TERMS AND CONDITIONS

1. Scope of Services

1.1. R&D Contract Research Orders: We provide research and development services as agreed upon in specific work orders, including deliverables, milestones, and timelines. All R&D work is based on the proposal or statement of work (SOW) agreed upon between both parties. Any changes to the scope must be agreed upon in writing to be considered binding.

1.2. Consulting Services: We offer consulting services in synthetic biology and gene therapy, based on the agreed-upon scope, deliverables, and schedule outlined in our proposal or contract.

1.3. Training Courses: We provide training courses in genomics and gene therapy, either online or on-site. Course content, schedules, and fees are specified in the course registration details and on our website at vectorfutures.co.uk.

1.4. Contract Services: We engage with clients for specialized contract work, including but not limited to technology validation studies and process development for synthetic biologics and gene therapies. All contract work is subject to specific agreements detailing scope, timelines, and payment terms.

 

2. Fees and Payment Terms

2.1. Fees: All fees for services are set out in the relevant proposal, work order, or registration form. Fees are exclusive of VAT and any other applicable taxes unless otherwise stated.

2.2. Payment Terms: Payment is due within 30 days of receipt of our invoice unless otherwise agreed in writing. Any invoice disputes must be raised within 10 days of receipt.

2.3. Late Payments: We reserve the right to charge interest on overdue payments at 2% per month above the Bank of England’s base rate, starting from the due date until the payment is received in full. Upfront payments may be required for high-value or long-term projects.

 

3. Delivery and Performance

3.1. Delivery of Services: We will make every effort to deliver services per the agreed timelines. Delivery dates are estimates only, and we shall not be liable for delays caused by circumstances beyond our control, including delays caused by the client’s failure to provide necessary information or feedback.

3.2. Client Responsibilities: The Client agrees to provide all required information, materials, and cooperation necessary for us to perform services. Delays caused by the Client may result in rescheduled timelines, and we shall not be liable for such delays.

 

4. Intellectual Property Rights

4.1. Background IP: Each party retains ownership of all intellectual property that existed prior to the commencement of the project or developed outside the scope of the project ("Background IP"). Nothing in this Agreement transfers ownership of Background IP between the parties.

4.2. Arising IP for Product Validation Studies: For product validation studies and material supply, all data and results generated will be owned by the Client, unless otherwise agreed in writing.

4.3. Arising IP for Product Development and Discovery Projects: For product development and discovery projects, the ownership of any intellectual property ("Arising IP") created during the project will be determined according to the specific terms outlined in the agreement or work order. Ownership may be jointly shared, retained by Vector Futures Ltd, or transferred to the Client, depending on the contributions and agreed terms. Any variations in ownership must be agreed upon in writing.

4.4. Licenses: Where Vector Futures Ltd retains ownership of Arising IP, the Client may be granted a license to use the IP for specified purposes, as detailed in the relevant agreement or work order.

 

5. Confidentiality

5.1. Confidential Information: Both parties agree to treat all information disclosed by the other party as confidential unless such information is publicly available or disclosed under legal obligation. Confidentiality obligations extend for a period of 3 years after the completion of the project unless otherwise specified.

5.2. Non-Disclosure Agreement (NDA): If necessary, a separate Non-Disclosure Agreement may be signed to protect confidential information further.

 

6. Limitation of Liability

6.1. Limitation: To the fullest extent permitted by law, our total liability for any claims arising from this Agreement, whether in contract, tort, or otherwise, shall be limited to the fees paid by the Client for the services. We are not liable for any data loss due to technical issues unless otherwise agreed in writing.

6.2. Exclusion: We are not liable for any indirect, special, consequential, or punitive damages, including loss of profits, business, or data, even if we have been advised of the possibility of such damages.

 

7. Termination

7.1. Termination by Client: The Client may terminate the Agreement by providing 30 days' written notice.

7.2. Termination by Us: We may terminate the Agreement if the Client fails to make payments when due or breaches any material term of this Agreement.

7.3. Consequences of Termination: Upon termination, the Client remains liable for any fees incurred up to the termination date. Any unused materials or data must be returned to Vector Futures Ltd upon termination. All unpaid fees will become immediately due and payable.

 

8. Governing Law and Jurisdiction

8.1. Governing Law: This Agreement is governed by and construed under the laws of England and Wales.

8.2. Jurisdiction: Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

 

9. General

9.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or understandings, whether written or oral.

9.2. Amendments: No amendment to this Agreement shall be valid unless made in writing and signed by both parties.

9.3. Force Majeure: Neither party shall be liable for any failure or delay in performing their obligations due to circumstances beyond their control, including natural disasters, war, or pandemics.

 

10. Synthetic Biology Orders

10.1. Pricing: Pricing pertains solely to the specific sequences as originally ordered. Vector Futures Ltd reserves the right to adjust the price if the customer alters the sequence after the order.

10.2. Assembly and Quality Control: In cases of partial product delivery, Vector Futures Ltd may offer a "best effort" product at a reduced fee. The customer agrees to accept the product with incomplete Quality Control (QC) and remains responsible for the full cost of the order.

10.3. Turn-Around Time (TAT): All TAT estimates are non-binding and for informational purposes. Delays do not absolve the customer from paying the full invoice.

10.4. Order Cancellation and Price Changes: Vector Futures Ltd reserves the right to cancel any order at any time. Cancellations or price changes will be communicated to the customer.

10.5. Product Warranty: Products meet specified identity, purity, and yield when measured under standard laboratory conditions. Remedies for any failure to meet specifications are limited to product replacement.

 

11. Usage

11.1. Research-Only Use: Vector Futures Ltd products are for research purposes only. Any non-research use requires a specific written agreement. The Client is responsible for securing necessary licenses or approvals for non-research applications and agrees to indemnify Vector Futures Ltd for damages arising from unauthorized use.

11.2. Use Restrictions: Customers may not sequence, reverse engineer, disassemble, decompile, or analyze products for publication or disclosure without written permission.

11.3. Use of Name and Logo: Use of Vector Futures Ltd’s name, logo, or trademarks requires prior written consent.