QIMA LIFE SCIENCES TERMS AND CONDITIONS

These Terms and Conditions (hereinafter referred to as “T&C“) govern all services provided by QIMA Life Sciences entities (collectively referred to as “QIMA LS” or “QIMA Life Sciences”) to any of their Clients as identified in the applicable Work Order, Quotation or invoice, and shall prevail over any purchase terms and conditions, except if agreed in writing otherwise by QIMA Life Sciences and the Client.

Both the Client and the QIMA Life Sciences entity shall each be referred to as a “Party” and collectively as the “Parties” throughout these T&C.

The following entities are encompassed under QIMA Life Sciences:

  1. QIMA Bioalternatives SAS, hereinafter referred to as “QIMA Bioalternatives”, a research laboratory specializing in cellular and molecular pharmacology and analytical chemistry. Incorporated in France, with its registered office at 1 Bis Rue des Plantes – CS 50011 – 86160, Gençay, France.
  2. QIMA Newtone SAS, hereinafter referred to as “QIMA Newtone”, specializing in image processing for clinical evaluation and data analysis related to product efficacy and dermatological research and innovative instrumental solutions and image capture devices for skin and hair evaluation. Incorporated in France, with its registered office at 13 Bis, Place Jules Ferry, 69006, Lyon, France.
  3. QIMA Monasterium GmbH, hereinafter referred to as “QIMA Monasterium”, specializing in conducting pre-clinical and clinical studies for testing pharmaceutical, cosmetic, and nutraceutical products, with a focus on hair and skin research. Incorporated in Germany, with its registered office at Nano-Bioanalytik Zentrum, Mendelstrasse 17, D-48149 Münster, Germany.

The Client hereby understands and agrees that any services performed under these T&C can be provided by one or all entities as detailed in the applicable Work Order or Quotation signed with the Client.

The specific conditions applicable to each QIMA Life Sciences entity providing services to the Client will be detailed in the respective Annexes to these T&C. These Annexes form an integral part of the T&C and outline the particular terms and obligations relevant to the services offered by each entity.

  1. DEFINITIONS
  2. SERVICES PROVISION BY QIMA LIFE SCIENCES
  3. RESPECTIVE OBLIGATIONS
  4. INTELLECTUAL PROPERTY
  5. CONFIDENTIALITY
  6. LIABILITY
  7. PAYMENTS
  8. FORCE MAJEURE
  9. PUBLICATIONS
  10. DATA PROTECTION
  11. WARRANTIES
  12. MISCELLANEOUS
  13. APPLICABLE LAW AND JURISDICTION

ANNEX A – QIMA BIOALTERNATIVES SPECIFIC CONDITIONS

ANNEX B – QIMA NEWTONE SPECIFIC CONDITIONS

ANNEX C – QIMA MONASTERIUM SPECIFIC CONDITIONS

1. DEFINITION

For the purposes of these T&C the following terms shall have the meanings set forth below:

1.1. “Applicable Law” refers to the laws and regulations of the country in which the QIMA Life Sciences entity providing the service is incorporated and operates. The Applicable Law governs these T&C and any disputes arising hereunder will be adjudicated in accordance with such laws, without giving effect to any choice or conflict of law provision or rule.

1.2. “Confidential Information” refers to any type of information that is made accessible, which is exchanged between the Parties described in these T&C as part of collaboration that is not generally known to the public and/or that has commercial value to the owner of the information due to being unknown to the public, or because the owner has a legitimate interest in not disclosing it, including but not limited to any product, its physicochemical characteristics, the production, modification, especially any and all scientific, technical and economic data and information, formulations, manufacturing processes, clinical and non-clinical data, documents and regulatory filings, responses from health authorities, and relevant other correspondence etc.

1.3. “Consent” means according to the Regulation (EU) 2016/679 (General Data Protection Regulation – “GDPR”) the informed and voluntary permission given by individuals for the collection and processing of their personal data.

1.4. “Data Controller” shall refer to the QIMA LS client who determines the purposes and means of processing personal data.

1.5. “Equipment” includes, but is not limited to, cameras, image capture devices, analytical instruments, computers, and any other tangible or intangible assets necessary for the execution of the services specified in the Work Order or Quotation.

1.6. “Intellectual Property” refers to all rights and interests arising from creations of the mind recognized under law, including but not limited to inventions, processes, know-how, trade secrets, patents, patent applications, utility models, copyrights, trademarks, improvements, and other assets, including but not limited to the procedures and techniques, computer technical expertise, and software, whether or not such are registered or capable of registration. The term “Intellectual Property” also encompasses any new and useful process, machine, composition of matter, life form, article of manufacture, software, copyrighted work, or tangible research property, whether patentable or not.

