These Terms and Conditions (hereinafter referred to as the “Terms”) govern the legal relationship between Advanced Genomics APAC Co., Ltd. (“AGL APAC,” “AGL,” “we,” “us,” or “our”) and you, the customer (“Customer” or “you”), in all transactions, including product and service purchases, engagements, and usage of GALEAS Software. These Terms are a vital part of the contract formed when you make a purchase or otherwise engage with us. They outline each party’s rights, obligations, and liabilities, and provide critical information required by applicable laws. We recommend that you read this document carefully as it forms the foundation of our contractual agreement.
Effective Date: November, 2024
Key Points of Our Terms
- Order Requirements for Custom Products
- All purchase orders for custom-made products must include the relevant design ID to facilitate production.
- Custom-made orders are non-cancellable and non-modifiable once accepted by AGL APAC. If you request any changes or wish to cancel the custom order after acceptance, you will still be responsible for the full fee as per the terms of the original order.
- Order Modifications and Cancellations for Catalogue Products
- For standard products listed in our catalogue, changes or cancellations are possible only with AGL APAC’s consent. Approved changes or cancellations will incur a restocking fee, amounting to 30% of the product price.
- Advance Payments
- In certain cases, AGL APAC may require an upfront payment from the Customer prior to initiating order processing or service delivery. This payment will be determined based on the specific order or agreement and will be outlined in the related documentation.
- Intellectual Property and Rights in Deliverables
- All rights to deliverables, including data, analysis, and other proprietary content generated in the course of fulfilling an order, remain with AGL APAC until the invoice has been paid in full. Ownership and intellectual property rights are transferred to the Customer only after payment completion.
- Customer Definition
- The term “Customer” refers to the entity named in the Contract that has agreed to purchase deliverables or services from AGL APAC. The Customer’s contact information, including legal name, address, and other necessary details, will be specified in the relevant Order documentation.
- GALEAS Software Terms of Use
- Customers wishing to use the GALEAS Software, a free service available for use with the GALEAS reagent kit, must agree to the GALEAS Software Terms of Use upon initial registration. These terms cover user obligations, intellectual property rights, limitations of liability, and other critical factors related to the use of GALEAS Software.
The above serves as a summary of key contractual terms and is not exhaustive. The complete Terms and Conditions govern any engagement with AGL APAC and should be reviewed carefully before proceeding with any transaction or service.
1. Definitions and Interpretation
- 1.1. In these Conditions the following definitions apply:
-
Asia Pacific Region
means Taiwan, Japan, China, South Korea, Hong Kong, Mongolia, Myanmar, Laos, Thailand, Cambodia, Vietnam, Malaysia, Indonesia, Papua New Guinea, Brunei, Philippines, Singapore and East Timor;
Applicable Law
means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;
-
Bribery Laws
means the Bribery Act 2010 in U.K., Anti-Corruption Act, the Chapter of dereliction of duty in Criminal Code of Taiwan and all Applicable Laws in connection with bribery or anti-corruption;
Business Day
means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in Taiwan;
-
Conditions
means AGL’s terms and conditions of sale set out in this document. However, in the order or agreement signed between AGL and the Customer, regardless of whether this document is mentioned in the content, the conditions of this document shall form part of the contract and conditions;
Confidential Information
means any data, scientific, commercial, financial or technical information, information relating to the Deliverables, designs, algorithms, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to the Contract;
-
Contract (or Agreement)
means this agreement between AGL and the Customer for the sale and purchase of the Deliverables incorporating these Conditions, any Order Acknowledgement, and the Order. However, regardless of whether this document is mentioned in the contract, the contents of this document shall constitute part of the contract;
Controller
shall have the meaning given in applicable Data Protection Laws from time to time;
-
Customer
means the named party in the Contract which has agreed to purchase the Deliverables from AGL and whose details are set out in the Order;
Customer Deliverables
means Deliverables which are designed (to any extent) by or on behalf of the Customer in order to meet its requirements, including by use of AGL’s design tool on its website or a AGL employee;
-
Data Protection Laws
means, as binding on either party or the Services:
(a) the GDPR in UK or EU, Personal Data Protection Act in Taiwan
(b) the Data Protection Act 2018 in UK, Cyber Security management Act in Taiwan
(c) any laws which implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;Data Subject
shall have the meaning in applicable Data Protection Laws from time to time;
-
Deliverables or Products
