Terms and Conditions

NorthGene™ – Terms And Conditions For The Supply Of STI Testing Services

V7 November 2022

These Terms and Conditions (‘Terms’) cover the basis on which we supply Sexually Transmitted Infection (‘STI’) testing services to you. Details of the testing services are available from our website: www.northgene.co.uk

1. Our STI testing services

1.1. Our testing services involve us sending you a testing kit which you will then return to us, with your Sample, for testing. So, it is this combination of the:

• • • testing kit
    • the laboratory testing performed on the Sample which you collect and return to us using the testing kit and
    • the results of the testing

which all form part of the STI testing service. We refer to these combined elements as the ‘Service’ or ‘Services’ in these Terms. We are not selling testing kits as individual items or goods, the testing kit is used for us to deliver the Service.

1.2. Please read these Terms carefully before you submit your Order to us. These Terms tell you who we are, how we will provide the Service to you, how you and we may change or end our contract with you, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, or if you have any questions about them, please contact us to discuss this.

1.3. Our Services are provided to ‘You’. ‘You’ are a private individual requesting the Services for your own personal information and use. Services bought from the NorthGene™ website are for individuals only and not for business use nor for use in your profession.

1.4. ‘Sample’ means the sample collected by you using the testing kit and accepted by NorthGene™ for laboratory testing.

1.5. ‘NorthGene™ website’ means www.northgene.co.uk

2. Who we are and contacting us

2.1. NorthGene™ (‘we’, ‘us’) means Biofortuna Limited (trading as NorthGene™) of 2 Tenth Avenue, Deeside Industrial Park, Deeside CH5 2UA. Biofortuna Limited is registered in England and Wales with company registration number 06514391.

2.2. You can contact us by telephoning our Customer Services Team on 0191 233 1414 or by writing to us at northgene@biofortuna.com or by post to NorthGene™, 2 Tenth Avenue, Deeside Industrial Park, Deeside CH5 2UA

2.3. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Order. When we use the words ‘writing’ or ‘written’ in these Terms, this includes emails.

3. About our Service

3.1. We do not provide medical advice or diagnoses. The Service we provide is a testing service for general guidance and for general information of an indicative nature only. It is not a medical service. Therefore, we are unable to provide any promises or guarantees about the accuracy of the results of your test and the results should not be treated as a replacement for seeking a medical diagnosis or treatment. If you have any concerns about your health or your results, you should seek appropriate medical advice and treatment.

3.2. Please make sure that you have read and understood the information we have provided on our website of other factors which you need to be aware of when using our Service, as this is very important. Please see www.northgene.co.uk for further guidance about the use of the Services and for Frequently Asked Questions.

3.3. If we cannot test your Sample after you use the testing kit, because:

3.3.1. you did not follow the instructions for providing the Sample, or we do not receive the Sample within 14 days, then you will need to pay for another Service if you wish to send us another Sample, or

3.3.2. the testing kit provided was faulty or due to our fault, we will provide you with another testing kit and test a further Sample which you provide without additional charge.

4. The contract and your right to make changes

4.1. Our acceptance of your Order will take place when we email you to accept it, at which point a contract will be formed between you and us.

4.2. If we are unable to accept your Order or if we have to cancel your Order, we will inform you of this and we will not charge you for the Service (or we will refund you the charges which you have paid us for the Service, where we have had to cancel the Service where this was not due to your fault). This might be for one of a number of reasons, such as:

4.2.1. the testing kits being out of stock

4.2.2. the Service which you have selected being temporarily or permanently stopped

4.2.3. unexpected limits on our resources which we could not reasonably plan for

4.2.4. we have identified an error in the Price or description of the Service

4.2.5. we have to deal with technical problems or make technical changes to the Service

4.2.6. we have to update the Service to reflect changes in relevant laws or regulatory requirements

4.2.7. our timeline for providing the Service will be much longer than what we had estimated and told you about

4.2.8. your payment cannot be authorised or has been declined

4.3. We will tell you what your Order Number is when we accept your Order. It will help us if you can tell us the Order Number whenever you contact us about your Order.

4.4. Our website is solely for providing Services in the UK. We do not accept orders from, nor send testing kits to, addresses outside the UK.

4.5. If you wish to make a change to your Order please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the Price of the Service, the timing of supply or anything else which would be necessary as a result of your requested change. We will then ask you to let us know whether you wish to go ahead with the change. If we cannot make the change or the results of making the change are unacceptable to you, you may want to end the contract (see clause 6).