1.7. “QIMA LS Intellectual Property” refers to the totality of Intellectual Property rights, both registered and unregistered, legally possessed or controlled by QIMA LS before the start of the Study or developed during the period where the services pursuant to the T&Cs were executed by QIMA LS, including but not limited to the procedures and techniques, computer technical expertise and software, whether or not such are registered or capable of registration which have been independently developed by QIMA LS that is not related to Client material such as positive control, vehicle, results and related substances which are a fundamental part of QIMA LS’s way of presenting its services and to which no specific input was received from Client associated personnel facilitating this discovery is and remains the sole intellectual property of QIMA LS. Further, any rights relating to the application, registration, perfection, or protection of these Intellectual Property are also encompassed within this definition.

1.8. “Postponement or Termination Fee” refers to a pre-determined amount payable by the Client to QIMA Life Sciences in the event of a delay in the commencement or the premature termination of the Study as outlined in Section 7.2. This fee compensates for the potential lost income, allocated time, and resources that were dedicated to the Study.

1.9. “Publications” shall refer to any written, printed, electronic, or digital disclosure, release, or dissemination of information, findings, results, or data arising from the Studies conducted under these T&Cs. This includes but is not limited to articles, reports, presentations, press releases, white papers, and digital content published on websites or social media platforms.

1.10. “Pseudonymization” refers to the process of transforming personal data to make it partially anonymous by dissociating it from the individual’s identity, enhancing privacy protection.

1.11. “Report” refers to the comprehensive document or set of documents including results provided by QIMA LS to the Client during the execution of the Study (interim report) and/or upon the final completion of a Study. The final Report includes an executive summary, background, aim of the study, material and methods, detailed results including statistical analysis, conclusions and discussion, suggested next steps, and any other relevant information generated from the conducted Study. Receipt of final Report signifies the completion of the tasks outlined in the Work-Order or Quotation.

1.12. “Results Intellectual Property” refers to the Intellectual Property rights derived solely from the results of the Studies conducted by QIMA LS under these T&Cs.

1.13. “Samples” refer to any and all forms of tangible or physical specimens, objects, materials, or substances that are pertinent to the Studies conducted by QIMA Bioalternatives or QIMA Monasterium.

1.14. “Study (or Studies)” refers to the services performed or conducted by QIMA LS as agreed with the Client. Each Study is detailed on its applicable Work-Order or Quotation, and may include various tasks such as research, development, testing, analysis, or reporting, as specified by the Client and agreed upon by QIMA LS.

1.15. “Work-Order or Quotation” refers to a formal document which specifies a set of tasks or services to be performed by QIMA LS. This includes, but is not limited to, research, development, testing, analysis, or reporting as agreed between the Client and QIMA LS.

2. SERVICES PROVISION BY QIMA LIFE SCIENCES

2.1. These T&C regulate the provision of services by one or more QIMA LS entities to the Client for the performance of Studies, as detailed on the applicable Work-Order or Quotation mutually agreed by both Parties. The specific objectives of each Study will be clearly defined in the respective Work Order or Quotation.

    • Any of the QIMA LS services provided under these T&C may be performed by any of the QIMA LS entities listed in the preamble. The specific QIMA LS entity responsible for performing each service will be identified in the applicable Work Order signed with the Client.

2.2. QIMA LS expressly reserves the right, at its sole discretion, to accept or decline any request for services under a specific Work-Order or Quotation. QIMA LS is not obligated to accept, nor can it be held liable for declining, any request for services that: (i) falls outside its scope of activity or specialization; and/or (ii) requires QIMA LS to obtain special permissions to operate (e.g., governmental approvals); and/or (iii) for any other reasons QIMA LS may deem appropriate.

2.3. If the Client requests for changes to the services as determined by the Work Order or Quotation, QIMA LS shall inform the Client of any potential additional charges before implementing the changes. Written confirmation from QIMA LS will be required before proceeding with the changes, if applicable.

    • Any reasonable changes requests to be performed only on the Report, that require four (4) or less additional hours of work by QIMA LS, will not be subject to extra charges. The payment of the applicable invoice due after the final Report should not be delayed due to requested changes to the Report.

2.4. Upon delivery of the final Report, the service provision shall be deemed as successfully completed in compliance with the applicable Work-Order or Quotation. The Client is required to execute all necessary payments as per these T&C, regardless of their subjective opinion on the service. The delivery of the final Report shall indicate the final delivery and fulfillment of the Study.

2.5. In order to ensure the validity and enforceability of this Work-Order or Quotation, it is hereby explicitly stated that no oral agreement or understanding, whether implied or expressed, shall have any binding effect on the Parties. Any alteration, waiver, or variation of this Work-Order or Quotation must be made in writing and agreed upon by the representatives of both Parties. This clause shall prevail over any previous or future oral agreements or understandings.

2.6. The modification of a signed Work-Order or Quotation can only be done through a written request, which can be proposed by either Party. Except if QIMA LS suggests changes to the Work-Order or Quotation due to proven technical reasons, in this case, the Client must respond in writing within ten (10) working days. If no response is received, the Work-Order or Quotation modification will be deemed accepted with no changes to the payment outlined in the Work-Order or Quotation.

