EMEA Office
Louizalaan 489
1050 Brussels
Belgium
Article 1.
Definitions
Except to the extent expressly provided otherwise, in these Terms and Conditions:
Account: means an account enabling a person to access and use the Platform including both administrator accounts and user accounts;
Affiliate: means any other organization that directly or indirectly Controls, is Controlled by, or is under common Control with, the said party. “Control” over an organization means (a) owning more than 50% of the voting securities or ownership interests of the organization or (b) having the power to direct the management or policies of the organization.
Agreement: means the Software as a Service agreement, consisting of (i) the Order Form, (ii) these Terms and Conditions, and (iii) all annexes, and any amendments to the Agreement from time to time;
Authorized User: means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to the Agreement and (ii) for whom access to the Services has been purchased hereunder;
Confidential Information: means information in any form or medium (whether oral, written, electronic, or other form or media) disclosed by or on behalf of the disclosing party, including information consisting of or relating to the disclosing party’s technology, business affairs, products, confidential intellectual property, trade secrets, know-how, business operations, plans, strategies, customers, pricing, third-party confidential information, other sensitive or proprietary information, and information with respect to which the disclosing party has contractual or other confidentiality obligations, and including, information that at the time of disclosure:
Customer: means the party identified as Customer in the Order Form;
Customer Data: means all data, works and materials uploaded to or stored on the Platform by the Customer; transmitted by the Platform due to the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Platform by the Customer;
Data Protection Legislation: means any applicable legislation relating to the processing of personal data or the protection of the privacy of individuals, including without limitation the General Data Protection Regulation ((EU) 2016/679) and all other EU data protection legislation in force from time to time, if applicable, and all applicable laws and regulations relating to processing of Personal Data;
Data Subject: has the meaning as set out in the applicable Data Protection Legislation;
Documentation: means the documentation for the Platform produced by the Provider and delivered or made available by the Provider to the Customer;
Effective Date: means the date the Agreement enters into force as specified in the Order Form;
Fee(s): means the fee paid by Customer in consideration for the Platform as set forth in the applicable Order Form;
Force Majeure Event: means an event, or a series of related events, that is outside the reasonable control of the party affected (including but not limited to failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third-party, changes to the law, disasters, pandemics, explosions, acts of God, fires, floods, riots, terrorist attacks and wars);
GDPR: means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
Intellectual Property Rights: means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights including but not limited to copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs;
Order Form: means the order form of the Agreement signed by the Customer;
Personal Data: has the meaning given to it in the applicable Data Protection Legislation;
Platform: means the platform managed by the Provider to provide the Platform, including the Scilife application and database software for the Scilife platform, the system and server software used to provide the Platform, and the computer hardware on which the Scilife application, database, systems and server software is installed;
Processing: has the meaning as set out in the applicable Data Protection Legislation;
Provider: means Scilife NV;
Provider IP: means all Intellectual Property Rights in and to the Platform, Services and Documentation, provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP does not include Customer Data;
Services: means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under the Agreement;
Term: means the Initial Term and each Renewal Term, as set forth in article 3 of this Agreement;
Platform license
Subject to and conditioned on Customer’s payment of Fees and compliance with the provisions of the Agreement, the Provider hereby grants to the Customer a worldwide, non-exclusive, non-transferable license, without the right to sublicense to access and use the Platform in accordance with the Documentation during the Term.
The license granted by the Provider to the Customer pursuant to this article is subject to the following restrictions:
Notwithstanding anything to the contrary in the Agreement, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Platform if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vender of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; or (D) Provider’s provision of the Platform to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Platform;
The Platform will, on the Effective Date, automatically generate three environments for the Customer: "Test”, "Validation" and "Production". User accounts created in the “Test” and “Validation” environments are free of charge; user accounts created in the “Production” environment are subject to Fees.
An administrator user account will be created by the Provider for all environments and login details will be sent to the Customer by e-mail, after which the Customer can create user accounts in different environments.
The Customer must comply with these Terms and Conditions and must ensure that all persons using the Platform, including Authorized Users and use through or by means of an administrator Account comply with these Terms and Conditions.
The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or Platform or impairment of the availability or accessibility of the Platform.
Term and Termination
The initial term of the Agreement begins on the Effective Date, and, unless terminated earlier pursuant to the Agreement’s express provisions, shall continue in effect in accordance with the term provided in the Order Form (the “Initial Term”). The Agreement will automatically renew for an additional one (1) year period unless earlier terminated pursuant to the Agreement’s express provisions or unless either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).
The Provider may terminate or suspend the Agreement at any time and without incurring any liability to the Customer, upon giving written notice at least fifteen (15) days to Customer if Customer:
Upon expiration or earlier termination of the Agreement, Customer shall immediately discontinue use of the Provider IP, the Customer’s access to the Platform will automatically expire, and, without limiting Customer's obligations under Article 7., Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed.
