Privacy Policy

Terms & Conditions

1. Definitions

In these terms and conditions (the “Terms and Conditions”) the terms listed below are defined as follows:

1.1. An agreement refers to any spoken or written arrangement between GenomeByte and the Client, in which GenomeByte commits to providing services. This includes any modifications or additions to the agreement, as well as all (legal) activities related to the preparation and/or execution of that agreement.

1.2 The term "Client" refers to the entity acquiring services from GenomeByte or the entity that has otherwise engaged in an Agreement with GenomeByte, as outlined in these Terms and Conditions. In the case of engagement of GenomeByte with academia, client refers to the specific ‘group leader’, ‘principal investigator’, ‘principal scientist’, ‘assistant professor, ‘associate professor’ or ‘professor’ leading a particular research group within an organization or institution. The affiliated organization or institution is expressly excluded. By accepting the terms, the client expressly waives the right to legally engage their affiliated organization or institution with or against GenomeByte.

1.3. The Data Processing Agreement is the agreement to be executed between the Parties when GenomeByte is to process Personal Data as part of the Services for the Client.

1.4. Force Majeure refers to any delay or failure, whether in whole or in part, that can be attributed to causes beyond the reasonable control of GenomeByte. Such causes include, but are not limited to, acts of God, fire, flood, tornado, earthquake, hurricane, lightning, government actions, actual or threatened acts of war, terrorism, civil disturbance or insurrection, pandemic, sabotage, failure or delay in delivery by GenomeByte's suppliers or subcontractors, transportation difficulties, shortage of energy, or the fault or negligence of the Client.

1.5. The term "Material" encompasses data obtained from life science research and experiments, all chemicals and compounds, samples, and human or other (biological) material supplied by the Client, as explicitly outlined in the Agreement, including quantities and quality criteria specified in both the Agreement and/or the relevant Sample Submission Guide.

1.6. The term "Party" refers to either the Client or GenomeByte, collectively known as the Parties, who have jointly entered into an Agreement.

1.7. Personal Data refers to any information concerning an identified or identifiable natural person provided by the Client to GenomeByte under the Agreement. In the context of these Terms and Conditions, an identifiable natural person is someone who can be directly or indirectly identified, particularly through identifiers such as a name, identification number, location data, online identifier, or factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

1.8. Results denote the outcome of the analyses requested by the Client, encompassing both data and reports.

1.9. GenomeByte shall mean GenomeByte Ltd, a limited liability company incorporated under the laws of England and Wales, with its registered offices at 71-75 Shelton Street, London WC2H 9JQ, United Kingdom (UK), company number 15447699.

2. Applicability

2.1. These Terms and Conditions regulate the provision, sale, and delivery of various services, including but not limited to genetic testing or analysis services in the fields of genomics, epigenetics, microbial profiling, DNA/RNA sequencing, and diagnostic services (collectively referred to as the "Services") by or on behalf of GenomeByte to the Client. They are applicable to all similar transactions between GenomeByte and the Client, covering requests for offers, service orders, and all legal relationships arising from these interactions. The Terms and Conditions also extend to GenomeByte's directors, employees, and any third parties engaged by GenomeByte.

2.2 These Terms and Conditions take precedence over all prior oral and written quotations, communications, agreements, and understandings between the parties regarding the provision of Services. They prevail over and supersede any terms and conditions put forth by the Client. The lack of objection by GenomeByte to terms and conditions proposed by the Client shall not be construed as an acceptance of any such terms and conditions.

2.3. Any modification, addition, or deviation from the quotation or offer provided by GenomeByte, these Terms and Conditions, or any other Agreement will be considered valid only if it is mutually agreed upon in writing by the authorized representatives of the Parties.

2.4. Any electronic communication exchanged between the Parties shall be deemed equivalent to a "writing" and/or "in writing." The electronic communication system employed by GenomeByte will serve as the exclusive evidence for both the content and the timing of the delivery and receipt of such electronic communication.

3. Quotation, Agreement and Services

3.1. Quotations or offers presented by GenomeByte, in any format, are not considered binding on GenomeByte and serve as an invitation for the Client to submit an order. All offers provided by GenomeByte remain valid for a period of 30 days, unless otherwise specified in writing. In the case of online orders, the content specified on the website at the time of order placement shall be considered part of the order.