2.7. QIMA LS shall not be liable for a non-compliance with the time schedule determined on the Work-Order or Quotation, and it shall not be considered as a breach of the Agreement, in the following circumstances:

    • Force majeure event as defined in these T&C including a modification in the regulations and/or laws applicable to scientific Studies.
    • Delay or a lack of information or decision from the Client following QIMA LS ‘s request to the Client.

2.8. In the event that any of the circumstances listed in Section 2.7 above render the continuation of the Study impossible, QIMA LS shall be entitled to receive from the Client the agreed-upon amounts specified in the Work Order or Quotation.

3. RESPECTIVE OBLIGATIONS

3.1. QIMA LS as the service provider shall:

    • perform its services in a proper and professional way according to the state-of-the-art of science and technology and due to the regulations and guidelines of the particular Work-Order or Quotation. The specific methodology to be used for each Study will be detailed in the respective Work-Order or Quotation, including but not limited to research design, data collection methods, analytical techniques, and quality control procedures.
    • entrust only adequately trained members of its staff with the performance of the Study. QIMA LS hereby represents that its employees have the necessary skills, expertise, experience, capacity and resources to perform the Studies.
    • obtain the approval of the ethics committee to use human samples, when applicable to the Study in question.

3.2. The client shall

    • ensure that timely payments are made to QIMA LS as agreed in the applicable Work-Order or Quotation.
    • if applicable, provide all necessary materials required for the Study to QIMA LS within a maximum period of two (2) to four (4) weeks from the date specified in the Work-Order or Quotation. If the Client fails to deliver the materials within this timeframe, QIMA LS reserves the right to adjust the timeline and pricing of the Study accordingly.
    • ensure that its internal decision-making does not unduly delay the Study or any milestone of the Study.
    • fully and timely cooperate with QIMA LS and any third parties involved in completing the Services outlined in the Work-Order or Quotation. This cooperation includes providing all necessary information and documentation on previous design phases and projects, as well as any other information and documents deemed necessary for the performance of the Study. The Client acknowledges that QIMA LS cannot be held responsible for any delays in the completion of the Study due to occurrences outside of its control as provided in Section
    • provide, if applicable, a completed Material Safety Data Sheet (“MSDS”) for each hazardous specimen provided under an agreed Work Order or Quotation. This includes hazardous substances that are not directly included in the T&C. The provision of the MSDS must be in accordance with the requirements of the Applicable Law and regulations in which the Study will take place. The MSDS for each must be sent to QIMA LS before the initiation of the Study.
    • make all necessary arrangements for the completion of the Study, including but not limited to providing access to facilities and equipment required for the experiments and procedures.
    • provide timely feedback and responses to QIMA LS’s requests for information and documentation as needed for the completion of the Studies.
    • ensure that all necessary approvals (including, but not limited to the approval of the ethics committee or similar in their respective country) and authorizations are obtained from relevant authorities before beginning the Study, if needed.

3.3. Both Parties shall follow the respective guidelines, laws, and regulations in relation to the performance of the Studies, provided that each Party is aware of the approval of the ethics committee or similar in their respective country.

4. INTELLECTUAL PROPERTY

4.1. The Client acknowledges that QIMA LS Intellectual Property is a direct result of QIMA LS’s specialized knowledge and skills, exclusively owned and developed by QIMA LS prior to or during the execution of these T&Cs The Client and QIMA LS agree that any QIMA LS Intellectual Property thereto which is used, improved, modified or developed by QIMA LS under the terms of these T&Cs is the product of QIMA LS’s technical expertise possessed and developed by QIMA LS prior to or during the performance of these T&Cs and therefore the sole and exclusive property of QIMA LS. The Client hereby obtains a non-exclusive, royalty-free and worldwide right and license to QIMA LS Intellectual Property and improvements thereto solely in as far and to the extent necessary for the Client to use the results, data, and all other work product of the Study performed by QIMA LS under these T&Cs.

4.2. Upon full payment of the amounts described in the applicable Work-Order or Quotation, the Client shall be entitled of the Results Intellectual Property, including those developments in the Study related to the material provided by the Client as specified by the parties in the applicable Work-Order or Quotation. For the avoidance of doubt, elements such as positive controls, vehicles, results, and related substances, which are integral to QIMA LS’s method of delivering its services and have been developed without any specific contribution from the Client’s personnel, are and will remain as QIMA LS Intellectual Property. The Client shall bear all costs associated with filing and/or registering these Intellectual Property rights and QIMA LS may assist the Client in pursuing any patent applications or registrations as needed, at the Client’s expense. QIMA LS will provide all necessary instruments for making, filing, and pursuing such applications, including divisions, continuations-in-part, and reissues, if applicable. Under no circumstances the Results Intellectual Property will encompass or include any of QIMA LS’s Intellectual Property.

4.3. Both Parties shall take all reasonable measures to protect and preserve the confidentiality and proprietary nature of the Intellectual Property disclosed under these T&Cs. Each Party shall not reproduce, distribute, or disclose any Intellectual Property without the prior written consent of the other Party.

