I. ABOUT THE COMPANY NOVAPTECH
The company NOVAPTECH is a simplified joint-stock company with a share capital of 350,000 euros, registered in the Trade and Companies Register of Bordeaux under number 820 690 345, with its headquarters at Parc Scientifique Unitec 1, 2 allée du Doyen Georges Brus in PESSAC (33600) and represented by Mrs Marine Faussillon-Laville, acting in her capacity as Chairperson. The purpose of the Company, both in France and abroad, is the biotechnological development and sale of aptamers; all services for the development of custom aptamers and expert advice concerning aptamers.
These terms and conditions apply to all orders for services and are intended to define the procedures according to which the company NOVAPTECH provides its customers with all of its services as well as the rights and obligations of each party, subject to any particular terms and conditions expressly agreed between the Parties in accordance with the accepted quote or purchase order.
III. ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS OF SALE and
All services, contracts or tasks performed by the Company NOVAPTECH involves the adherence of the Customer without reservation to these terms and conditions of performance. The Customer therefore declares, prior to its order, that it has read these General Terms and Conditions of Service of NOVAPTECH and all the information and details contained in articles L.111-1 to L.111-7 of the French Consumer Code.
IV. AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS OF SALE
These terms and conditions determine the rights and obligations of the parties in relation to the services, contracts or tasks undertaken between the company NOVAPTECH and the Customer. The company NOVAPTECH reserves the right to modify these terms and conditions, at any time, by publishing a new version. The applicable General Terms and Conditions will then be those in force on the date of the signing of the order, subject to any particular conditions expressly defined between the Parties. The Customer declares that it has read these general terms and conditions in their entirety and accepts them without restriction or reservation. The Customer declares that it is legally capable of entering into a contract by virtue of the laws in force in its national territory or validly representing the person for whom it is contracting. Unless the contrary is proven, the information recorded by the Company shall constitute the proof of all its transactions. These terms and conditions come into force on the date on which the order is confirmed and shall persist for the duration required to provide the services performed by the company NOVAPTECH until the lapse of the warranties and obligations owed by the company.
V. TERMS OF EXECUTION OF THE SERVICE
The scientists responsible for monitoring all services, contracts and tasks are Mrs Marine Faussillon-Laville and Mr Jean-Jacques Toulmé. The performance of the Contract is entrusted by the Customer to NOVAPTECH and the service shall take place in the premises of NOVAPTECH or under the supervision of NOVAPTECH if the Service takes place outside of its premises. To fulfil the time limitations and services provided for in this contract, NOVAPTECH undertakes to use best endeavours in accordance with the state of the art. It is expressly agreed that this obligation is no more than an obligation to take steps within NOVAPTECH’s power. The Service is divided into multiple phases, the number of which may vary depending on the project concerned. At the end of each phase, the Parties will discuss the Results obtained on the basis of an interim report submitted by NOVAPTECH to the Company and will determine by joint agreement whether the next phase is feasible. The Company will send confirmation of the order for the execution of the next phase in writing (email or post) to NOVAPTECH seven (7) working days after receipt of the Interim Report. The same procedure is followed at the end of each phase to determine the feasibility of the following phase. The start of the Service shall be agreed jointly by the Parties. Work meetings may take place at any time NOVAPTECH and the Customer deem them to be useful for the purpose of the proper performance of the services. The Customer and/or NOVAPTECH shall inform one another mutually of any difficulty encountered by any written means within 48 hours of the discovery of the difficulty, should one arise, in the performance of the Service. By joint agreement, the Customer and NOVAPTECH may agree, in the form of an addition, to amend and/or redefine certain works performed in relation to the Service.
VI. COMMITMENT OF THE CUSTOMER
The Customer shall act, in its contractual relations with NOVAPTECH, for the direct and exclusive needs of its professional activity. The signing of the Quote or Purchase Order engages its liability with regard to the payment of the order and in accordance with the procedures defined in these terms and conditions. The Customer shall be responsible for the use which it makes of the results of the service of NOVAPTECH and shall keep NOVAPTECH immune from any liability in this regard.