3.2. The Agreement becomes effective upon the written confirmation by an authorized representative of GenomeByte, either when (i) a Client formally accepts a quotation provided by GenomeByte in writing, or (ii) when a Client places an order.

3.3. If an Agreement has not been finalized in accordance with Section 3.2, it will be deemed concluded under these Terms and Conditions when GenomeByte commences rendering Services at the explicit written or oral request of the Client.

3.4. GenomeByte shall not accept orders for which the payment is made dependent on specific Results.

3.5. Unless explicitly specified otherwise in the Agreement, any times or dates for the provision of Services by GenomeByte are approximations and are not considered critical. GenomeByte has the right to deliver the Services in segments as outlined in the Agreement and invoice each part separately. GenomeByte bears no responsibility for any delays in the provision of Services. Even in the case of a delay, the Client remains obligated to accept the Services and pay the agreed-upon rate specified in the Agreement for the Services provided. In the event of a delay, GenomeByte will promptly notify the Client.

3.6. If GenomeByte encounters obstacles in performing the Services within 90 days after the Agreement takes effect, as per the conditions in Section 3.2 or Section 3.3, due to factors attributed to the Client (including, but not limited to, delays in providing Materials), GenomeByte reserves the right to autonomously adjust the prices specified in the Agreement for the Services. GenomeByte will promptly inform the Client of this unilateral pricing adjustment at the earliest feasible opportunity.

3.7. GenomeByte has the right to involve third parties as subcontractors in fulfilling the Agreement. In the event the Client has valid concerns about specific subcontractors, the Client can communicate these concerns to GenomeByte. Following thorough consultation, if warranted, the subcontractor in question will no longer participate in carrying out the Agreement and the Services.

4. Material and Personal Data

4.1. All Material supplied by the client will continue to be the property of the Client. The Client provides GenomeByte, and any third parties enlisted by GenomeByte, the right to utilize this Material for the purpose of executing the Services. This utilization encompasses any control testing deemed necessary by GenomeByte.

4.2. To the best of their knowledge, the Client will ensure that the Material is not hazardous to GenomeByte personnel. The Client is obligated to offer GenomeByte any reasonable assistance necessary for the provision of the Services by GenomeByte.

4.3. The Client is responsible for providing the Material in accordance with applicable requirements, including any necessary measures such as cooling. The Client must adhere to relevant shipping and handling regulations and comply with applicable laws. Before shipping samples, the Client is required to contact GenomeByte to address any customs-related matters, including documents and permits. The client may be required to send Material to third parties authorized by GenomeByte. GenomeByte assumes no liability for any damages to the Material. GenomeByte assumes no liability for any damages to the Material by third party authorized by GenomeByte. The Client is responsible for the shipping costs of the Materials to GenomeByte, and the shipment will be arranged through the logistics company preferred by the Client.

4.4. GenomeByte shall destroy any Material after the completion of the Services, unless otherwise agreed in writing between the parties.

4.5. GenomeByte gains ownership of any materials that result from or are derived from the Material provided by the Client and are essential for the provision of the Services, unless otherwise agreed upon by the Parties in advance.

4.6. The Parties acknowledge and agree that the Material may contain Personal Data, or such Personal Data may be necessary for or may arise from the Services. In such cases, the Parties are obligated to enter into a Data Processing Agreement. If the Client declines to enter into such a Data Processing Agreement, GenomeByte reserves the right to terminate any Agreement. The Client is responsible for providing the Personal Data, and GenomeByte will process it solely in accordance with the terms specified in the Data Processing Agreement.

4.7. The Client is responsible for timely providing GenomeByte with the Material, Personal Data, and other pertinent information, documentation, and data (referred to as "Client Information") essential for the delivery of the Services. Regarding Personal Data, the Client must adhere to the specifications outlined in the Data Processing Agreement mentioned in Section 4.6 above. GenomeByte is not obliged to initiate the provision of Services until it receives the required Client Information in the agreed-upon format within the specified timeframe. If GenomeByte receives any Client Information later than agreed, the estimated duration for the provision of Services will be extended by at least the duration of the delay.

5. Results, Intellectual Property, and terms of use

5.1. The Client will maintain exclusive rights, title, and interest in all intellectual property rights associated with the Client Information supplied to GenomeByte under the Agreement. Additionally, the Client will assume ownership of the Results derived from the Services to the extent that these Results align with the Agreement's scope, barring any provisions in Section 5.2. Any digitally provided reports or research Results from GenomeByte to the Client will be entirely owned by the Client, also subject to Section 5.2.