4.4. The Client shall promptly notify QIMA LS of any suspected or actual infringement or unauthorized use of the QIMA LS Intellectual Property and shall cooperate with QIMA LS in any enforcement actions or proceedings.

4.5. Both Parties agree that nothing in these T&Cs or in any Work-Order or Quotation is intended to grant to either Party any Intellectual Property rights of the other Party. QIMA LS will have no right to publish any Confidential Information relating to or in connection with Client material or Samples under any Work-order or Quotation unless the Parties agree to in writing.

4.6. The obligations and rights of the Parties under this Intellectual Property clause shall survive the termination or expiration of any applicable Work-Order or Quotation.

5. CONFIDENTIALITY

5.1. Each Party agrees to treat any Confidential Information communicated by the other Party or obtained during the performance of these T&Cs as strictly confidential. The Parties shall not disclose such Confidential Information to any third party or use it for any purpose other than the performance of these T&Cs, without the prior written approval of the disclosing Party.

5.2. Both Parties further agree that all representatives and employees involved in the performance of these T&Cs shall be bound by the obligations of confidentiality set forth herein.

5.3. Such obligations of secrecy shall not apply to Confidential information which:

    • were disclosed to the receiving Party and the receiving Party can prove that it was already aware of it before disclosure;
    • are made known to the public or made generally accessible after disclosure without input or fault of the receiving Party;
    • was approved for release by the disclosing Party; or
    • has to be made known to the responsible authorities due to a legal and or ethical obligation. The disclosure shall be restricted to the necessary of the confidential information and shall be designated by the receiving Party as confidential by a “secret” or “confidential” label whereas the receiving Party shall, to the extent legally permissible, promptly notify disclosing Party of such required disclosure, shall disclose only such Confidential information as is required and shall take all reasonable steps to protect the confidentiality of such disclosed information.

5.4. Each Party acknowledges that any breach of this confidentiality provision may cause irreparable harm to the other Party, and that monetary damages may not be a sufficient remedy. Therefore, in the event of a breach or threatened breach of this confidentiality provision, the non-breaching Party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity.

5.5. The obligations of secrecy set forth herein shall survive the expiration or termination of these T&Cs. The obligations of secrecy hereunder shall survive and continue in effect with respect to any Confidential Information that is a trade secret under Applicable Law.

6. LIABILITY

6.1. Notwithstanding any provision to the contrary in these T&C, the total liability of QIMA LS and its entities to the Client for all claims arising out of or relating to the performance or breach of these T&C shall not exceed 50% (fifty per cent) of the total cost paid by the Client for the Study that gave rise to the claim. This limitation of liability is cumulative and not per incident.

6.2. In no event whatsoever will neither Party be held liable for any consequential or special damages lost profits or indirect, incidental, consequential or special damages in connection with or arising out of the Studies provided hereunder, including without limitation loss of or damage to property, loss of income, profit or use, or claims or demands made against the other Party or any other person by any third party in connection with or arising out of the services provided hereunder.

6.3. The limitation of liability provided in Section 6.1 does not apply:

    • for death or injury to persons, or
    • if the defaulting Party acts with gross negligence or with willful misconduct, or
    • to the extent liability for the damage event cannot be limited as per Applicable Laws or regulations.

6.4. In the event that the Client provides QIMA LS with false or incomplete information, QIMA LS will not be held liable for any consequences, damages or losses incurred due such information provided by the Client. If QIMA LS discovers any false information provided by the Client, they reserve the right to terminate their services and take appropriate legal actions. QIMA LS is not responsible for verifying the accuracy or authenticity of any information provided by the Client. The Client acknowledges and agrees that any false or illegal information provided may result in legal consequences and will hold QIMA LS harmless for any such consequences.

6.5. QIMA LS shall not be held accountable, responsible, or liable for any decisions, actions, results, or consequences arising from business decisions made by the Client that are based on, influenced by, or resulting from the findings, outcomes or results of the Studies. This includes, but is not limited to, any gains, losses, damages, claims, costs, or liabilities that the Client may experience as a result of these business decisions. The Client acknowledges and agrees that the responsibility and risk for all business decisions remain solely with the Client, regardless of the use of the Studies provided by QIMA LS under these T&Cs.

6.6. Any and all claims pertaining to the T&Cs or relevant Work-Order or Quotation must be submitted within one (1) month of the completion of the Studies or termination of the Work-Order or Quotation. After this period, any claims will be considered void and unable to be pursued.

7. PAYMENTS

7.1. For the performance of its services as set forth in these T&Cs, QIMA LS shall be paid by the Client for the amount and schedule defined in the Work-Order or Quotation. Unless otherwise indicated in the Work-Order or Quotation, Payments shall be made in EUR (Euros) or in USD (United States Dollars), within thirty (30) days of receiving an invoice from QIMA LS, through a bank deposit in QIMA LS’s accounts as detailed on the corresponding invoice.