means the Goods or Services or both as the case may be. Our products refer to the products or services developed by Nonacus Limited U.K. (hereinafter referred to as “Nonacus”), including but not limited to kits, panels and GALEAS software services. Nonacus has authorized AGL to be the exclusive distributor in the APAC region as a business representative, AGL has obtained authorization to process and use the relevant intellectual property rights, information and trade secrets of Nonacus’ products and services;
Force Majeure
means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving AGL’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
-
GALEAS Terms of Use
means the terms of use of the GALEAS Software Services hosted in the cloud for use in combination with GALEAS reagent kits, including GALEAS Bladder, GALEAS Hereditary plus, GALEAS Tumor or any future GALEAS branded reagent kit or AGL approved reagent kit;
GDPR
means the General Data Protection Regulation, Regulation (EU) 2016/679;
-
Goods
means the goods, data and other physical material set out in the Order and to be supplied by AGL to the Customer in accordance with the Contract;
Intellectual Property Rights
means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:
(a) whether registered or not
(b) including any applications to protect or register such rights
(c) including all renewals and extensions of such rights or applications
(d) whether vested, contingent or future
(e) to which the relevant party is or may be entitled, and
(f) in whichever part of the world existing; -
Location
means the address or addresses for delivery of the Goods as set out in the Order Acknowledgement (if any) or Order, or such other address as notified by AGL to the Customer prior to shipping;
MSA Offence
has the meaning given in clause 11.2.1;
-
AGL
means Advanced Genomics APAC Co., Ltd, whose registered office is at F, No. 65, Sec. 1, Qingfeng Rd., Zhongli Dist., Taoyuan City 320016, Taiwan (R.O.C.);
Order
means the Customer’s purchase order for the Deliverables;
-
Order Acknowledgement
if any, means AGL’s written acceptance of the relevant Order;
Personal Data
has the meaning given in the applicable Data Protection Laws from time to time;
-
Price
has the meaning given in clause 3.1;
Processing
has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly);
-
Processor
has the meaning given to it in applicable Data Protection Laws from time to time;
Protected Data
means Personal Data received from or on behalf of the Customer in connection with the performance of AGL’s obligations under the Contract;
-
Services
means the services set out in the Quotation to be supplied by AGL to the Customer in accordance with the standard terms and conditions or as agreed by Contract;
Sub-Processor
means any agent, subcontractor or other third party (excluding its employees) engaged by AGL for carrying out any processing activities on behalf of the Customer in respect of the Protected Data;
-
VAT
means value added tax under the Value-added and Non-value-added Business Tax Act in Taiwan or any other similar sale or fiscal tax applying to the sale of the Deliverables.
- 1.2. In these Conditions, unless the context otherwise requires:
-
1.2.1.
a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
1.2.2.
any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
-
1.2.3.
a reference to a ‘party’ means either AGL or the Customer and includes that party’s personal representatives, successors and permitted assigns; and
1.2.4.
a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form.
2. Application of These Conditions
2.1.
These Conditions apply to and form part of the Contract between AGL and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
2.2.
No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that AGL otherwise agrees in writing.
2.3.
No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing between the parties.
2.4.
Each Order by the Customer to AGL shall be an offer to purchase the Deliverables subject to the Contract including these Conditions and, in the case of Custom Deliverables, shall quote the relevant design ID.
2.5.
AGL may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:
2.5.1.
AGL issuing an Order Acknowledgement or other written acceptance of the Order confirming, in the case of Custom Deliverables, acceptance of the custom design ID; or
2.5.2.
AGL delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).
2.6.
AGL may issue quotations to the Customer from time to time. Quotations are invitations to treat only and are only valid for a period of 30 Business Days from date of issue. Quotations are not an offer to supply Deliverables, and are incapable of being accepted by the Customer.
2.7.
Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.
2.8.
Any advice or recommendation given by AGL or its employees to the Customer in connection with Goods and/or Services is followed or acted on entirely at the Customer’s own risk.
3. Price
3.1.
The price for the Deliverables shall be as set out in the relevant quotation or Order Acknowledgement or, if none, calculated by reference to AGL’s then current published price list (the Price), and is exclusive of carriage, which shall be charged in addition, and VAT.
3.2.
AGL may increase the Prices at any time:
3.2.1.
by giving the Customer not less than 30 Business Days’ notice in writing; or
3.2.2.
with immediate effect by written notice to the Customer where there is an increase in the direct cost to AGL of supplying the relevant Deliverables which is due to any factor beyond the control of AGL.
4. Payment
4.1.
AGL shall invoice the Customer for the Deliverables at any time following acceptance of an Order.
4.2.
