General. GenScript USA Inc. and its subsidiaries and affiliates (individually and collectively "GenScript") are providing custom or contract research services in life sciences industry. This Standard Service Agreement and any schedule(s), attachment(s) and exhibit(s) agreed and executed by GenScript and service purchaser ("Service Agreement") shall govern the provision of all custom/contract research services ("Services") by GenScript to service purchaser. Service purchaser is hereby referred to as "Client." GenScript and Client are hereby collectively referred to as "Parties."
Service Agreement. Unless acknowledged and signed by GenScript in writing, any additions or alterations by Client shall not bind GenScript. GenScript's failure to object to any amendments, alterations, additions or proposals contained in any work order or other form or document from Client shall not be construed as a waiver of the Service Agreement nor an acceptance of any such amendments, alterations, additions or proposals.
Scope of Work. A detailed scope of work ("Scope") shall be provided by Client and attached hereto as schedule A. The scope of work shall specify the details of the work, the design, information desired, data and materials to be provided by Client, required completion time and all other matters relating to the completion of the Agreement. Client shall be deemed to assent to the terms of the Service Agreement by submitting the Scope. The submission of Scope shall be deemed as an offer by Client. The acceptance occurs upon the execution and acknowledgement of the Scope by GenScript in writing.
Changes of Scope/Services. Changes to the Scope or Services must be agreed upon and authorized by representatives of GenScript and Client in writing. If such changes result in an increase in the cost and labor of the Services or affect the projected date of completion of the Services (or portions thereof), the compensation for the Services and/or completion date(s) shall be adjusted to a degree commensurate with such changes agreed upon by GenScript and Client in writing. Cancellation of Services in progress will result in a partial charge commensurate with the percentage of work completed at the time of cancellation, in addition to any approved expenses beyond recall at the time of termination which incurred prior to termination, and any other actual costs and charges incurred due to the early termination. GenScript has the right to terminate the Service Agreement without any liability to Client if no agreement could be reached regarding the changes and adjustment of compensation and costs by GenScript and Client in writing.
Compensation and Payments. The Client shall pay GenScript for the Services within thirty (30) days from the date of the invoice(s), or, if applicable, according to the compensation rate and payment schedule as set forth in quotation attached as schedule B. Invoices shall be sent to Client upon completion of the Services and delivery of the applicable Deliverable(s) to Client, or, according to the schedule B. If Client defaults in any payment when due, GenScript, at its option and without prejudice to its other lawful remedies, may delay performance, defer delivery, charge higher interest rate to the maximum amount allowed by law on undisputed amounts owed, and/or terminate the Services Service Agreement. All payments due hereunder shall be made in the currency specified by GenScript in writing in the Invoice.
Taxes and Other Charges. Unless Parties agree in writing, Client will be responsible for any use tax, sales tax, excise tax, custom duty, inspection or testing fee, or any other taxes, fees, duties or charges imposed by any governmental authority, relating to or measured by the transaction, in addition to the prices quoted or invoiced in the Service Agreement. If GenScript is required to pay any such taxes, custom duties, fees or charges, Client shall reimburse GenScript thereof or provide GenScript an exemption certificate or other document acceptable to the authority imposing the taxes, duties, fees, or charges at the time the order is placed.
Materials and Information. Client will provide GenScript with sufficient amount of its information and materials such as cells, compounds, samples, or other substances needed to complete the Services ("Client Materials"), as well as comprehensive data or information concerning the stability, storage and safety requirements of such Client Materials needed by GenScript to complete the Services. GenScript will use Client Materials in accordance with the Service Agreement and only in the execution of Services for the benefit of the Client. Unless otherwise requested by the Client, upon completion of the Services any remaining Client Materials will be destroyed. GenScript will not transfer or provide Client Materials, in whole or in part, to any third party, other than a subcontractor, without the Client's prior written approval.
Work Product. Client shall be the exclusive owner of and shall be entitled to all documentation, information, records, raw data, protocols, specimens or other work product supplied by Client and/or generated by GenScript as a direct result of execution of the Services ("Work Product"). GenScript's method(s) or process(es) used in the execution of Services, laboratory notebooks or other records maintained with respect to the Services will be owned by GenScript. Upon completion of the Services GenScript will archive the work product for a period of one (1) year. The Work Product will be disposed and destroyed one (1) year after the completion of Services.
