The following document pertains to the terms and conditions applicable to all 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
The term “Client” herein refers to the researcher, individual, authorized representative of the researcher/individual, authorized third party representative, private and public research institution, private and public enterprise that pays in full for the service(s) requested and rendered via CEN4GEN. A contractually binding agreement between the Client and a research service with CEN4GEN is 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 is only 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 is interpreted 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 has 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 are 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 do not apply to these terms and conditions, including any terms in the Documentation.
All contractual agreements between CEN4GEN and the Client are interpreted to be made and governed by the Canadian substantive law. Any clause of the CEN4GEN service agreement that is declared invalid must be deemed severable and will not affect the enforceability of validity of the remainder of CEN4GEN service terms of use. Should there be the need of an arbitration, the jurisdiction must (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 5 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.
DISCLAIMER OF CONTENT
The information contained on the CEN4GEN website and pertaining to research services is directed towards researchers, individuals and institutions. However any client must exercise his/her own scientific and non-scientific judgment before, during and after availing CEN4GEN services. The agreement is not supposed to create any scientist-client relationship and no liability is incurred in case the client places a sole reliance on the advice of the staff of CEN4GEN. CEN4GEN specifically disclaims any liability arising out of the use or reliance of the information provided on the website.
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 is the owner of intellectual property it develops. The Client is the owner of the intellectual property that he/she/they develop(s). Ownership of inventions will be consistent with the policies of the Canada 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. Furthermore, data from any human biological samples must be submitted to CEN4GEN as de-identified information. The Client must also comply with all applicable territorial, regional, county, state, federal and/or provincial privacy policies, and be responsible for any loss, damage or expenses arising from a breach. Compromised / unspecified / suspected sample(s) submitted by the client for a CEN4GEN research service is not encouraged and is deemed a violation of ethical standards and subjected to legal action by CEN4GEN.
CEN4GEN reserves 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 is valid for thirty (30) days from the date issued (unless otherwise specified in writing by CEN4GEN). The quoted prices provided by CEN4GEN are applicable only to research service and in accordance with any relevant specifications and documentations provided at the time of quotation. CEN4GEN will 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 are provided on a fee for service basis. Neither research service nor billing for a service will be executed until the Client reviews and agrees to the CEN4GEN’s Terms and Conditions for Research services. In addition, neither research service nor billing for a service will be executed until all necessary components for the specified research project, including samples, materials, data, and other documentations 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 will 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 will be immediately billed and be responsible for the full payment of the ordered research service, including any applicable service taxes. Unless otherwise specified in an agreement in writing between the Client and CEN4GEN, no research services will commence, and no research data or data analysis 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 is not contingent on the agreement and/or approval of a third party.
Depending on the volume and/or size of data, it is 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. Either before, or at the completion of project, the Client will be informed by CEN4GEN of various options and potential applicable fees to which the Client is 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 will be refunded for 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 will 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 will 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 will be extended by the delays in further shipping and handling, and the Client will be responsible for additional fees including shipment and handling, custom tariffs, service taxes and administrative fees.
TAXES, SHIPMENT AND HANDLING FEES
The Client is solely 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.
Apart from the responsibility of CEN4GEN to practise meticulous care in its handling and protection of any relevant data, documentations, samples and materials provided by the Client, CEN4GEN has 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 is not 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 will be informed to re-send samples, data, materials, and/or documentations, and be responsible for the full payment of fees including any applicable administrative/handling charges, customs tariff and service tax. At this time, the Client will also be given the option to cancel the research service of CEN4GEN, and no further costs 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 accepts that CEN4GEN is not 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 must be aware that this research service is a first-come, first served basis, and such may influence the turnaround times, in which CEN4GEN is not 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 will only be provided to the Client who initially made the requisition of the service, or to an alternative designate upon written agreement. CEN4GEN bears 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. CEN4GEN has no obligation to retain the Client’s samples, materials, data and report beyond its normal retention period unless so required by applicable regulation/law or agreement with the Client.
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 will be done at an additional fee set by CEN4GEN and incurred to the Client, and will 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 notify CEN4GEN within twenty (20) days starting from the day when the Client was transmitted the research deliverables from CEN4GEN. Failure to notify CEN4GEN during this twenty (20) day period is deemed an acceptance of the CEN4GEN research service and research project deliverables by the Client, and the concerns/complaints/claims are deemed invalid. However, an applicable fee is incurred to the Client, should the Client request a repetition or verification of the research service initially provided, and the Client will 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 are 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 will 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 is to be used for advertising or commercial purposes unless consented by CEN4GEN.
INDEMNITY, LIMITATION OF LIABILITY AND FORCE MAJEURE
By purchasing a research service from CEN4GEN, the Client approves of the service specifications / features, terms and conditions and other relevant factors; and such service is not necessarily characteristic of the qualities of identical or similar services. Such approval by the Client is a prerequisite in establishing a binding contractual agreement between CEN4GEN and the Client. CEN4GEN (which includes its directors, officers, staff, affiliates) 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, completedness, satisfactory quality, timelines, non-infringement, or accuracy of services, data, conclusions or other confounding factors arising from the services of CEN4GEN. CEN4GEN, its directors, officers, employees and affiliates assume no responsibility to the client for the consequences of any errors or omissions.
Research services rendered via CEN4GEN are undertaken with meticulous care and standards given the current state of knowledge, technology and data analysis tools at the time the service has been requested by the Client. The Client must defend, indemnify and hold harmless CEN4GEN and its directors, officers, affiliates and staff from and against any and all liabilities, damages, claims, actions, costs, death, injury to body or health, suits and expenses (including legal fees and expenses) as well as liabilities of whatever nature or kind suffered, asserted by or incurred by third parties originating from and out of the contractual services with CEN4GEN, including by not limited to any allegation that the client did not have any legal right to submit said specimen(s) and/or data for analysis. The client agrees to accept his/her/their own liability to indemnify against himself/herself/themself 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.
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) is not to 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, or any other cause even if caused by the negligence of CEN4GEN and its directors, officers, employees and affiliates, regardless of whether such damages could have been foreseen or prevented. In the event CEN4GEN is found liable, damages are limited only to the value paid by the client for the service conducted. The limitations and exclusions of this service agreement apply to the client to the fullest extent that applicable law permits in all actions of any kind, whether based on contract, tort (including without limitation and negligence) or any other legal or equitable theory. In fact, the entire risk as to the use of the services of CEN4GEN must be accepted by the Client and Client’s representative(s).
CEN4GEN may periodically modify or update its Terms and Conditions of Service and you are requested to follow them and you are further bound by the changes made, after three (3) days from the date they are notified on the website.
2020/12/01