5. The testing kit

5.1. The costs of delivery of the testing kit will be as displayed to you on our website.

5.2. During the Order process we will let you know:

5.2.1. when we will provide the test kit to you and

5.2.2. the timeframe in which we expect to test your Sample once we receive the testing kit back from you

5.3. If our estimated supply of the Service is delayed by an event outside our control, then we will contact you as soon as possible to let you know. We will also take steps to minimise the effect of the delay where we reasonably can. All of our timings are estimates, so we do not accept liability for delays caused by the event, but if there is a substantial delay, you may contact us to end the contract and receive a refund for any Service you have paid for but not received.

5.4. If no one is available at your address to take delivery and the testing kit cannot be left at your address, the delivery agent will leave you a note informing you of how to rearrange delivery or collect the testing kit from a local depot.

6. Your right to end the contract

6.1. You can end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:

6.1.1. If there is a problem with the Service, or because of something which we have done or we have told you we are going to do, you may have a legal right to end the contract (or to get the testing kit replaced and the Service re-performed or to get some or all of your money back), see clause 6.2

6.1.2. If you have just changed your mind about the Service and wish to cancel the contract, you may be able to get a refund if you are within the 14 day period referred to in clause 6.3, but this may be subject to deductions and you will have to pay the costs of return of the testing kit and make sure that we receive it back in the condition in clause 7.1.2

6.2. If you are ending a contract for any of the reasons set out at below in this clause, then please contact us to let us know, and the contract will end immediately. We will refund you in full for the affected Service and you may also rely upon your legal rights. The reasons are:

6.2.1. we have told you about an upcoming change to the Service or these terms, which affects your current Order for the Service in more than a minor negative way, and you let us know before the change takes effect that you do not agree with it

6.2.2. we have told you about an error in the Price or description of the Service you have ordered and you do not wish to proceed

6.2.3. the supply of the Service is significantly delayed

6.2.4. you have a legal right to end the contract because of something we have done wrong

6.3. You have up to 14 days after the day that we email you to confirm that we accept your Order, to cancel that contract, if you simply change your mind and do not wish to go ahead with the Service. However, once we have completed the Service, you cannot change your mind and cancel the contract, even if the 14 day period is still running. If you cancel your Order within the 14 day period, but after we have started the Service, then you must pay us for that part of the Service provided up until the time you tell us that you have changed your mind and wish to cancel the Order.

6.4. Please note that where you do not intend to use the Service, then the testing kit which you have received must not be opened or be used after you receive it, as this is for health protection and hygiene reasons.

6.5. You do not have a right to change your mind to cancel your contract if:

6.5.1. more than 14 days after we have confirmed by email that we have accepted your Order

6.5.2. once the Service has been completed (namely the Sample returned by you, using the testing kit, has been tested by us), even if the cancellation period is still running

7. How to end the contract

7.1. To end the contract with us, including if you have changed your mind and wish to cancel your contract within 14 days of your contract commencing, then:

7.1.1. to end the contract with us in circumstances where the law allows you to do so (so this includes the circumstances mentioned in clauses 3.3.2 and 6.2, please let us know by doing one of the following:

• • • email the Customer Services Team at northgene@biofortuna.com Please provide your name, home address, details of the Order and, where available, your phone number and email address, together with the reason why you want to end the contract
    • complete the online ‘Contact Us’ form. For cancellations in the circumstances mentioned in clause 6.3 (where you are cancelling because you have changed your mind), please complete and submit our online ‘Contact Us’ form www.northgene.co.uk/contact-us providing your name, home address, details of the Order and, where available, your phone number and email address, together with the reason why you want to end the contract

In either case, we will promptly send you an acknowledgment of receipt of your request to end the contract, and we will get in touch with you if we need to further discuss the matter.

7.1.2. if you end the contract because you change your mind during the 14 day period mentioned in clause 6.3, after a testing kit has been sent to you, you must return the testing kit to us in a hygienic and re-saleable condition, being in a condition in which the value of the testing kit is unchanged from what we delivered to you, namely the outer plastic postal bag in which the testing kit was delivered remaining sealed and the contents unused and undamaged. You must post the test kit back to us at: NorthGene™, 2 Tenth Avenue, Deeside Industrial Park, Deeside CH5 2UA. Please note that you must return the testing kit at your own cost in such circumstances and you must not use the pre-paid postal label which is to be used for returning Samples only (as otherwise we will deduct the postage costs which we incur from your unauthorised use of the label, from your refund). Please email us at northgene@biofortuna.com for a return authorisation. If you are exercising your right to change your mind you must despatch the testing kit to us within 14 days of telling us you wish to end the contract. It is your responsibility to make sure that we receive it back in an unopened, unused and undamaged condition.