AGL may at its option require payment of the Price, or part of it, before the Services commence.
4.3.
The Customer shall pay all invoices:
4.3.1.
in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice; and
4.3.2.
to the bank account nominated by AGL.
4.4.
Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
4.4.1.
AGL may, without limiting its other rights, charge interest on such sums at the Bank of Taiwan base rate plus 8%, and
4.4.2.
interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
5. Changes and Cancellation
5.1.
The Deliverables are highly specialised and include perishable materials with very specific storage requirements. Custom Deliverables are made to the Customer’s particular specifications and requirements, and changes to the Order cannot be made once the Customer’s design has been accepted. Consequently:
5.1.1.
Orders may only be varied or cancelled with the prior written consent of AGL; and
5.1.2.
for Custom Deliverables, the Customer is not entitled to cancel or change any Order once it has been accepted by AGL.
5.2.
Without prejudice to AGL’ rights pursuant to this Agreement, if the Customer desires to change an Order, AGL will advise the Customer whether the desired changes are feasible, and, if so, what the additional costs would be.
5.3.
If the Customer decides to cancel an Order, AGL reserves the right:
5.3.1.
Subject to clause 5.2, to charge the Customer a re-stocking fee of 30% of the Price; and
5.3.2.
in the case of Custom Deliverables, to charge the Price in full.
6. Credit Limit
AGL may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.
7. Delivery and Performance
7.1.
The Goods shall be delivered by AGL, or its nominated carrier, to the Location on the date(s) specified in the Order.
7.2.
The Goods shall be deemed delivered on arrival of the Goods at the Location by AGL or its nominated carrier (as the case may be).
7.3.
AGL may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
7.4.
Each delivery or performance of the Deliverables shall be accompanied by a delivery note stating:
7.4.1.
the date of the order;
7.4.2.
the relevant Customer details;
7.4.3.
if Goods, the product numbers and type and quantity of Goods in consignment;
7.4.4.
if Services, the category, type and quantity of Services performed; and
7.4.5.
any special instructions, handling and other requests.
7.5.
Time is not of the essence in relation to the performance or delivery of the Deliverables. AGL shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only.
7.6.
AGL shall not be liable for any delay in or failure of performance caused by:
7.6.1.
the Customer’s failure to make the Location available during normal business hours;
7.6.2.
the Customer’s failure to provide AGL with adequate instructions for performance or delivery; or
7.6.3.
Force Majeure.
8. Risk
Risk in the Goods shall pass to the Customer on delivery.
9. Title
Title to the Deliverables shall pass to the Customer once AGL has received payment in full and cleared funds for the Deliverables.
10. Warranty
10.1.
AGL warrants that the Deliverables shall be free from material defects in design, material and workmanship.
10.2.
The Customer warrants that it has provided AGL with all relevant, full and accurate information as to the Customer’s business and needs.
10.3.
As the Customer’s sole and exclusive remedy, AGL shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 10.1, provided that the Customer:
10.3.1.
serves a written notice on AGL not later than 5 Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
10.3.2.
such notice specifies that some or all of the Deliverables do not comply with clause 10.1 and identifying in sufficient detail the nature and extent of the defects; and
10.3.3.
gives AGL a reasonable opportunity to examine the claim of the defective Deliverables.
10.4.
The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.
10.5.
AGL shall not be liable for any delay in or failure of performance caused by:
10.5.1.
the Customer’s failure to make the Location available during normal business hours;
10.5.2.
the Customer’s failure to provide AGL with adequate instructions for performance or delivery; or
10.5.3.
Force Majeure.
10.6.
Except as set out in this clause 10:
10.6.1.
AGL gives no warranty and makes no representations in relation to the Deliverables; and
10.6.2.
shall have no liability for their failure to comply with the warranty in clause 10.1,
10.6.3.
and all warranties and conditions, whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
11. Anti-bribery
11.1.
For the purposes of this clause 11 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 in U.K., Anti-Corruption Act, the Chapter of dereliction of duty in Criminal Code of Taiwan and all Applicable Laws in connection with bribery or anti-corruption or guidance published under it.
11.2.
Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
11.2.1.
all of that party’s personnel;
11.2.2.
all others associated with that party; and
11.2.3.
all of that party’s subcontractors;
involved in performing the Contract so comply.
11.3.
Without limitation to clause 11.2, neither party shall make or receive any bribe or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
11.4.
The Customer shall immediately notify AGL as soon as it becomes aware of a breach by the Customer of any of the requirements in this clause 11.
12. Anti-slavery
12.1.