5.2. The ownership of the Results of the Services will not be transferred to the Client, and both the legal and beneficial ownership of such Results will continue to reside with GenomeByte until full payment for the rendered Services is received.

5.3. GenomeByte shall possess all the rights, title, and interest in the intellectual property rights created or put into practice by GenomeByte: (i) before the effective date of the Agreement or independently of the Services therein, (ii) any enhancements and modifications made in connection with providing the Services or otherwise under the Agreement, and (iii) all inventions created in connection with the Services or otherwise under the Agreement. This ownership is contingent upon the condition that these improvements, modifications, and inventions have general applicability and do not pertain to any Client Information received from the Client.

5.4. In cases where the Results are intended for determining treatment options for one or more patients, it is the responsibility of the Client to verify the accuracy of the Results and interpret them correctly within the clinical context. GenomeByte holds no liability for any actions or oversights that result in harm or injury to a patient or lead to a patient's death.

5.5. Results may not be used for the development of biological weapons, terrorism, the support of terrorist groups, extortion, or any other criminal activities.

6. Acceptance and Payment

6.1. The Client is required to conduct acceptance tests within seven (7) calendar days upon receiving the Results or Services. Failure to notify GenomeByte in writing of any non-conformance with the Services, in accordance with the Agreement, within the stipulated timeframe will result in the automatic acceptance of all rendered Services by the Client.

6.2. The Client is obligated to settle the fees and expenses outlined in the Agreement within seven (7) days from the date of GenomeByte's invoice for the rendered or requested Services, unless there is a mutually agreed variation in writing by the authorized representatives of the Parties. Payments must be made through a bank transfer to the account specified on the invoice. All payments should be made without any deductions related to taxes and without set-off or other counterclaims. The prices and fees detailed in the Agreement do not encompass value-added tax. If the Agreement does not specify a 'fixed price,' the payment amount determined by GenomeByte will result from post-calculation, relying on the rates per unit of time specified in the Agreement. In cases where a 'recommended price' is indicated in the Agreement, this amount serves as an estimate of costs, and GenomeByte is not bound to this figure.

6.3. In the event that full payment has not been received for any outstanding amount within seven (7) days, GenomeByte reserves the right, without prejudicing any of its other rights:

a. Request that all outstanding payments from the Client become immediately due and payable;

b. Suspend (further) execution of the Agreement immediately until all outstanding amounts are paid in full;

c. Apply statutory interest, with a minimum of one percent (1%) per month, calculated on a daily basis from the due date until all outstanding amounts are paid in full;

d. Impose all legal fees and out-of-court expenses incurred by GenomeByte, including a 15% collection charge based on the entire outstanding invoiced amount (with a minimum of £500), on the Client, without the need to provide proof of the incurred costs.

6.4. If GenomeByte becomes aware of any facts or circumstances that give reasonable cause to believe that the Client may not fulfil its obligations under the Agreement or may not do so in their entirety, the Client must promptly, upon GenomeByte's initial request, provide a reliable security (such as a pledge, surety, or alternative form) for the owed payment(s) and/or make an advance payment. In the event that the Client fails to furnish such security or advance payment, GenomeByte reserves the right to immediately suspend (further) execution of the Agreement, halt all Services, and declare all amounts owed by the Client as immediately due and payable.

6.5. Any complaints regarding the invoice must be communicated to GenomeByte in writing within seven (7) calendar days from the invoice date. If no such complaint is made within this period, the Client will be considered to have approved the invoice.

6.6. Subscription based services with GenomeByte shall run on the agreed time-line. Early termination of subscription is subject to a cancellation fee, which is 5% of the total value of the initial subscription price.

7. Confidential Information

7.1. Each Party commits to maintaining the confidentiality of any information deemed confidential obtained from the other Party during the Agreement or its execution ("Confidential Information") for a duration of five (5) years from the disclosure. This obligation excludes Confidential Information that:

i. becomes generally known or available to the public through no act or failure to act on the part of the receiving Party;

ii. was already within the knowledge of the receiving Party before receiving it from the disclosing Party or is subsequently disclosed by a third party authorized to do so without restrictions on use or disclosure;

iii. is permitted to be disclosed by the receiving Party with the express prior written consent of the disclosing Party;

iv. is required to be disclosed by the receiving Party under applicable law. However, the disclosing Party must receive prompt written notice from the receiving Party, sufficient to enable the disclosing Party to take necessary actions to protect its Confidential Information.

