Terms of service
Last updated : March 14th 2016
Article 1. Definition, scope and acceptance of terms & conditions
- The present terms and conditions (“terms” or “conditions”) govern the way ImmuSmol SAS (“Explicyte”, “ImmuSmol”, “we”, “our” or “us”) provides contract research services (“services”) to commercial entities (“client”, “you” or “your”).
- Explicyte is a brand owned by ImmuSmol SAS a limited liability company with share capital of 50 000 euros, registered in the Bordeaux Register of Companies under number B 753 232 719.
- Immusmol is a business-to-business company. We exclusively serve private companies, liberal professions, public institutions, and more generally any person acting in a professional capacity.
- Our terms of service are available on each and every page of our website and are systematically provided with our service proposals. Written agreement of the service proposal by the Client shall therefore be deemed to constitute acceptance of the present terms and conditions.
- We reserve the right to amend the present terms and conditions at any time and for any reason. Changes to the present terms and conditions will apply immediately, except for contract services already accepted. We therefore advise you to read the present terms and conditions before signing any service proposal.
- Unless otherwise expressly agreed to in writing, the present terms & conditions shall supersede all prior communications and agreements between parties. When completed with the signed service proposal, they constitute a contract (“service agreement”) between ImmuSmol and the Client including appendixes.
- Changes to the present terms and conditions shall only be considered binding if confirmed by ImmuSmol in writing in the service proposal.
Article 2. Confidentiality & data security
- Client may require the signature of a confidentiality or non-disclosure agreement.
- Despite our best efforts with regard to security matters, we have no control over the security of the internet connexion you use to access the site and communicate with us. We thus cannot be held responsible for the security of information that you choose to communicate with us while it is being transmitted.
- In any case, ImmuSmol will treat all information related to Clients requests and services as proprietary and confidential. We will not disclose the same to any person, except employees, consultants and subcontractors already bound by a confidentiality agreement and to whom it is necessary to disclose information for purposes of providing the services
- ImmuSmol reserves the right to mention the name of the Client to any communication or commercial purposes, unless otherwise expressed by the Client.
- All information provided by ImmuSmol for study proposals, including but not limited to, service prices and timeline, is strictly confidential and should not be disclosed to any third party without prior written consent of ImmuSmol.
- Upon signature of the service agreement, ImmuSmol can grant the client with an access to a secured extranet server, to download study results. The client is responsible for the confidentiality of its account and password.
Article 3. Client request & service proposal
- ImmuSmol reserves the right to refuse service to any client for any reason.
- Upon Clients request, ImmuSmol will establish a study proposal. Once signed by the client, the study proposal constitutes a service agreement, which is binding to both parties. When the service proposal is divided in several steps by go/no go decision points, the service agreement is binding for at least the first step.
- Client acceptance of a service proposal shall constitute a representation that Client is solvent.
- Service shall only start after signature of the service agreement and (i) after receipt of study materials by ImmuSmol (either provided by the Client or purchased by ImmuSmol), (ii) after study protocol synopsis approval by the Client and (iii) according to ImmuSmol planning.
Article 4. Price & payment
- Prices do not include VAT or any applicable tax.
- If no valid intra-EU VAT number is provided, we must charge the standard French 20% VAT.
- Payment conditions:
- All payments are in euros.
- A non-refundable deposit is required to initiate any study or any step of a study. Amount of the deposit is indicated in the study proposal.
- Invoices shall be sent to the Client upon delivery of the applicable deliverables related to completion of the study or any steps of the study.
- Payment is due within 30 days of invoice date.
- Any pricing or invoicing complaints must be sent to ImmuSmol within 30 days of the invoice date. In no case such complaints can justify late payment.
- Payment is considered effective only when ImmuSmol has received the full invoiced amount, in principal and accessories.
- Payment are made by bank transfer (unless agreed and specify in the study proposal).
- In accordance with EU DIRECTIVE 2011/7/EU, in case of late payment, interest shall accrue on the sum due based on official lending rate +8%, calculated on a daily basis without prejudice to our right to receive payment. If we were to incur legal costs, collection fees or other related charge in order to recover your payment, we would apply a fixed 40 euro compensation fee, plus additional fees for any cost exceeding the fixed sum referred to.
- In the event of late payment, ImmuSmol reserves the right to terminate service.
Article 5. Standard of performance
- ImmuSmol will follow the study protocol set forth in the service agreement and in the study protocol synopsis provided in a few days after signature of the service proposal and approved by the Client. ImmuSmol will do its best efforts to conduct and complete the study following the time schedule and by providing the Client with the respective deliverables. However, due to the uncertain nature of research and development activities, ImmuSmol cannot guarantee turnaround time in particular in case of changes of scope (see Article 6) or in case of force majeure (see Article 10). ImmuSmol will notify the Client of delays. Therefore, no delay in the provision of the applicable deliverables permits the Client to rescind the service agreement or delay payment.