7.1.3. we will pay the costs of return of a testing kit to us: if we request you to return the testing kit in any of the circumstances mentioned in clause 6.2, as long as you return it to us in the reasonable manner in which we request at the time. In all other circumstances (including where you are exercising your right to change your mind to cancel the contract as mentioned in clause 6.3) you must pay the costs of return.

7.1.4. we will refund you the Price you paid for the Service, by the method you used for payment. However, we may make deductions from the Price, as described below.

7.1.5. if you are exercising your right to change your mind:

• • • we may reduce your refund of the Price to reflect any reduction in the value of the testing kit if this has been caused by your handling of it in a way which would not be permitted in a shop. If we refund you the Price paid before we are able to inspect the testing kit and later discover that you have handled it or sent it back to us in an unacceptable way, for example you have unsealed, used or damaged the testing kit, or not sent it back to us where we receive it in an undamaged condition, you must pay us an appropriate amount to reflect the lost value in the testing kit element. We will also make such a deduction if we do not receive the testing kit back. Details of such deductions are set out below in this clause.
    • the maximum refund for delivery costs for the testing kit will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a testing kit within a certain number of days at one cost, but you choose to have the product delivered more quickly at a higher cost, then we will only refund what you would have paid for the cheaper delivery option
    • we will deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when you told us you had changed your mind and wished to cancel the contract. The amount will reflect what has been supplied, in comparison with the full coverage of the contract.
      The percentage refund of the price which you would receive for the Service would be as follows, if the cancellation notice was provided by you:
      • before the testing kit is sent out: 100% refund of the Price
      • after the testing kit is sent out, but before you unseal or use the testing kit (and provided you return it to us in that same re-saleable condition): 100% refund of the Price (but only a refund of our standard delivery charge rather than any premium delivery charge pricing)
      • after the testing kit is sent by you to us after you have unsealed it or used it (or after we have confirmed that we are unable to test the Sample for any of the reasons mentioned in clause 3.3.1: 0% of the Price and no refund of delivery charges.

7.1.6. we will make any refunds due to you as soon as possible. If you are exercising your right to change your mind to cancel the contract, then your refund will be made within 14 days of the earlier of either:

• • • the day on which you provide us with the evidence which we request that you have sent the testing kit back to us; or
    • the day on which we receive the testing kit back from you.

In all other cases, your refund will be made within 14 days of you telling us that you have changed your mind and wish to cancel the contract, in the manner mentioned in clause 7.1.1

For information about how to return a testing kit to us, see clause 7.1.2

8. Our right to end the contract

8.1. we may end the contract at any time by writing to you if you do not perform your obligations under the contract.

8.2. in circumstances other than those mentioned in clauses 5.3 and 6.3, the contract will end automatically if within 120 days of us accepting your Order, you do not use the testing kit to provide us with your Sample that is necessary for us to provide the rest of the Service. In this case, we will not be providing any further part of the Service to you and you will not be entitled to receive a full refund for the Service.

9. If there is a problem with the Service

9.1. If you have any questions or complaints about the Service, please contact us. You can telephone our Customer Services Team on 0191 233 1414 or write to us at northgene@biofortuna.com or NorthGene™, 2 Tenth Avenue, Deeside Industrial Park, Deeside CH5 2UA

9.2. We are under a legal duty to supply a Service that is in conformity with this contract. Nothing in these Terms will affect your legal rights.

9.3. If you wish to exercise your legal rights to reject the Service you must send the testing kit back to us. We will pay the costs of postage if this is due to one of the circumstances mentioned in clause 6.2. Please call the Customer Services Team on 0191 233 1414 or email us at northgene@biofortuna.com for a return authorisation.

10. Price and payment

10.1. The Price for the Service (which includes VAT and the relevant delivery charge for the testing kit) will be the Price indicated on the Order pages when you placed your Order. We take reasonable care to ensure that the Price of the Service advised to you is correct. However please see clause 10.3 for what happens if we discover an error in the Price for the Service which you order.