7.2. Each Party is obligated to utilize the Confidential Information obtained from the other Party exclusively within the framework of the Agreement. Both Parties will ensure that their obligations under this Article 7 extend to any third party engaged by them.

7.3. All Confidential Information, including any copies, shall always be the property of the disclosing Party. Upon the first request of the disclosing Party, the receiving Party is obligated to return all Confidential Information, except that the receiving Party may retain a single copy of the Confidential Information solely for legal and archival purposes.

8. Term and Termination

8.1. An Agreement becomes effective as per Section 3.2 and automatically concludes upon the fulfillment of the Services, unless terminated earlier as stipulated in Article 8.2.

8.2. GenomeByte reserves the right to promptly terminate this Agreement with immediate effect, without court intervention, without assuming liability for compensation or damages, and without prejudicing any of its other rights under this Agreement. Additionally, GenomeByte may exercise this termination right, in addition to any other available legal or equitable remedies, by sending a registered letter to the Client in the event that:

i. The termination of this Agreement by GenomeByte is possible if the Client fails to fulfill its significant obligations under the Agreement. GenomeByte will provide a written notice specifying the nature of the breach, and if the breach is remediable, the Client must rectify it within seven (7) days after receiving the written notice. If the breach remains unresolved, GenomeByte reserves the right to terminate the Agreement.

ii. GenomeByte may terminate this Agreement if the Client becomes insolvent, files for bankruptcy, has a petition in bankruptcy filed against it, or if a receiver or custodian is appointed for its business. Additionally, if a substantial portion of the Client's business is subject to attachment or a similar process, and such actions persist without being discharged or withdrawn within a period of seven (7) days, GenomeByte has the right to terminate the Agreement.

8.3. In the event of GenomeByte terminating the Agreement as per Section 8.2, any outstanding payments owed by the Client become immediately due and payable. Additionally, the Client is required to settle the fees for all Services provided by GenomeByte up to the effective date of termination. After the termination becomes effective, the Client is obligated to reimburse GenomeByte for all reasonably incurred costs resulting from commitments made by GenomeByte prior to the termination date. GenomeByte will make commercially reasonable efforts to mitigate such costs. This provision does not waive GenomeByte's right to claim full compensation for damages, loss of earnings, and any legal assistance costs, whether in or out of court. In the absence of contrary evidence, the loss of earnings is considered to be at least 15% (fifteen percent) of the fees specified in the Agreement, with a minimum of £500 (excluding VAT).

8.4. Upon expiration or termination of the Agreement for any reason, the Data Processing Agreement shall terminate similarly.

8.5. The provisions outlined in Article 7 of these Terms and Conditions will remain in effect for a period of 5 (five) years following the termination or expiration of the Agreement. Furthermore, any other provisions necessary for the interpretation and enforcement of the Parties' rights and obligations under the Agreement will also survive termination or expiration. However, this survival applies only to the extent required for the complete observance and performance of the Agreement.

9. Liability

9.1. The Parties acknowledge and mutually agree that GenomeByte is not obligated to achieve a specific result unless explicitly stated in the quotation. The Parties are cognizant that suboptimal or nonconforming Results may occur if the minimal quality criteria for the Material provided by the Client are not met. GenomeByte bears no liability for non-conformance arising from Material quality issues, improper sample shipment, inadequate instructions provided by the customer, mishandling of data by the customer, or instances of Force Majeure. In cases where the anticipated result is not attained, the Parties are still bound to fulfill their contractual obligations.

9.2. The Client affirms and assures GenomeByte that:

a. All Client Information, including Material and Personal Data, provided to GenomeByte under the Agreement or otherwise, is obtained and processed in complete accordance with all applicable laws and regulations, including UK Data Protection Act 2018.

b. The use of Client Information or Material for the Services, as outlined in the Agreement or covered by these Terms and Conditions, does not infringe upon any third-party intellectual property rights.

c. The Client considers the technical and organizational measures employed by GenomeByte for the storage and use of Personal Data in the Services as appropriate.