No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund without prejudice to the Parties' other legal rights. In addition, upon expiration or earlier termination of the Agreement, except as expressly provided in this Agreement, Provider shall have no performance obligations and Customer shall have no access to the Platform and Customer shall immediately cease use of the Services. All of the provisions of the Agreement shall cease to have effect, save the provisions of the Agreement that are intended to survive and continue to have effect (in accordance with their express terms or otherwise indefinitely).
The provisions of this Agreement which are expressly or impliedly intended to survive termination will survive the expiration or termination of this Agreement.
Customer Data
Provider acknowledges that Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data. The Customer hereby grants to the Provider a non-exclusive, sub-licensable, royalty-free, worldwide license to store, process, reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data to the extent reasonably required for the performance of the Provider's obligations and rights under the Agreement.
The Customer warrants to the Provider that the Customer Data (i) does not infringe the Intellectual Property Rights or other legal rights of any third-party; (ii) does not violate any applicable law, statute or regulation; and (iii) such data will be transferred to the Provider in compliance with the applicable Data Protection Legislation and/or all other applicable laws.
In the case of expiration or termination of the Agreement, the Provider will no longer store the Customer Data from the date of such expiration or termination of the Agreement. Customer Data will be stored by the Provider thereafter only for the purpose of being transferred to the Customer.
The Provider shall provide a one-time, supplementary service for the transfer of the Customer Data from the Platform towards the Customer free of additional charge in a commonly accepted file format, within a reasonable period of time after the expiration or termination of the Agreement. Customer may procure additional exports which can be delivered by Provider at an additional cost.
Following transfer, Customer has a period of fifteen (15) days to provide a written notice confirming that the transfer was successful or to notify issues in the transfer and if further steps are required. The Provider will delete all Customer Data upon the earlier of (i) written confirmation by Customer of a successful transfer of Customer Data or (ii) expiry of the fifteen (15) day period without notice from the Customer relating to the transfer of the Customer Data.
Under no circumstances will the Provider be liable for any financial or other damages due to loss or damage of Customer Data caused by the transfer of Customer Data.
Intellectual Property Rights
Customer acknowledges that Provider owns all right, title, and interest, including all Intellectual Property Rights, in and to the Provider IP.
Unless otherwise expressly agreed to, nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
The Provider shall indemnify, defend and hold harmless the Customer and its Affiliates and their respective directors, officers, employees, and agents (the “Customer Indemnitees”) from and against any and all costs, expenses, liabilities, damages, losses and harm (including reasonable legal expenses and attorneys’ fees) arising out of or resulting from any third party suits, claims, actions, or demands (collectively, “Claims”) to the extent resulting from or caused by the infringement or misappropriation of any third party Intellectual Property Rights by the Platform, except to the extent that a Claim arises out of or results from the negligence, recklessness or willful misconduct of any Customer Indemnitee or Customer’s breach of its obligations, warranties, or representations under the Agreement. Excluding any Claims to the extent caused by the Customer’s (i) unauthorized use or modifications of the Platform, (ii) misuse or misconduct of the Platform or (iii) the Customer' use of the Platform in combination with any third party products or services.
Such indemnity obligation will be conditional upon the following: (i) Provider is given prompt written notice of any such Claim; (ii) Provider is granted sole control of the defense and settlement of such a claim; (iii) upon Provider’s request, the Customer fully cooperates with Provider in the defense and settlement of such a claim, at Provider’s expense; and (iv) the Customer makes no admission as to Provider’s liability in respect of such a claim, nor does the Customer agree to any settlement in respect of such a claim without Provider’s prior written consent. Provided these conditions are met, Provider will indemnify the Customer for all direct damages and costs, subject to Article 11.1.of these Terms and Conditions, incurred by the Customer as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by Provider pursuant to a settlement agreement.
Feedback. Notwithstanding any other provision of this Agreement, if Customer provides ideas, suggestions or recommendations to Provider regarding the Platform ("Feedback"), Provider will be free to use and incorporate such Feedback into the Platform without payment of royalties or other compensation to Customer, provided, however, that the foregoing will not be construed as conferring upon Provider any right or license to Customer's patents, copyrights or trademark rights or other intellectual property rights in the Feedback.
Fees and Payment
The Customer shall pay the Fees to the Provider as set forth in the Order Form without offset or deduction. All invoices for Fees under this Agreement are due and payable within thirty (30) days of the invoice date. All amounts paid are non-refundable. Amounts due are exclusive of all applicable taxes, levies, or duties, and Customer will be solely responsible for payment of all such amounts.