    • QIMA LS is entitled, at its sole discretion, to request full payment of the agreed amounts upfront before commencing any services under the applicable Work-Order or Quotation. This upfront payment shall be made by the Client upon QIMA LS’s request and receipt of an invoice specifying the total amount due for the services to be provided. Any upfront payment shall be non-refundable.
    • The Client is responsible for paying QIMA LS the agreed amounts without any deductions or withholdings for taxes, duties, levies, or other charges imposed by governmental authorities in their country or under any applicable treaty. The Client must also bear any and all taxes and associated bank fees or other transactional charges. If required by the Applicable Law to withhold any taxes, the Client must ensure that QIMA LS receives the full agreed amount net of any such deductions. Payment must be made by the due date stated on the invoice. Late payment will result in an interest charge of 1.5% per month or any portion thereof.

7.2. In the event of any delays or temporary suspension of the Studies, motivated exclusively by the Client, QIMA LS is fully entitled to receive the Postponement or Termination Fee described below.

    • In the event of a delay or suspension of the services as outlined in Section 7.2, it is hereby expressly agreed that any upfront payment made by the Client, as per the terms of the applicable Work-Order or Quotation, shall not be subject to refund.
    • The Postponement or Termination Fee will be calculated as a percentage of the total amount described in the Work-Order or Quotation, that will depend on the number of weeks the Client notified QIMA LS of its decision to postpone or terminate the Study, considering:
      • If the postponement or termination occurs before the Studies have started, the fee is based on the number of weeks’ notice provided before the planned start date; or
      • If the postponement or termination occurs after the Studies have started, the fee is based on the number of weeks’ notice given before the planned termination date. Additionally, this fee will be added to the amount already spent on the Study up to the point QIMA LS receive such notification from the Client.
Postponement or Termination Fee
Client Notice Period Fee
(based on the total amount of the agreed service fees for such Study)
 8 weeks or more 10%
between 4 to 8 weeks 20%
between 1 to 4 weeks 35%
less than 1 week 60%

7.3. In case of termination request, the Client acknowledges that the upfront payment will not be refunded, as described on Section 7.1.1. If the value of the work completed up until the time that QIMA LS received such notification exceeds the upfront payment, the Client will be responsible for paying the additional amount that exceeded the upfront payment, alongside with the Fee described above. QIMA LS shall provide the Client with a detailed, itemized invoice including the Postponement or Termination fee, which must be paid by the Client upon the period detailed on the invoice.

7.4. QIMA LS services fees may be adjusted at any time respecting the commitments assumed in any existing Work Order or Quotation, and price changes can only occur in the event of delays as described in Section 2.3.

8. FORCE MAJEURE

8.1. If either Party is unable to perform its obligations under these T&Cs due to a proven force majeure event, such as fires, floods, strikes, lockouts, human epidemics, or any other causes beyond the control of the Parties, the affected Party’s obligations shall be suspended for the duration of the force majeure event. The affected Party shall promptly notify the other Party of the occurrence of such an event. The Parties shall make reasonable efforts to mitigate the effects of the force majeure event and resume performance of their obligations as soon as reasonably possible.

8.2. If the force majeure event continues for a period of ninety (90) days from the date of notice given by the affected Party, either Party may terminate these T&Cs by providing written notice to the other Party. In such case, neither Party shall be liable to the other Party for any damages or losses arising from the termination of these T&Cs due to the force majeure event.

9. PUBLICATIONS

9.1. If Client intends to publish results that may arise from the Studies, Client shall welcome drafts and/or comments from QIMA LS regarding such Publication. QIMA LS shall indicate a selection of employees that should be included in the author list and Client shall include a statement that creation of the data was performed by QIMA LS. After receiving the proposed Publications from Client, QIMA LS has at least forty-five (45) days to provide comments or corrections.

9.2.If Client does not intend to publish the results that may arise from the Studies, up to three (3) years after termination of the service, QIMA LS may submit to Client proposed publications (including, but not limited to, manuscripts, abstracts, posters or oral presentations) not less than sixty (60) days in advance for approval by Client. If requested by Client, QIMA LS agrees to delay submission or disclosure of the publication to allow Client to file a patent to protect it under know-how or such other measures as Client or its designee deems appropriate to establish and preserve Client’s Intellectual Property rights. Such delay will continue until the confirmation of patent protection, Client’s decision of disclosing the know-how or until any such other measures have been secured by Client and confirmed in writing by Client.

9.3. If Client requests that QIMA LS delete any Confidential Information from the proposed Publication, QIMA LS will cooperate to modify the proposed Publication by deleting the Confidential Information. In addition, QIMA LS agrees that all reasonable comments made by Client to a proposed Publication will be incorporated into such Publication. Client may indicate a selection of employees that should be included in the author list and QIMA LS shall include such authors and include a statement that creation of the results was supported by Client. The Parties agree that any proposed publication must be published in accordance with Good Publication Practices.