VII. TERMS OF PAYMENT
As consideration for the services of NOVAPTECH, the Customer undertakes to pay to NOVAPTECH the sum provided for in the contract or Purchase Order, which is payable in 30 (thirty) days net of the date of the invoice issued by NOVAPTECH, subject to any particular conditions defined in the accepted estimate or purchase order. This sum is subject to VAT at the statutory rate in force on the date of
invoicing. The payment of the sums corresponding to the different phases of the Service will be made by bank transfer to the account opened in the name of NOVAPTECH: CIC INNOVATION BORDEAUX No. FR76 1005 7195 5700 0200 6980 165
Each of the Parties shall, provided it is authorised to do so, only give to the other Parties the Confidential Information which it considers necessary for the pursuit of the objectives of the Service.
The Parties undertake that the Confidential Information given to them:
– will be protected and kept strictly confidential and treated with the same degree of precaution and protection which they would apply to their own confidential information;
– will only be shared internally with members of their staff who need to know this information for the sole purpose of performing the Service;
– will not be used for any purpose other than those defined in the Contract;
– will not be copied, nor reproduced, nor duplicated without the written and specific permission of the Party who disclosed it. The Parties will not have any obligation and will not be subject to any restriction with regard to any of the Confidential Information for which they can provide proof that:
– this information entered the public domain before it was communicated to them or afterwards by a third party in good faith;
– they were already aware of this information and this prior awareness can be demonstrated by the existence of appropriate documents in their files;
– they received the information from a third party authorised to disclose it, in a lawful manner, without restriction or breach of the Contract;
– the use or the disclosure was authorised in writing by the Party from whom the information originated;
– the disclosure is required by any law or court decision.
The communication of Confidential Information for the purposes of the Contract, does not confer any right whatsoever to the Party receiving the information, including, but not limited to, a property right, right of use, right of assignment. Notwithstanding the termination or end of the contract, the commitments undertaken in this article shall remain in force for two (2) years following the expiration or the termination of the Contract.
IX. PUBLICATIONS AND COMMUNICATIONS
Any publication or communication of information, regarding the Results, by one of the Parties to the Contract, must receive, during the term of the Contract and (12) twelve months following its expiration, the written agreement of the other Parties, who shall make their decision known within a period of no more than one (1) month following the request. Beyond this period and if no response is received, agreement will be considered granted. As a result, any draft publication or communication must be submitted for the opinion of the other Parties, who may amend or delete certain information which, if disclosed, would harm the industrial and commercial exploitation, in good conditions, of the Results. However, such amendments or deletions must not be detrimental to the scientific value of the publication. The Parties undertake to mention the respective contribution of each of the Parties, in any publication or communication regarding the Service. NOVAPTECH may, unless the Company disagrees in writing, use the name and logo of the Company as a reference in its marketing communications. However, the provisions of this article may not pose an obstacle to the obligation of any person taking part in the Service to present a
confidential activity report, if this communication does not constitute a disclosure under intellectual property law.
X. INTELLECTUAL PROPERTY
The Proprietary Knowledge belonging to each of the Parties shall remain their respective property. The other Parties will not receive any right, arising from the Contract, over the patents and Know-How concerned. The Results of the Service are the property of the Customer, subject to compliance with the obligations generated by the Contract, particularly article VII above. The Know-How and all improvements made to it by NOVAPTECH to perform the Service shall remain the property of NOVAPTECH. NOVAPTECH is not permitted to exploit the Results of the Service in any form whatsoever without the prior, written agreement of the Customer. However, NOVAPTECH may use the Results of the Service free of charge for its own research and teaching needs subject to the provisions of article VIII above.
The duration of the services performed by NOVAPTECH is expressly defined between the Parties during negotiations.
The Contract can be renewed by means of an addition, written and signed by the duly authorised representatives, which must specify in particular its purpose, its duration and its terms of payment. However, the provisions of article VIII, article IX and article X shall remain in force notwithstanding the end or the termination of the Contract.
Damage to employees
The employees of each of the Parties who carry out works under the Contract shall retain their status regardless of their actual place of work. However, they must comply with the internal rules of the host organisation during the time they are present in the premises of this organisation. Each of the Parties will continue to assume all social and tax obligations with regard to the employees whom it compensates and to exercise all of its administrative and managerial rights over them. Each Party shall be responsible for the coverage of its employees in accordance with the applicable Social Security laws, the regime regarding occupational accidents and occupational diseases, and the framework of its own statutes, and must carry out the legal formalities required of it. Each of the Parties is liable in accordance with the rules of French private law for any bodily harm of any kind caused by it to the employees of the other Party.
Damage to property
Each of the Parties is liable in accordance with rules of French private law for any damage of any kind caused by it to the movable and/or immovable property of the other Parties resulting from and/or occurring during the performance of the Contract.