10.2. If the rate of VAT changes between your Order date and the date we supply the Service, we will adjust the rate of VAT that you pay, unless you have already paid for the Service in full before the change in the rate of VAT takes effect.

10.3. It is always possible that, despite our best efforts, a Service we sell may be incorrectly priced. We will normally check prices before accepting your Order so that, where the Service’s correct Price at your Order date is less than our stated price at your Order date, we will charge the lower amount. If the Service’s correct Price at your Order date is higher than the Price stated to you, we will contact you for your instructions before we accept your Order. If we accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any testing kit provided to you.

10.4. We accept payment with Visa and Mastercard credit and debit cards and via PayPal. You must pay for the Service before we dispatch the testing kit to you.

11. Our responsibility for loss or damage suffered by you

11.1. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.

11.2. This does not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes, for example, liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Service.

11.3. We only supply the Service for domestic and private, personal use. If you use the Service for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity.

11.4. Our liability is limited. Where the law allows us to do so, we limit our liability to you to a maximum amount of the Price you paid for the Service.

12. Personal Information

12.1. We will only use your personal information as set out in our Privacy Notice on the NorthGene™ website, including to test the Sample which you submit to us for testing purposes.

13. Rights and obligations

13.1. We may transfer our rights and obligations under these Terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the contract within 5 days of us telling you about it and we will refund you any payments you have made in advance for a Service which has not been provided.

13.2. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.

13.3. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

14. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

15. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

16. These Terms are governed by English law and you can bring legal proceedings in respect of the Service in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the Service in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the Service in either the Northern Irish or the English courts.

Terms and Conditions – STI Testing Services – V7 November 2022

NorthGene™ – Terms And Conditions For The Supply Of Drug and Alcohol Testing Services

V4 March 2025

These Terms and Conditions (‘Terms’) cover the basis on which we supply Drug and Alcohol testing services to you.  Details of the testing services are available from our website:  www.northgene.co.uk

1. Who we are and contacting us

• NorthGene™ (‘we’, ‘us’) means Biofortuna Limited (trading as NorthGene™) of 2 Tenth Avenue, Deeside Industrial Park,  Deeside  CH5 2UA.  Biofortuna Limited is registered in England and Wales with company registration number 06514391
• you can contact us by telephoning our Customer Services Team on 0191 233 1414 or by writing to us at northgene@biofortuna.com or by post to NorthGene™, 2 Tenth Avenue,  Deeside Industrial Park,  Deeside  CH5 2UA
• if we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Order. When we use the words ‘writing’ or ‘written’ in these Terms, this includes emails

2. In these Terms “Sample” shall mean any biological sample accepted by NorthGene™ for Drug and Alcohol testing services. “Drug and Alcohol testing services” shall refer to any type of analysis and shall be carried out using whatever scientific test(s) is/are deemed necessary by NorthGene™ and our 3^rd party referral testing laboratory
3. NorthGene™ will refer all requests for Drug and Alcohol testing to our 3^rd party referral testing laboratory who are accredited to BS EN ISO17025
4. All fees payable for this Service are quoted exclusive of VAT. The standard fee per person for a test will cover the provision of a sampling kit, the performance of drug and alcohol testing, the analysis of the test results and the provision of an electronic certificate.  The standard fee does not include:

• any fees or costs associated with either the taking of Samples or their return to the 3^rd party referral testing laboratory
• the production of an Expert Witness Report
• the attendance of an Expert Witness at Court hearings
• any extra scientific work required in forensic science investigations

5. Client means the individual, an authorised Legal Representative or other body requesting the services. In the event of the client, or any individual required to attend by the client, not attending a pre-arranged sample collection appointment or not giving at least 48 hours’ notice of cancellation a fee of £250 plus VAT shall be payable by the ordering party
6. NorthGene will only carry out Drug and Alcohol testing when the following have been supplied:

• completion of the Registration Form
• all Samples relevant to the purpose for which the test is required with appropriate consent and identification