Confidentiality. GenScript will treat all Data as proprietary and confidential and will not disclose the same to any person except its employees, consultants, and subcontractors to whom it is necessary to disclose the Data for purposes of providing the Services. If the disclosure is requested in any legal proceedings, GenScript will notify Client promptly prior to any disclosure to permit Client to oppose such disclosure by appropriate action. Client agrees to reimburse out-of-pocket costs and reasonable attorney's fees if GenScript is obligated to testify or produce documents in any legal or administrative proceedings regarding the Services.
Limited Warranty, Breach and Remedy. The Service Agreement is a contract for Services only. GenScript's sole warranty with respect to the Services is that GenScript will perform the Services in accordance with the standard of performance set forth above. Client shall notify GenScript in writing of any claim for a breach of such warranty within one (1) month after delivery by GenScript of the final Deliverable relating to such Services. The sole remedy to Client for breach of such warranty shall be to require GenScript to re-perform the Services.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GENSCRIPT (OR ITS SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE UNDER ANY LEGAL THEORY AS A RESULT OF GENSCRIPT'S PERFORMANCE OF THE SERVICES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF CUSTOMERS, CLIENT OR GOODWILL.
Indemnification. Client shall indemnify and hold harmless GenScript, its subsidiaries and affiliates, and their respective officers, directors, employees, and agents from and against any and all expenses, damages, costs, judgments, and losses arising from any Client's product or service based in whole or in part on Deliverables delivered hereunder or any portion thereof.
Termination. GenScript may terminate the Service Agreement in the event that Client breaches or fails to comply with any material provision of the Service Agreement, and fails to remedy the breach or failure to the satisfaction of GenScript within fifteen (15) days of receiving written notice where the breach or failure is capable of being remedied.
Force Majeure. Except with respect to the obligation to make payment, neither GenScript nor Client shall be responsible for failure or delay in performance of its obligations related to the Services due to causes beyond its reasonable control, including but not limited to, acts of God, governmental actions, fire, labor difficulty, shortages, civil disturbances, transportation problems, interruptions of power or communications, failure of suppliers or subcontractors, or natural disasters.
Additional Notes for Customer Services. GenScript provides clients with free consulting services including, but not limited to, design and digital assembly of sequence, choice of vector and cloning site, antigen sequence design, and help on choice of service packages. Client shall acknowledge and agree that these additional services are provided free of charge and are provided for informational purposes only. Client shall acknowledge that GenScript does not warrant or represent the accuracy or applicability of suggestions provided by GenScript customer service representatives as part of the free consulting services. Client shall agree that it remains Client's responsibility to evaluate such suggestions before adopting them. Finally, by placing an order with GenScript, Client will be deemed to have read, understood, and agreed to the above Service Agreement.
GenScript Biotech Corporation (“We” in this notification) as the operator of this website https://www.genscript.com (“GenScript”) is the responsible body for the handling of personal data of users of the GenScript information services (“You”).
We take the protection of your personal data seriously. We have taken technical and organizational steps to ensure that the data protection regulations are observed by ourselves and our service providers.
In accordance with the applicable data protection regulations, we have provided information below on the type, extent and purpose of the collection, processing and use of data obtained in connection with your use of GenScript.
Collection of Personal Information
At GenScript.com, you can order products or services, make requests, and register to receive materials. In order to realize some of the functionalities, we may collect and retain your personal information in various ways. The types of personal information collected via these pages may include your name, name of your company, address, telephone number, fax number, e-mail address, contact and billing information (including shipping address and end-user), transaction, and/or credit card information. Information about particular transactions, such as product purchases over the website, is maintained in our databases in the same or similar manner as such information is maintained for transactions which are done by telephone, fax, etc.
Personal Information Collection
Personal information is collected for necessary business purposes and also to better understand and serve you as a customer or a user of our websites. We promise to collect, share, transfer and use personal information with adequate notice or consent. We uncompromisingly stand by this promise.