9.4.Client shall include a statement acknowledging that the data was generated at QIMA LS in any internal or external presentation of the data generated within these T&Cs. Neither Party shall disclose the other Party’s name, logo or trade names to any third Party that is not part of these T&Cs, especially, but not limited to, in any Publication, publicity, advertisement or announcement, without prior written approval of the other Party. Nevertheless, QIMA LS’s logo shall be shown on all internal and external presentations and Publications of the Client that refers to the Study subject of these T&Cs.

10. DATA PROTECTION

10.1. The Client acknowledges that for the services performance, QIMA LS may process personal data. Both Parties agree to process such data solely for the purpose of complying with the obligations arising from these T&Cs and in accordance with the data controller’s instruction within the meaning of European Regulation 2016/679 (GDPR) or as otherwise required by Applicable Law or court order.

10.2. The Parties shall mutually assist each other in complying with their data protection obligations. Each Party shall use appropriate electronic, physical, and other safeguards to ensure the security and confidentiality of the personal data and take reasonable steps to ensure the reliability of personnel with access to such data.

10.3. Each Party may use processors or sub-processors in your data processing activities. In such cases, each Party shall be responsible and liable for the performance of its sub-processors and ensure that agreements with sub-processors impose data processing terms that provide an equivalent level of protection as provided in these T&Cs.

10.4. Each Party shall comply with all legal requirements for reporting, investigating, and remedying any unauthorized access, use, disclosure, alteration, or destruction of personal data and/or sensitive personal data within their possession or control. Furthermore, each Party will notify the other within twenty-four (24) hours of becoming aware of any breach event and cooperate fully in mitigating the harm and preventing further violations.

10.5. Neither Party will transfer personal data to a third country or international organization without ensuring an adequate level of data protection, as defined by the GDPR or other Applicable Laws. This includes having legally valid mechanisms for such transfer and immediately notifying the other Party in writing.

10.6. Each Party shall maintain a comprehensive and up to date record of all processing activities involving personal data and sensitive personal data, including the purposes of processing, categories of data processed, and any third parties involved.

10.7. Both Parties shall respond promptly, and in any case not later than one month after the data subject’s request, to exercise data subjects’ rights in accordance with GDPR.

10.8. QIMA LS will retain personal data for the duration necessary to achieve the purposes[1] up to 10 (ten) years for which they were collected, or in accordance with the provisions agreed upon with the Client, that acts as a Data Controller.

  • The Data Controller may request the destruction or return of the data before the end of this 10-year period. In the absence of contrary instructions, the data will be retained for the legal duration of ten (10) years.
  • At the end of the archival period, QIMA LS undertakes, within three (3) months before the end of the archival period, to request from the Data Controller instructions on the disposition of the data, which may include:
    • Destroying all personal data.
    • Returning all personal data to the Data Controller, accompanied by the destruction of all existing copies in QIMA LS’s information systems.
    • Returning the personal data to a subcontractor designated by the Data Controller.
    • Extending the archival service for a specified duration. Any request for archiving beyond the 10-year period will be invoiced additionally.

10.8. In the absence of a response, the data will by default be destroyed. Once the data has been destroyed, QIMA LS will provide a written certificate of destruction.

11. WARRANTIES

11.1. QIMA LS does not warrant, represent or guarantee the technical or commercial feasibility of or availability of a suitable technical or commercial solution for the Study. QIMA LS does not assume any liability with respect to the use of, or for damages or losses resulting from the use of any information, apparatus, method or process disclosed, or if the Studies have been modified or altered without QIMA LS’s prior written consent.

11.2.The remedies of this section are exclusive and are provided in lieu of all other rights and remedies, express or implied, under any Applicable Laws and QIMA LS has not made and does not make any warranties, guarantees, representations, indemnities or the like, whether express, implied, statutory, or otherwise arising from trade usage or practice including without limitation warranties of uninterrupted or error-free operation, fitness for purpose or merchantability and any such warranties, guarantees, representations, indemnities or the like are expressly disclaimed and excluded.

12. MISCELLANEOUS

12.1. Entire T&Cs: These T&C constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written T&Cs, understandings, or representations between the Parties.

12.2. Modification: No modification, amendment, or waiver of any provision of these T&Cs shall be effective unless in writing and signed by both Parties.

12.3. Superseding Conditions: Unless as expressly provided in the Work-Order, these T&Cs supersedes the general conditions of sales of the Client and any previous T&Cs concluded by the Parties in relation to the Study conducted In case of contradiction between these T&Cs and any Work-Order or Quotation, the Work-Order or Quotation shall prevail, unless explicitly set forth otherwise in the Work-Order or Quotation.

12.4. Invalidity: The invalidity or unenforceability of any provision of these T&Cs shall not affect or limit the validity or enforceability of any other provisions hereof.

13. APPLICABLE LAW AND JURISDICTION

13.1. These T&Cs is governed by the Applicable Law. Any dispute, controversy, or claim arising out of or relating to these T&Cs, including its formation, interpretation, breach, termination, validity, or enforceability (hereinafter referred to as the “Dispute”), shall be resolved through amicable negotiations between the Parties.