Damage to third parties
Each of the Parties is liable in accordance with rules of French private law for any damage of any kind caused by it to the movable and/or immovable property of third parties, as well as for bodily harm caused to third parties.
Each of the Parties must, as needed and to the extent compatible with their statutes, subscribe to the insurance policies required to guarantee any damage to property or persons which may occur in relation to the performance of the Contract and ensure that these policies remain valid.
NOVAPTECH is responsible for defining and deploying all the material and human resources necessary for the Service to meet the requirements specified for the contract or the purchase order. For this purpose, the Results of the Service shall be provided to the Company and accepted by it with no other warranty. Any use of samples provided to the Customer free of charge shall be conducted under its own responsibility and the company NOVAPTECH may not be held liable, in any way whatsoever, for the use which is made of these samples.
XIII. VARIOUS PROVISIONS
Since the Contract is concluded intuitu personae, it may not be assigned or transferred wholly or in part, by any means whatsoever, by a Party to a third person without the prior, written consent of the other Parties.
Invalidity of a clause
If one or more requirements of the Contract are found to be invalid or declared as such in accordance with a treaty, a law or a rule, or following a decision issued by a competent jurisdiction, the other requirements shall retain their entire force and
scope. The Parties will then immediately make the necessary amendments in accordance, as much as possible, with the mutual intention of the Parties at the time of the signing of the Contract.
No addition or amendment to the terms of the Contract will have effect between the Parties unless it is made the object of an addition written and signed beforehand by their duly authorised representatives.
Entirety of the Contract
The provisions of the Contract solely express the agreement made between the Parties for the performance of the Service and replace all previous oral or written commitments relating to the Service.
Any tolerance granted by one of the Parties with regard to the performance of the Contract may not be considered, regardless of its duration, as a waiver of its rights. This tolerance does not exempt the other Parties from future fulfilment of the obligation(s) arising from the Contract.
The Contract may be terminated ipso jure by one of the Parties in the event of nonperformance by another Party of one or more of the obligations contained in these clauses. This termination will only become effective one (1) month after the complaining Party sends a registered letter with acknowledgement of receipt stating the reasons for the complaint, unless within this period the defaulting Party provides proof of an impediment ensuing from a force majeure event or satisfies its contractual obligations. The exercise of this termination option does not exempt the defaulting Party from fulfilling the contractual obligations until the date on which the termination takes effect and subject to any damage incurred by the complaining Party as a result of the termination of the Contract. In the event of termination, regardless of the reason, the total compensation due to NOVAPTECH shall correspond at minimum to the works performed in accordance with the terms of this Contract, and, if applicable, the works required to close the project in progress, which must be defined by joint agreement, as well as the sums irreversibly spent by NOVAPTECH for the purposes of the Contract prior to notice of the termination.
NOVAPTECH may subcontract certain of its obligations for the purpose of the performance of the Service. NOVAPTECH shall remain solely responsible vis-à-vis the subcontracting Company for the proper performance of the Service entrusted and undertakes in advance to ensure that the subcontractor complies with the provisions of the Contract. No intellectual property right or exploitation right may be claimed by the subcontractor pursuant to the terms of article X above.
XVI. PROTECTION OF PERSONAL INFORMATION
As part of the performance of its services and its commercial relations with the Customer, the company NOVAPTECH must collect, process and store personal information concerning it using digital means. This information is intended for the administrative departments of NOVAPTECH and are kept for the duration of its commercial relationship with the Customer. The company NOVAPTECH undertakes not to disclose this information, unless required to do so by a court or to fulfil a legal obligation, to any national or international enterprise for commercial purposes. In accordance with the French Data Protection Act (Loi Informatique et Libertés) of 6 January 1978, the Customer and its employees have a right to access, change, correct and delete personal information concerning them. This right may be exercised upon request by sending a registered letter with acknowledgement of receipt the company NOVAPTECH.
XVII. APPLICABLE LAW/DISPUTES
The performance of services is subject to French law. If a dispute arises between the Parties regarding the existence, validity, interpretation, performance or suspension of this Contract, the Parties undertake to meet and to use all means to resolve the dispute. If no agreement is reached by the end of a period of 60 (sixty) calendar days following the start of negotiations, the negotiations shall be considered to have
failed. Proof of the start of negotiations can only be recorded by drafting a minutes of the meeting made in two (2) copies, duly signed by the representatives of the Parties.
In the event of failed negotiations, the dispute will be brought before the competent French Courts.