Personal information will be collected in various occasions when applicable. For example, when you choose to register with GenScript as a registered user, place an order for products or services, subscribe to newsletters, marketing and support materials, participate in reward or promotion program, survey, or even apply for a job at GenScript, personal information will be asked and requested to complete these transactions. We may collect the personal information in following categories:
Information for the purpose of registering with the GenScript to be a registered user; including your contact information such as your name, organization, address, phone and fax number, and email address;
Information about your visiting or use our websites, including any information identifiable or unidentifiable recorded or traced when you visit our websites and web pages, including visiting history, hit counts and time;
Information about transactions carried out over this website, including your personal contact, financial information such as credit card information, bank account information and various verifying information; other information such as IDs and passwords, billing and transaction information, organization information;
Information that you provide for the purpose of subscribing to the website services, such as newsletters, products updates, marketing and support materials, participate in reward or promotion program, survey, including information about your contact information, your interests and preferences in various products or services;
Information when applying a job at GenScript, including your contact preferences, educational background and employment history and job interest data;
Any other information that you send to GenScript;
Information that third parties send to GenScript or that are in public domain.
If you merely browse GenScript websites, you will be recorded as a hit only and GenScript will not collect any personal information from you unless otherwise stated.
Using Personal Information
The information we collect help us to better serve you as a customer and user and to meet your needs and suit your interests. The information collected will help us deliver a consistent high quality product and service to you. We may use the information to:
administer and improve our websites;
publish your testimonials;
enable your access to and use of the website services;
send you products that you purchase;
supply to you services that you purchase;
send you statements and invoices;
contact and collect payments from you;
send you marketing communications, updates, rewards programs, services and product information;
send you information about your account, changes to any relevant agreements, statements and policies;
assist us to implement an rewards program and/or other promotions;
compile and analyze aggregate statistics and trends;
conduct market and customer analyses;
respond to your request and improve the content, services, and products.
You will be provided opportunity to choose your privacy preferences regarding the communications we send. If you do not want to receive any such communication from us, you may opt out by declining the service offered when registering or unclick the check box at other information collection points on our websites or in our e-mails; or informing us that you no longer wish to receive such communication.
Before we publish your testimonials on our websites, we will seek an expressed permission from you. The testimonials will be only posted on our websites with the expressed permission of the individual or company who provides that testimonial.
Credit card information is used only for payment processing and fraud prevention. Credit card information and other sensitive personal information required to process a transaction on credit will not be used for any other purpose by our financial services providers or GenScript. We will not keep the credit card information longer than necessary for processing the transaction or providing the services, unless you permit us to retain such information for future purchases or services.
We will take all necessary and practical steps to ensure that your personal data will not be kept longer than necessary. We are committed to compliance with all statutory and regulatory requirements concerning the retention and use of personally identifiable information.
In addition to the disclosures reasonably necessary for the purposes identified above, we may disclose your personal information to the extent that it is required by law, in compliance with court order in any legal proceedings, and in order to establish, claim, exercise or defend our legal rights.
Sharing Personal Information
We will not sell, rent or lease your personally identifiable information you provide to us to any external parties without your permission, except where required by law or governmental or judicial bodies with proper authority.
Security of Personal Information
We are committed to safeguard the personal information you provide to us. We will take reasonable technical and organizational safety measures to prevent the loss, misuse or alteration of your personal information. We will store all the personal information you provide on our secure servers.
We use the standard known as Secure Sockets Layer (SSL) encryption for any transmission of personal or financial information from your PC to our servers. Beyond the SSL barrier, your data is protected once it reaches our network through the use of secure multi-tiered firewalls. Whole or portion of your data may also be encrypted on our storage server for additional security.
Cross-border Data Transfers
Access to Information You Provided
You may at any time request access to your personal information held by us. You may review, edit, correct, delete, or update that information at any time. All requests for access to, or correction or deletion of personal information should be made via email to Bhama Parimoo at bhamap@GenScript.com. We reserve the right to charge a reasonable fee for processing of any personal information access request. We will, upon making reasonable efforts to verify your identity, endeavour to handle and respond to such requests promptly.
GenScript does not target its websites to children under 13 and does not knowingly collect personally information from children under the age of 13.