If the Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on past due amounts at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law; (ii) the Customer shall reimburse the Provider for all costs incurred by the Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for forty-five (45) days or more, the Provider may suspend the Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. The Provider provides the Customer an at least thirty (30) days written notice , relating to such overdue amount that it intends to suspend the Services on this basis.
The Provider has the right to modify the Fees once per year by giving the Customer a written notice with the modified charges at latest sixty (60) days before the end of the Initial Term or any Renewal Term. Following such a notice, the Customer is entitled to terminate the Agreement in accordance with Article 3.
If the Customer is aware that a delay in payment is about to occur, it should contact the Provider in writing as soon as possible.
The Customer shall receive a notice from the Provider once the onboarding process has been finalized. Such notice shall mark the end of the onboarding phase. Any additional activities requested from the Provider thereafter may incur additional fees and costs. Such fees and costs shall always be mutually agreed upon by the parties.
The cloud infrastructure costs are included in the user pricing, however, the cloud storage costs, which consist of database data and file storage, are billed separately according to the amount of data stored by the Customer through the Scilife Application and the price per Gigabyte mentioned in the Order Form.
Confidentiality
From time to time during the Term, either party may disclose or make available to the other Party Confidential Information. Confidential Information does not include information that, at the time of disclosure is:
Shall not be considered Confidential Information, information which:
Each of the Parties agrees that it will not, both during the Term of the Agreement and following termination or expiration of the Agreement: (i) disclose any Confidential Information of the other party, except to those of its employees, officers, directors, contractors and Affiliates that have a reasonable demonstrable legitimate need to know such information in light of the Parties’ rights and obligations hereunder, subject to each of them committing in writing to adequate confidentiality obligations prior to being granted access to such Confidential Information and subject to any other conditions and restrictions set out in the Agreement, or (ii) use any Confidential Information of the other party for its own benefit or that of any third-party, except as expressly permitted under the Agreement.
Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings.
Each of the parties shall ensure that each person who receives Confidential Information pursuant to the Agreement is made aware of and complies with the confidentiality obligations under the Agreement as if they were a party to the Agreement. Each of the parties shall be responsible and liable towards the other party for a breach of these confidentiality obligations by any party acting under their control or on their behalf or to which they otherwise provided Confidential Information.
The Parties’ confidentiality obligations shall survive termination of the Agreement. Upon termination of the Agreement or a disclosing party’s earlier written request, the receiving party shall promptly return to the disclosing party all copies in its custody, possession or under its control, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed.
Data protection
The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it discloses to the Provider under or in connection with the Agreement, and that the processing of such Personal Data by Provider for providing the Platform will not breach any applicable data protection or data privacy laws and regulations.
For the avoidance of doubt, the Customer’s instructions for the Processing of Personal Data shall comply with the Data Protection Legislation relating to data protection and data privacy, including but not limited to the GDPR, if applicable. The Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Each party shall and will ensure that its personnel and (sub)contractors will at all times comply with its/their respective obligations under all applicable Data Protection Legislation and any applicable data processing agreement (“DPA”) agreed between the Parties in respect of all Personal Data processed under the Agreement. In connection with and for the purpose of providing the Platform under the Agreement, Provider shall process Personal Data in accordance with the provisions of the DPA.
To the extent that the Provider processes Personal Data disclosed by the Customer, the Provider warrants that:
The Provider shall, to the extent legally permitted and applicable, notify the Customer if the Provider receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of Processing, erasure, data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). Considering the nature of the Processing, the Provider shall assist the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to a Data Subject Request under Data Protection Legislation. In addition, to the extent the Customer, in its use of the Platform, does not have the ability to address a Data Subject Request, the Provider shall upon Customer’s request provide commercially reasonable efforts to assist the Customer in responding to such Data Subject Request, to the extent the Provider is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Legislation. To the extent legally permitted, the Customer shall be responsible for any costs arising from the Providers’ provision of such assistance.
Warranties
The Provider warrants to the Customer that:
If the Provider reasonably determines, or any third party alleges, that the use of the Platform (excluding for the avoidance of doubt any Customer Data) by the Customer in accordance with the Agreement infringes such third party's Intellectual Property Rights, the Provider will, in its sole discretion, (i) procure a license that will protect Customer against such claim with no cost to the Customer, or (ii) replace the Platform or the infringing part of the Platform with a non-infringing Platform or part of the Platform, or (iii) if it deems such remedies not practicable, Provider may terminate the Agreement without liability, provided that in case of such a termination, Customer will receive a pro-rata refund of the license fees prepaid for use of the Platform not yet furnished as of the termination date. This Article states Customer's sole and exclusive remedies and the Provider’s sole liability and obligations for any actual, threatened or alleged claims that the Platform infringe, misappropriate or otherwise violate any Intellectual Property Rights of any third-party.
The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement.
