TERMS AND CONDITIONS

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1. Introduction

1.1 These terms and conditions (“Terms and Conditions”) shall govern your collaboration with BRIGHTcore.

1.2 Upon collaboration, you accept these Terms and Conditions in full; accordingly, if you disagree with (any part of) these Terms and Conditions, BRIGHTcore will have the right to terminate the collaboration.

1.3 No derogation from these Terms and Conditions shall be binding unless it is agreed to expressly and in writing by BRIGHTcore.

1.4 Contact BRIGHTcore up front for setting up new projects or experiments. Please include your research plan, supporting literature, sample origin/species, bioinformatics knowledge.

2. Sample delivery


2.1 All hazardous, or suspected hazardous materials should be properly packaged, labeled, and transported.

2.2 BRIGHTcore is not responsible for any damage and loss occurring during transport.

2.3 BRIGHTcore’s sample submission form (incl. PO number) (www.brightcore.be/samplesubmission) should be filled out prior to starting experiment. No samples will be accepted if they are not accompanied by acceptable paperwork.


2.3.1 One (1) form per assay type should be present.

2.3.2 Sample concentrations (fluorimetrically) should be clearly indicated.

2.3.3 Information on whether or not samples can be discarded post project completion should be indicated.

2.4 BRIGHTcore’s conditions regarding sample labeling should be observed.


2.4.1 Every plate has to be provided with a name and the orientation of samples in the plate should be indicated.

2.4.2 For individual tubes: All tubes should be labeled with the <Sample no.>, <Unique sample ID> and <Name of experiment>.

2.4.3 Labels tubes or plates with a printed label.


2.5 Samples delivered in wrong conditions will be rejected (incorrect labels, cooled storage, elution buffer).

2.6 BRIGHTcore reserves the right to refuse samples which in our sole judgment may pose a hazard when handling, processing, or transporting.

2.7 Samples should be physically handed over or shipped.

3 Experiments

3.1 BRIGHTcore will handle the samples with utmost care.

3.2 In case of a failed experiment BRIGHTcore will repeat the experiment free of charge if the reason of failure is due to BRIGHTcore.

3.3 When experiments fail multiple times, BRIGHTcore has the right to refuse to further the analysis/analyses.

3.4 BRIGHTcore will not be responsible for delays or failure to perform service due to cause beyond our control such as natural events, power failures, equipment failures, etc.

3.5 All omics devices (MPS/NGS, array or nanostring) are solely handled by BRIGHTcore personnel or owner.

3.6 All small devices can be used by others if properly trained at BRIGHTcore. This includes


3.6.1 General training (safety/in-house regulations); and

3.6.2 Instrument-specific training.

4 Results

4.1 BRIGHTcore will provide one copy of the final report. Customized reports that differ from the normal format may bear additional charges to compensate for the time spent in their production.

4.2 Results are no property of BRIGHTcore or it should be discussed/agreed differently.

4.3 Reports will be archived for a period of 1 year after results have been reported to you.

4.4 For inquiries about status should be made before TAT expiration.



5 Confidential Information



5.1 BRIGHTcore and your company are willing to disclose “Confidential Information” (meaning all information that is marked as “confidential” or by its nature can reasonably be expected to be confidential and that is disclosed by one Party to the other Party) to each other pursuant to, or in connection with, the services provided or to be provided by BRIGHTcore based on these Terms and Conditions (“Services”):


5.1.1 Receiving party will treat all confidential information of disclosing party disclosed hereunder with strict confidentiality and will secure and properly protect such Confidential Information against theft, damage, loss and unauthorized access (including access by electronic means);

5.1.2 The parties may be disclosing Confidential Information belonging to their affiliates on behalf of those affiliates, in which case such Confidential Information shall also be governed by the terms of these Terms and Conditions;

5.1.3 Parties will disclose to the other party such Confidential Information as it considers necessary to disclose for the purpose of these Terms and Conditions;

5.1.4 Receiving party will use Confidential Information of disclosing party only for the purpose of these Services and for no other purpose;

5.1.5 Receiving party will disclose Confidential Information of disclosing party only to those of its employees, officers or agents who have a need to know in connection with the Services;

5.1.6 Receiving party will not, without the prior written consent of disclosing party, disclose Confidential Information to any third party;

5.1.7 Receiving party will be liable to disclosing party for any non-compliance with the terms of this section by its affiliates, employees, agents or officers.