13.2. If the Parties are unable to resolve the Dispute amicably within thirty (30) days from the date of written notice of the Dispute by one Party to the other Party, the Dispute shall be resolved in the court of the QIMA LS entity responsible for the largest part of the service provision.

ANNEX A – QIMA BIOALTERNATIVES SPECIFIC CONDITIONS

This Annex A is an integral part of these T&Cs between QIMA LS and the Client. It outlines the specific conditions applicable to QIMA Bioalternatives, a QIMA Life Sciences entity, when providing services to the Client.

  1. SAMPLES AND STORAGE
  • The Client acknowledges and agrees that QIMA Bioalternatives shall store Samples obtained through partnerships with hospitals, clinics, and other entities for a minimum period of ten (10) years, according to the Applicable Law. The Samples obtained through QIMA Bioalternatives partnerships belongs exclusively to QIMA Bioalternatives and in no event will be considered as part of the Results owned by the Client.
  • In some cases, QIMA Bioalternatives may conduct the Studies based on Client-provided Compounds or Samples, which in all cases will remain part of the Client’s property. The Client understands and agrees that the those shall be stored for six (6) months following the completion of the Study, unless otherwise specified in the applicable Work Order or Quotation.
  • Upon completion of the Study, any remaining archives or any other data that does not fall under items 1.1 and 1.2 above shall be either returned to the Client or disposed of in accordance with the Client’s instructions. Notwithstanding the foregoing, QIMA Bioalternatives reserves the right, at its sole discretion, to retain any necessary data for legal purposes. QIMA Bioalternatives shall bear the cost of disposing of any such retained materials.
  • The Client shall comply with all applicable regulations, including but not limited to the lawful supply, packing, labelling, declaration, and classification of the study material, in accordance with the Applicable Law and regulations of the jurisdiction in which the Study will be conducted.

ANNEX B – QIMA NEWTONE SPECIFIC CONDITIONS

This Annex B is an integral part of these T&Cs between QIMA LS and the Client. It outlines the specific conditions applicable to QIMA Newtone, a QIMA Life Sciences entity, when providing services to the Client.

  1. IMAGE ANALYSIS
  • In the performance of the Studies, QIMA Newtone will conduct image analysis based on images supplied by the Client. The analysis will culminate in comprehensive Reports delivered to the Client, which will detail the findings, interpretations, and data extracted from such images. It is expressly agreed that QIMA Newtone will retain the analysed images and the corresponding analysis results for a period of ten (10) years from the date of the Report to ensure compliance with applicable regulatory and legal requirements.
  • All images provided by the Client for the purpose of the Studies must:
  • comply with the General Data Protection Regulation (GDPR) requirements. The Client guarantees that all images will be anonymized or pseudonymized to the maximum extent possible without compromising the integrity and objectives of the Studies. The process of anonymization or pseudonymizing shall be conducted by the Client before transferring them to QIMA Newtone.
  • Be supplied in a particular format or quality, will be fully described in the applicable Work Order.
  • As Data Controller, the Client is solely responsible for obtaining the necessary consents from the volunteers for the collection and processing of their personal data, in accordance with GDPR requirements, if applicable. QIMA Newtone will not be responsible for obtaining the consents from the volunteers nor for the pseudonymization of the data provided by the Client, as Data Controller. The Client undertakes to ensure that all legal obligations regarding consent and pseudonymization are complied with before transferring the data to QIMA Newtone.
  • The applicable Work Order or Quotation will further detail the Study assumptions, quality control of images, and statistical analysis, among other details pertaining to the Study. These provisions will outline the methodologies, standards, and protocols to be adhered to during the image analysis process, ensuring that the Studies’ objectives are met with the highest degree of accuracy and reliability.
  • QIMA Newtone commits to handling, storing, and analysing the Client-supplied images with the utmost care and in strict compliance with all applicable data protection laws, including but not limited to GDPR. The security measures applied to the storage and handling of images will be designed to protect against unauthorized access, alteration, or destruction of the images and analysis results.
  1. EQUIPMENT CARE AND RESPONSIBILITY
  • QIMA Newtone services provision may include the rental Equipment provided by QIMA Newtone, under the terms of the applicable Work Order.
  • The Equipment will in all scenarios remain the property of QIMA Newtone. Upon delivery, the Client assumes full responsibility for the care, custody, and proper use of the Equipment. The Client agrees to handle the Equipment with due care and in accordance with any instructions or guidelines provided by QIMA Newtone, ensuring that the Equipment is used in a manner that is consistent with its intended use and complies with Applicable Laws and regulations.
  • The Client shall maintain the Equipment in good working condition, normal wear and tear excepted. The Client shall not make any alterations, additions, modifications, or improvements to the Equipment without the prior written consent of QIMA Newtone. All costs associated with the maintenance and repair of the Equipment, resulting from the Client’s use beyond normal wear and tear, shall be borne solely by the Client.
  • The Client shall be liable for any damage to, loss of, or any other condition rendering the Equipment unusable that occurs during the rental period, from the time of delivery to the time of return. The Client shall immediately notify QIMA Newtone of any such damage or loss. Compensation for damaged or lost Equipment will be based on the repair costs or replacement value, as determined by QIMA Newtone.
  • Upon expiration or earlier termination of the Equipment rental period specified in the Work Order, the Client shall return the Equipment to QIMA Newtone in the same condition as received, except for normal wear and tear. Failure to return the Equipment in accordance with this section will result in additional charges to the Client, up to and including the full replacement value of the Equipment.
  • The Client agrees to indemnify, defend, and hold harmless QIMA Newtone and its affiliates, officers, agents, employees, and permitted successors and assigns against any claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind or amount whatsoever, which result from or arise out of the Client’s use, misuse, or inability to use the Equipment, provided that such claim is not the result of the gross negligence or wilful misconduct of QIMA Newtone.
  1. Contact Information for the Data Protection Officer (DPO)
  • For any questions or requests related to personal data protection, you may contact our DPO at the following address: nt.ls@qima.com