- ImmuSmol makes no warranty or guarantees that the outcome of the study shall be merchantable or fit for a particular purpose or will meet the Client’s desired use or intended applications.
- To the extent that ImmuSmol subcontracts any part of the study and/or its related obligations, such subcontractor shall be obliged by the same obligation which apply on ImmuSmol according to theses terms of service.
Article 6. Changes of scope & termination
- Should the service scope not align with the Client expectations, it is the Client responsibility to notify ImmuSmol in writing of any change to be made to the service agreement prior to the initiation of the applicable study/study step.
- If requested changes lead to an increase in cost or labor for ImmuSmol, the service agreement shall be amended to include a financial compensation to ImmuSmol commensurate such changes. Such amendments to initial service agreement shall be agreed upon in writing by ImmuSmol and the Client.
- ImmuSmol reserves the right to terminate service without compensation to the Client if no written agreement can be reached with regards to contract adjustments after 30 days of the Client notice.
- Cancellation of services in progress by the Client shall result in partial charge commensurate twith the percentage of work completed at the time of cancellation, including any actual costs and charges already engaged or incurred by ImmuSmol due to early termination.
Article 7. Shipping and receipt
- It is the Client’s responsibility to provide ImmuSmol with all documents, permits and approvals required for delivery to ImmuSmol of any material required for the performance of the service.
- In particular, Client will provide ImmuSmol with sufficient amounts of materials such as cells, compounds, samples, or other substances, as well as comprehensive data or information concerning the stability, storage and safety requirements needed by ImmuSmol to perform the services.
- Applicable import and export taxes may be added to the any ImmuSmol invoice, together with any shipment costs and potential handling and packing fees if applicable.
- If ImmuSmol has to shipped any material or sample to the Client according to the study protocol, it is the responsibility of the Client to arrange product inspection upon delivery and to notify ImmuSmol in writing within 7 days after reception.
Article 8. Intellectual property
- Full title to any intellectual property arising and generated in the provision of the study in respect of Client’s proprietary material remains with the Client. All the delivered items, including without limitation results, information, and data record generated during this study are exclusive property of the Client.
- It is the Client responsibility to ensure that the use of the deliverables does not violate or infringe any patents or other proprietary rights of third parties.
- Client acknowledges that ImmuSmol proprietary technologies, models, software, systems, methods, and know-how for detecting, measuring, analyzing, and reporting biological and pharmacological activities shall remain the sole property of ImmuSmol.
- Client acknowledges that ImmuSmol shall be entitled to use data or results produced in the scope of a study without any use of Client proprietary material (e.g standard reference product…), for any communication or commercial purposes.
- ImmuSmol shall retain all rights, title and interest to methodologies, including know-how and trade secrets, used or developed by ImmuSmol in performing any services, including all intellectual property right with respect thereto.
- Unless otherwise requested by the Client, ImmuSmol will maintain a file of all the electronic delivered items, including without limitation results, information, and data record generated during the study for a period of no less than one year after study completion.
Article 9. Warranty disclaimer & limitation of liability
ImmuSmol sole warranty with respect to services consists in providing services in accordance with the standard of performance set forth above. Client shall notify ImmuSmol in writing for any claim for a breach of such a warranty by ImmuSmol within one month after service delivery.
ImmuSmol disclaims any warranty or representation, expressed or implied, as to our services and deliverables, including, but not limited to, warranties of merchantability, fitness for a particular purpose and title non-infringement.
In no event shall ImmuSmol and any of its staff be held liable for any incidental, consequential, contingent, special or punitive damages, including without limitation personal injury, property damage, lost profit or other economic loss, arising in connection with ImmuSmol services or with the Client use or inability to use, handle or store the deliverables provided by ImmuSmol.
In any case, ImmuSmol maximum liability is expressly limited to the amount effectively paid by the customer for the service.
Article 10. Force Majeure
In case of force majeure, ImmuSmol will not be held responsible for any lateness or default in the performance of its obligations. Without being exhaustive, force majeure comprehends the following events: war, civil war, natural disasters including flood, acts of governments limiting service delivery and shipping, strikes, lockouts, accidents, fires, energy shortfalls and defaults of transporters. In such a case, we will promptly notify you of such interference, its date of commencement and estimated duration.
Article 11. Applicable law and competence
Client agrees that any dispute related to ImmuSmol services shall be governed by French laws, by the « tribunal de commerce de Bordeaux ».
For any notice or claim, please use the following contact details:
Explicyte – ImmuSmol SAS
PTIB – Hôpital Xavier Arnozan
Avenue Haut Lévêque
+33 (0)5 47 30 27 72