9.3. GenomeByte (and any third party engaged by GenomeByte in the execution of the Agreement) accepts no liability and hereby excludes any liability for:

a. Losses (as defined in Section 9.5) suffered by the Client in the application or use of the Results;

b. Losses arising directly or indirectly as a result of substandard cooperation by the Client, after GenomeByte had informed Client that such cooperation is substandard;

c. Any consequential or indirect losses, loss of profits, loss of business (opportunities), loss of data, loss of goodwill, loss of expected savings or any other form of special damages;

d. GenomeByte shall not be held liable for any product liability claims or losses incurred by the Client arising from any Results produced by GenomeByte’s Services (to the maximum extent permitted by applicable law).

9.4. The Client shall defend, indemnify and hold harmless GenomeByte and its respective officers, directors, employees and successors and permitted assigns (collectively, “GenomeByte Indemnitees”) from and against any and all damages (including awarded by any court or administrative authority), liability, costs and expenses, including legal costs (together the “Losses”), in each case arising out of third party demands, claims, actions and lawsuits that are asserted or alleged against any GenomeByte Indemnitee arising out of or in connection with: (i) the Client’s negligence, acts or omissions and/or non-compliance with the applicable laws, (ii) GenomeByte’s processing of any Materials or the use of any Results produced by GenomeByte’s Services or (iii) any breach of the Terms and Conditions or the Agreement, including any breach of warranties, or the gross negligence or wilful misconduct of Client in the performance of its obligations or exercise of its rights under the Terms and Conditions and/or the Agreement, always provided that this indemnity shall not apply if such Losses arise from the gross negligence or wilful misconduct by GenomeByte Indemnitees.

9.5. Any claim for compensation against GenomeByte will be forfeited if the Client fails to notify GenomeByte in writing within 90 days after becoming aware of the grounds on which the claim is based or when such grounds could reasonably have been known to the Client.

9.6. In the event of a dispute that cannot be resolved mutually with the Client or any third party associated with the Client, GenomeByte's maximum liability concerning its rendered services shall be limited to the maximum value of the cost of service per month or £500 whichever is lower.

9.7. GenomeByte excludes any liability for indirect, consequential, special, or incidental damages arising out of or related to its services, including but not limited to lost profits, data, business interruption or any other economic loss. In no event shall GenomeByte be liable for any amount exceeding the total fees paid by the Client for the specific service giving rise to the claim. This exclusion applies even if GenomeByte has been advised of the possibility of such damages and regardless of the legal theory under which the claim is made.

10. Miscellaneous

10.1. The Parties may communicate with each other via electronic mail. They acknowledge the risks associated with electronic mail, including but not limited to distortion, delays, interception, manipulation, and viruses. The Parties explicitly state that they will not hold each other liable for any damages incurred as a result of using electronic mail. This disclaimer extends to the use of electronic communication between GenomeByte and third parties, regardless of the form, including entities such as the UK tax authorities. The Parties commit to taking reasonable actions to minimize such risks. In cases where a Party is uncertain about the content of an electronic message received, the content as originated by the sender shall be considered decisive.

10.2. The invalidity or unenforceability of any provision in these Terms and Conditions shall not impact or restrict the validity or enforceability of other provisions herein. In the event of such invalidity or unenforceability, the provision in question will be substituted or deemed to be replaced by one considered valid and enforceable. The interpretation of the substituted provision will closely align with the intent of the invalid or unenforceable provision.

10.3. The Client is not permitted to transfer its obligations and rights under the Terms and Conditions, a quotation or offer by GenomeByte, or any Agreement to a third party without obtaining the prior written consent of GenomeByte.

10.4. If a conflict arises between these Terms and Conditions and an Agreement, the provisions outlined in the Agreement shall take precedence.

10.5. The parties involved in this Agreement are independent contractors, and nothing within this Agreement shall establish a partnership between them, designate one party as the agent of the other, or characterize their relationship as a joint venture. Neither party possesses, nor shall they claim to have, the authority or power to act for or create any obligation or responsibility, whether express or implied, on behalf of the other party.

11. Applicable law and jurisdiction

11.1. These Terms and Conditions, any quotation or offer made by GenomeByte or any Agreement shall be governed exclusively by the laws of the United Kingdom. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

11.2. All disputes arising from these Terms and Conditions, any quotation or offer made by GenomeByte or any Agreement, including disputes regarding its existence and validity, that the Parties cannot resolve in mutual consultation, shall be settled exclusively by the competent court in London, England, United Kingdom.

effective as of 27.01.2024