ANNEX C – QIMA MONASTERIUM SPECIFIC CONDITIONS

This Annex C is an integral part of these T&Cs between QIMA LS and the Client. It outlines the specific conditions applicable to QIMA Monasterium, a QIMA Life Sciences entity, when providing services to the Client.

  1. SUBCONTRACTING & ASSIGNMENT
  • In the event that QIMA Monasterium subcontracts or otherwise delegates any or all of its obligations under these. T&C, Client must be informed of and consent to such subcontracting or delegation in writing in advance of the Agreement. If the Client gives such consent, QIMA Monasterium shall enter into a binding written contract with such subcontractor that protects Client’s rights and interests. QIMA Monasterium shall be responsible for directing and coordinating the performance of any approved subcontractor. Client shall have no obligation or liability to any Subcontractor.
  • Without the requirement of Clients approval, QIMA Monasterium may subcontract or outsource part of the work under these T&Cs to its Affiliates (an entity, including but not limited to subsidiaries, which directly or indirectly control, are controlled by, or are under common control) and specifically to Technion Institute of Israel in Israel, Mediteknia in Spain, Deriworks in Turkey.
  • QIMA Monasterium shall remain fully liable to the Client for the performance of its obligations under these T&Cs, regardless of any subcontracting arrangement. The Client’s rights, remedies, and obligations under these T&Cs shall not be affected or diminished by the engagement of any subcontractor by QIMA Monasterium.
  1. SAMPLES AND STORAGE
  • The Client hereby acknowledges and agrees that QIMA Monasterium utilizes Samples from its Biobank and shall therefore observe and comply with the ethical requirements and standards imposed by the Biobank Policies in order to continue using the Samples. The storage of these Samples shall be at the sole discretion of QIMA Monasterium. The Client shall have no rights or ownership over the Samples derived from the Biobank.
  • For the purposes specified in the Work Order, the Client may provide QIMA Monasterium with Compounds or materials to be tested on the Samples, or biological samples. Any such materials and Compounds provided by the Client shall remain the sole property of the Client. QIMA Monasterium is not obligated to store any material or Compound received by Client related to the Study longer than required for the Studies, unless otherwise specified in the applicable Work Order.
  • The Client shall comply with all applicable regulations, including but not limited to the lawful supply, packing, labelling, declaration, and classification of the study material, in accordance with the Applicable Law and regulations of the jurisdiction in which the Study will be conducted.
  • After the conclusion of the applicable Study, QIMA Monasterium will notify the Client to collect its materials detailed on Section 2.2. above, if within one (1) month from the collection date indicated, the Client does not collect its materials, QIMA Monasterium is entitled to dispose of the materials, or, when and to the extent expressly agreed, have it stored at QIMA Monasterium premises or by a third party. In this case, Client shall reimburse all costs so incurred by QIMA Monasterium, including handling, transportation and storing costs.
  • QIMA Monasterium reserves the right to retain an appropriate quantity of any and all materials for legal purposes. For such purposes, QIMA Monasterium shall bear the cost of disposal for any retained material.
  • For the services provision purposes, Client may provide physical documents, reports, or any documentation to QIMA Monasterium. After the conclusion of the Studies, QIMA Monasterium shall notify the Client to collect at the Client sole expense. If the Client does not respond within fourteen (14) days after the receipt of the notification, QIMA Monasterium shall be entitled to dispose all referred documents and/or other information, at its sole discretion.
  • Any documentation that derives from the Studies, including but not limited to the reports and results, shall be retained by QIMA Monasterium for ten (10) years after the completion to the Study

[1] For QIMA Newtone and QIMA Bioalternatives, such duration will follow the ten (10) years according to the Arrêté du 11 août 2008 fixant la durée de conservation par le promoteur et l’investigateur des documents et données relatifs à une recherche biomédicale autre que celle portant sur des médicaments à usage humain