All of the Parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
Disclaimers
The Customer acknowledges that complex software is never free from defects, errors and bugs or security vulnerabilities; and subject to the other provisions of the Agreement, the Provider provides no warranty or representation that the Platform will be wholly secure and free from defects, errors, bugs or vulnerabilities. The Platform will be provided to Customer under this Agreement on an “as-is” and “as available” basis.
The Customer acknowledges that the Provider will not provide any legal, financial, accounting or tax advice under the Agreement or in relation to the Platform.
The Provider will not be responsible for the accuracy, reliability or legality of any information provided by or relying upon an external source chosen, provided or used by the Customer. The Provider shall not be responsible, either directly or indirectly, for any loss or damage incurred resulting from connection with the use of or reliance on any such third-party content.
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS ARTICLE 9, THE PROVIDER IP IS PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS ARTICLE 10. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Limitations of liability
In no event will the Provider be liable under or in connection with the Agreement to the Customer under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any for any: (i) indirect, incidental, special, consequential, exemplary enhanced, or punitive damages; (ii) increased costs, diminution in value or lost business, production, anticipative savings, revenues, or profits; (iii) loss of goodwill, customers or reputation; (iv) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; or (including negligence), strict liability, and otherwise; and (v) cost of replacement goods or services, in each case regardless of whether a party has been advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.
The Provider shall not be liable to the Customer in respect of:
In no event will the Provider’s aggregate liability arising out of or related to the Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the amounts the Customer paid to the Provider under the Agreement during the twelve (12) month period preceding the event giving rise to the Claim.
The Customer shall indemnify, defend and hold harmless the Provider and its directors, officers, employees, and agents (the “Provider Indemnitees”) from and against any and all third party Claim, to the extent resulting from or caused by: (a) the gross negligence, recklessness or willful misconduct of any Customer Indemnitee; (b) any use not authorized by the Agreement of the Platform by Customer or Authorized Users, (c) infringement or misappropriating of any third party Intellectual Property Rights in the Customer Data; (d) Customer’s breach of its obligations, warranties or representations under the Agreement; (e) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (f) modifications to the Platform not made by Provider, except in each case to the extent that a Claim arises out of or results from the gross negligence, recklessness or willful misconduct of any Provider Indemnitee or Provider’s breach of its obligations, warranties, or representations under the Agreement.
Force Majeure Event
In no event shall either Party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by a Force Majeure Event. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement, that obligation will be suspended for the duration of the Force Majeure Event.
A Party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must: a) promptly notify the other Party in writing; and b) inform the other Party of the expected time period for which it is estimated that such failure or delay will continue. A Party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder from one Party to the other Party (each, a “Notice”) must be in writing and addressed to the Parties to such other address that may be designated by the Party after giving Notice from time to time in accordance with this Article). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with the requirements of this Article.
13.2.
The Provider's email address for notices under this Article 13 are as follows: invoice@scilife.io
The addressee and contact details may be updated from time to time by a Party giving written notice of the update to the other Party.
General
Provider shall be free to subcontract performance of this Agreement to its affiliates, to individual contractors and to third party service providers.
Non-Solicitation.
Neither Party nor any of its representatives will, directly or indirectly, without written consent of the other Party, for the duration of the agreement and thereafter for a period of twelve (12) months from the date the Agreement expires or terminates (a) solicit for hire, employment or engagement, and/or hire, employ, or engage any individual who employed by or contracted with the other Party; (b) induce or attempt to induce any individual who is employed by the other Party to terminate his or her employment with the other Party; or (c) in any way interfere with the relationship between a Party and any individual employed by or any entity contracted with that Party.
Amendment, Modification, Waiver.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability.
If any provision of the Agreement is invalid, illegal, or unenforceable in any, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Assignment.
Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Article will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder.
Entire Agreement.
The Agreement, together with any other documents incorporated herein by reference and all related annexes, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related annexes, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Order Form, second, these Terms and Conditions; (ii) third, the annexes to this Agreement as of the Effective Date; and (iv) fourth, any other documents incorporated herein by reference.
No Partnership.
No joint venture, partnership, employment or agency relationship exists between Customer and Provider as a result of this Agreement or use of the Platform.
The Agreement shall be governed by and construed in accordance with Belgian law, notwithstanding conflict of law principles, and without giving effect to the United Nations Convention on the Contracts for the International Sale of Goods.
The courts of Antwerp shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
EMEA Office
Louizalaan 489
1050 Brussels
Belgium
US Office
Scilife Inc.
228 E 45th St. RM 9E
New York, NY 10017
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EMEA Office
Louizalaan 489
1050 Brussels
Belgium
US Office
Scilife Inc.
228 E 45th St. RM 9E
New York, NY 10017
Copyright 2025 Scilife N.V. All rights reserved.