AGL shall comply with the Modern Slavery Act 2015 in U.K., Article 296 in Criminal Code of Taiwan, Human Trafficking Prevention Act inTaiwan (hereinafter referred to as “Anti-slavery Law”).
12.2.
The Customer confirms and agrees that:
12.2.1.
neither the Customer nor any of its officers, employees, agents or subcontractors has:
(a) committed an offence under Anti-slavery law; or
(b) been notified that it is subject to an investigation relating to an alleged MSA offence or prosecution under the Anti-slavery Law; or
(c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Anti-slavery Law;
12.2.2.
it shall comply with the Anti-slavery Law; and
12.2.3.
it has implemented due diligence procedures to ensure compliance with the Anti-slavery Law in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to AGL on request at any time throughout the Contract.
12.3.
The Customer shall notify AGL immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 12.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
13. Indemnity and Insurance
13.1.
The Customer shall indemnify, and keep indemnified, AGL from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by AGL as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
13.2.
The Customer shall have in place contracts of insurance with reputable insurers to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
14. Limitation of Liability
14.1.
The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.
14.2.
Subject to clause 14.5, AGL’s total liability shall not exceed an amount equal to the price of the Goods and/or Services supplied under the Contract.
14.3.
Subject to clause 14.5, AGL shall not be liable for consequential, indirect or special losses.
14.4.
Subject to clause 14.5, AGL shall not be liable for any of the following (whether direct or indirect):
14.4.1.
loss of profit;
14.4.2.
loss or corruption of data;
14.4.3.
loss of use;
14.4.4.
loss of production;
14.4.5.
loss of contract;
14.4.6.
loss of opportunity; or
14.4.7.
harm to reputation or loss of goodwill.
14.5.
Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
14.5.1.
death or personal injury caused by negligence;
14.5.2.
fraud or fraudulent misrepresentation; or
14.5.3.
any other losses which cannot be excluded or limited by Applicable Law.
15. Intellectual Property (IP)
15.1.
All Intellectual Property Rights in or arising out of or in connection with the Goods and Services shall be owned by AGL or Nonacus, except as stated explicitly to the contrary and subject to the following:
15.1.1.
Where AGL personnel are involved in the creation and/or optimisation of any Custom Deliverables, the IP of the Custom Deliverables shall be owned by AGL;
15.1.2.
Where the Customer orders Custom Deliverables without involving AGL personnel in the creation and/or optimisation, such IP of the Custom Deliverables shall be owned by the Customer with the exception of any Intellectual Property Rights in and to the (sequencing) technology used by AGL to provide the Services which shall vest in AGL.
15.2.
Except as otherwise provided, this Contract does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Deliverables.
15.3.
The Customer shall indemnify AGL against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by AGL in connection with any claim made against AGL for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with any instructions given to AGL by or on behalf of the Customer. This clause 15.3 shall survive termination of the Contract.
15.4.
To the extent that any Custom Deliverables are owned by the Customer, AGL agrees to treat such Custom Deliverables as Confidential Information of the Customer and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
15.4.1.
any information which was in the public domain at the date of the Contract;
15.4.2.
any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
15.4.3.
any information which is independently developed by AGL without using information supplied by the Customer; or
15.4.4.
any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
15.5.
Individuals other than the Customer will not be permitted to access or order any Custom Deliverables except with express written permission granted by the Customer owning that Custom Deliverable.
16. Confidentiality and Announcements
16.1.
The Customer shall keep confidential all Confidential Information of AGL and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
16.1.1.
any information which was in the public domain at the date of the Contract;
16.1.2.
any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
16.1.3.
any information which is independently developed by the Customer without using information supplied by AGL; or
16.1.4.
any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
16.2.
This clause shall remain in force for a period of 5 years from the date of the Contract.
16.3.
To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any provisions of clause 16.
17. Processing of Customer Personal Data
17.1.
The parties agree that the Customer is a Controller and that AGL is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to AGL in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.
17.2.
AGL shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
17.3.
AGL shall only process (and shall ensure AGL personnel only process) the Protected Data in accordance with the Contract (including when making any transfer to which clause 17.9 relates), except to the extent:
(a) that alternative processing instructions are agreed between the parties in writing; or
(b) otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest).
17.4.
Taking into account the state of technical development and the nature of processing, AGL shall implement and maintain technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
17.5.
17.5.2.
prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause.
AGL shall:
17.5.1.
not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorization of the Customer; and
17.6.
The Customer hereby authorizes the appointment of Sub-Processors.
17.7.