5.2 Exclusions

The provisions hereof will not apply to Confidential Information that:


5.2.1 was already in receiving party’s possession or in the public domain prior to receipt from disclosing party (or its affiliates);

5.2.2 is subsequently developed independently by receiving party without any reference to or use of Confidential Information of disclosing party;

5.2.3 became public knowledge other than through fault of receiving party (or its affiliates, employees, agents or officers);

5.2.4 is subsequently disclosed to receiving party by a third party where such a third party did not obtain the same under an obligation of confidentiality to disclosing party in relation to it;

5.2.5 is approved for disclosure by written permission of disclosing party;

5.2.6 is required by law to be disclosed by receiving party, in which case receiving party will first inform disclosing party, if legally permissible, of all relevant facts relating to such disclosure and will provide such opportunity as is possible in the circumstances for disclosing party to object to, or limit, such disclosure and will provide reasonable assistance to disclosing party in seeking to prevent, or limit, such disclosure.


5.3 Return of Confidential Information

Receiving party undertakes that on written request by disclosing party or upon termination of this Agreement, it will promptly return to disclosing party all documents or other Materials which either constitute Confidential Information or contain or incorporate Confidential Information received from disclosing party or any of its affiliates, and promptly confirm such return to disclosing party.

5.4 Term of confidentiality

The Receiving party’s obligations of confidentiality shall survive the termination or expiration of this Agreement until seven (7) years after the termination or expiration of these Terms and Conditions.



6 Software



6.1 All software tools can be used on the BRIGHTcore facility (on dedicated computers) after proper training. 6.2 Training at BRIGHTcore of IB2 is possible.



7 Data storage, access and confidentiality



7.1 Raw data is stored according to our internal storage policy.

7.2 The minimum guaranteed storage time (starting from the run/analysis date) is stipulated on the quotation for your project.

7.3 Direct access to our storage cluster is not possible.



8 Financial



8.1 BRIGHTcore is non-profit, however, BRIGHTcore does charge reagents, maintenance contracts, investments, personnel, IT-support, overhead and a 5% failure fee on reagents.

8.2 Payment shall occur within 30 days of the invoice date.

8.3 Invoice address:


UZ BRUSSEL

Laarbeeklaan 101

1090 Brussel - Belgie

tel 02 477 55 47 - fax 02 477 55 90

BTW BE 0449012406



9 Liability



The liability of the BRIGHTcore for a claim or proceeding under this Agreement shall be limited to the total contract sum which is paid out or to be paid out to BRIGHTcore for the Services, except and to the extent such claim or proceeding is made for damages caused by BRIGHTcore’s gross negligence, willful recklessness or willful conduct or willful misconduct and cannot be so restricted or excluded by law.



10 No Warranty



BRIGHTcore’s services, including the generated data and results, are provided “as is”, without any warranty, express or implied, regarding the accuracy, completeness, or fitness for any use, or warranties that the use of the BRIGHTcore’s services does not infringe any intellectual property rights of any third party.



11 Force majeure



If the performance by BRIGHTcore of any of its obligations under this Agreement is delayed or prevented by unforeseeable circumstances beyond its reasonable control, BRIGHTcore will not be in breach of this Agreement because of that delay in performance provided that, in order to be excused from delay or failure to perform, BRIGHTcore must act diligently to remedy the cause of such delay or failure. However, if the delay in performance is more than one (1) month, your company may terminate this Agreement with immediate effect by giving written notice to BRIGHTcore.



12 Governing Law and Exclusive Jurisdiction.



These Terms and Conditions are to be interpreted and governed by the provisions of the laws of Belgium and the competent courts will be the Courts of Brussels, Belgium.


13 Acknowledgements



13.1 BRIGHTcore should be mentioned on all publications as:

13.1.1 Co-author: in case BRIGHTcore actively supported the project (IP). The correct affiliation of the BRIGHTcore scientists is: Brussels Interuniversity Genomics High Throughput core (BRIGHTcore), UZ Brussel, Vrije Universiteit Brussel (VUB) - Université Libre de Bruxelles (ULB), Laarbeeklaan 101, 1090 Brussels, Belgium.

13.1.2 Acknowledgements: in case of basic service please do so by stating the following sentence: Sequencing / Microarray analysis / Data analysis / ... was performed at the Brussels Interuniversity Genomics High Throughput core (www.brightcore.be)



14 Changes to these Terms & Conditions


14.1 We may revise and update these Terms & Conditions and post the updates Terms & Conditions on www.brightcore.be.

14.2 All changes are effective immediately.