTELLECTUAL PROPERTY
All kinds of Intellectual Property including any Copyright, Trademark, Patent, Designs and such other Rights attributable to this website are the sole property of CEN4GEN. The materials available on this website may be accessed or downloaded only for non-commercial or educational purpose and within the scope allowable by these Terms. Any unauthorized or infringing use of the materials on this website by any third party or non-licensed person shall be penalized unless it is intimated to CEN4GEN at the earliest. None of the Trademarks or Service Marks or logos appearing on the website of CEN4GEN or any sub-domains of CEN4GEN may be used for advertising or commercial purposes without the express consent of CEN4GEN.

INDEMNITY, LIMITATION OF LIABILITY AND FORCE MAJEURE
Research services rendered by CEN4GEN are undertaken with meticulous care and standards given the current state of knowledge, technology and data analysis tools at the time the research project has been requested by the Client, and are not necessarily characteristic of the qualities of identical or similar services, or operating conditions. CEN4GEN (which includes its directors, officers, staff) makes no undertakings, conditions, inducements, representations, warranties, promises or agreements of any kind whether expressed, direct, indirect or implied, including without limitation, the originality, condition, or accuracy of services, data, conclusions or other confounding factors arising from the services of CEN4GEN.

The Client shall defend, indemnify and hold harmless CEN4GEN and its directors, officers and staff from and against any and all liabilities, damages, claims, actions, costs, suits and expenses (including legal fees and expenses) originating from and out of the contractual services with CEN4GEN, except those caused by CEN4GEN’s intentional or gross negligent conduct. The client shall agree to accept his/her/their own liability to indemnify against himself/herself/themselves for any direct liability, damage, loss, and expense (including legal fees and expenses) pertaining to any claim, suit, regardless of merit brought against him/her/them for any and all damages that have been caused by the Research services of CEN4GEN, except those caused by CEN4GEN’s intentional or gross negligent conduct.

All expressed or implied warranties including any warranties of merchantability or fitness for a particular purpose are disclaimed by CEN4GEN. Furthermore, CEN4GEN under any legal theory (including but not limited to negligence, contract, strict liability in tort or warranty of any kind) shall not be held liable for any indirect, direct, consequential, special, incidental, or exemplary damages (including but not limited to lost profits), relating to the research services of CEN4GEN. In fact, the entire risk of using the services of CEN4GEN shall be accepted by the Client.

CEN4GEN shall not be held liable for any delay to perform its services, failure, inability, incidental or consequential damages of whatsoever, if such are due to any cause beyond the responsible control so failing, and due diligence is used in curing such cause and in resuming performance.

CEN4GEN may periodically modify or update its Terms and Conditions of Service and you are requested to follow them and you shall further be bound by the changes made, after three (3) days from the date they are notified on the website.

2015/06/01