AGL shall (at the Customer’s cost):
17.7.1.
assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to AGL; and
17.7.2.
taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
17.8.
AGL shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom without the prior written authorisation of the Customer.
17.9.
AGL shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate AGL’s compliance with the obligations placed on it under this clause and to demonstrate compliance with the obligations on each party imposed by the Data Protection Laws, and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of 1 audit request in any 12 month period).
17.10.
On completion of the processing under this Contract, at the Customer’s cost and option, AGL shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires AGL to store such Protected Data. This clause shall survive termination or expiry of the Contract.
17.11.
In the general sales (purchase) relationship between AGL and the Customer (including custom-made products), unless the customer has special needs, the customer clearly understands that AGL only provides other products based on the customer’s needs, the required kit, panel or the use of GALEAS software services are provided itself. For any purpose, the customer uses AGL’s kits (products) as a carrier (specimen) to collect any third-party’s biological information or other personal data for sequencing, experiments or analysis or any processing or utilization for any purposes, is the customer’s (or a third party’s) own behavior, AGL has nothing to do with it.
18. Force Majeure
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 60 days, the party not affected may terminate the Contract by written notice to the other party.
19. Termination
19.1.
AGL may terminate the Contract at any time by giving notice in writing to the Customer if:
19.1.1.
the Customer commits a material breach of the Contract and such breach is not remediable;
19.1.2.
the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
19.1.3.
the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after AGL has given notification that the payment is overdue; or
19.1.4.
any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
19.2.
AGL may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
19.2.1.
stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
19.2.2.
the Customer has gone out of business, ceased operations, been dissolved, merged, been acquired, declared bankrupt, liquidation, reorganized, or has prepared for or is about to have a front-loading situation (risk), or AGL has reasonable grounds to believe that a front-loading situation is about to happen;
19.2.3.
is subject to any events or circumstances analogous to those in clauses 19.2.1.to 19.2.2. in any jurisdiction.
19.3.
If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle AGL to terminate the Contract under this clause 19, it shall immediately notify AGL in writing.
19.4.
Termination or expiry of the Contract shall not affect any accrued rights and liabilities of AGL at any time up to the date of termination.
20. Priority of Documents
20.1.
The Contract is made up of the following:
20.1.1.
the Conditions;
20.1.2.
Schedule(s) (if applicable);
20.1.3.
any Appendices or Annexes to the Schedule(s).
20.1.4.
to the extent applicable, the GALEAS Terms of Use as published at the time of use of the service.
20.2.
If there is any conflict or ambiguity between the terms of the documents listed in clause 20.1, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list save for the GALEAS Terms of Use which shall have priority over the Conditions.
20.3.
If there is a conflict between the terms contained in the Conditions and the terms of the Order, the terms of the Conditions shall prevail to the extent of the conflict.
21. Notices
21.1.
Any notice given by a party under these Conditions shall:
21.1.1.
be in writing and in Chinese or English;
21.1.2.
be signed by, or on behalf of, the party giving it (except for notices sent by email) and
21.1.3.
be sent to the relevant party at the address set out in the Contract.
21.2.
Notices may be given, and are deemed received:
21.2.1.
by hand: on receipt of a signature at the time of delivery;
21.2.2.
by post: The time of delivery shall be the time stated on the certificate of delivery or receipt; or
21.2.3.
by email: The delivery time is when the email is received from the correct address.
22. Entire Agreement
22.1.
The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
22.2.
Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
22.3.
Nothing in these Conditions purports to limit or exclude any liability for fraud.
23. Variation
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
24. Set Off
24.1.
AGL shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract.
24.2.
The Customer shall pay all sums that it owes to AGL under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
25. No Partnership or Agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
26. Equitable Relief
The Customer recognizes that any breach or threatened breach of the Contract may cause AGL irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to AGL, the Customer acknowledges and agrees that AGL is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
27. Severance
27.1.
If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
27.2.
If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
28. Waiver
28.1.
No failure, delay or omission by AGL in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
28.2.
No single or partial exercise of any right, power or remedy provided by law or under the Contract by AGL shall prevent any future exercise of it or the exercise of any other right, power or remedy by AGL.
29. Compliance with Law
The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
30. Costs and Expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
31. Third-party Rights
A person who is not a party to the Contract shall not have any rights to enforce any of the provisions of the Contract.
32. Governing Law and Jurisdiction
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Taiwan (R.O.C.), the parties agreed that Taiwan Taipei District Court of Taiwan shall be the jurisdictional court of first instance.