7. Investigations ordered by solicitors, Courts or Government agencies will be invoiced with payment due by 30 days from the date of invoice. Full upfront payment is required for all private testing
8. NorthGene™ reserves the right to withhold the Drug and Alcohol testing Report until payment is made in full. In legal cases it is the responsibility of the referring solicitor to ensure that full payment is made by all parties.  Where sums due under these Terms are not paid in full by the due date NorthGene™ may, without limiting its other rights, charge interest on such unpaid sums at 5% a year above the base rate of the Bank of England from time to time in force.  In the event the Bank of England base rate is 0% or lower then the applicable interest shall be 5%.  Such interest will accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.  NorthGene™ may remove any discounted rates applied to Customer from the unpaid invoices and from future invoices
9. NorthGene™ does not accept responsibility for the acts or omissions of external Sample takers, for example doctors and nurses or other external handlers of Samples
10. NorthGene™ reserves the right to request further Samples at the expense of the person requesting the Drug and Alcohol analysis in cases where the quantity or quality of the Sample received is not adequate or does not comply with the instructions issued with the sampling kit
11. NorthGene™ will endeavour to produce a Report within a reasonable time but cannot accept any responsibility for any delay howsoever caused
12. The NorthGene™ 3^rd party referral testing laboratory will undertake the Drug and Alcohol testing services on the understanding that the final Report will be made available to the ordering party and any individuals or organisations that have a lawful interest in the outcome of the test, unless instructed not to do so. Reports will only be disclosed in written or electronic form
13. Any Sample will not be released to any other person or organisation without the donor’s written consent or a Court Order
14. Records will be retained for a minimum of one year from completion of testing. Samples will be destroyed after six months from completion of testing
15. In the event that you wish to cancel a case after you have registered with us, a cancellation fee plus VAT will be levied. The amount of this fee will depend upon the level of work that we have completed up to and including the date of such cancellation.  Cancellation charges range from £250 plus VAT to the full amount of the test

NorthGene™ – Terms And Conditions For The Supply Of Storage Services

V2.3 August 2024

1 INTERPRETATION THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.

1.1 Definitions
Affiliate: any person(s) which (i) Controls the relevant other person; or (ii) is Controlled by such relevant other person; or (iii) is Controlled by such person(s) as is referred to in (i), but only whilst such person(s) so Controls or is so Controlled.
Applicable Laws: any applicable law, enactment, regulation, and regulatory policy, guideline, requirement and industry code of any applicable governmental, regulatory, supervisory or other competent authority (including good practice codes).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 2.
Contract: the contract between Biofortuna and the Customer for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person who purchases the Services from Biofortuna. Customer default: has the meaning set out in clause 4.3
Fees: the fees payable by the Customer for the supply of the Services in accordance with clause 6 (Fees).
Order: the Customer’s order for Services as set out in the Customer’s written acceptance of Biofortuna’s Project Proposal, Project Plan, Quote, Storage Request Form, Sample Retrieval Request Form or Sample Destruction Request Form, as the case may be or as otherwise accepted by Biofortuna pursuant to clause 2.3.
Sample: includes any biological material, chemical reagent or consumable or other material or sample passed to Biofortuna by or on behalf of Customer for storage in accordance with the Contract.
Services: the Services supplied by Biofortuna to the Customer as set out in the Project Proposal, Project Plan, Quote, Storage Request Form, Sample Retrieval Request Form or Sample Destruction Request Form, as the case may be.
Supplier: Biofortuna Limited registered in England and Wales with company number 06514391 (Biofortuna). NorthGene™ and Cryoniss™ are trading names of Biofortuna.

1.1 In these Conditions, unless the context requires otherwise:
1.1.1 any headings to any clauses in these Conditions are included for convenience only and will have no effect on the interpretation of the Conditions
1.1.2 a reference to a party includes that party’s personal representatives, successors and permitted assigns;
1.1.3 a reference to legislation (including any subsidiary legislation) includes any modification, amendment, extension, consolidation, re-enactment and/or replacement of such legislation in force from time to time
1.1.4 a reference to a person includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.1.5 any words that follow includes and including or any similar words and expressions will be construed as illustrative only and will not limit the sense of any word, phrase, term, definition or description preceding those words;
1.1.6 a reference to writing or written includes any method of reproducing words in a legible and non- transitory form, including email; and
1.2 If there is a conflict between the Conditions and the Order, the Conditions will prevail unless the Order references any specific provision in the Conditions which it is amending following written agreement of the parties that the amendment in the Order is amending only that specific provision and only with respect to Services performed pursuant to such Order. If there is a conflict between the Conditions and the Storage Terms or the Order and the Storage Terms, the Storage Terms shall prevail.

2 APPLICATION OF THESE CONDITIONS

2.1 These Conditions apply to and form part of this Contract between Biofortuna and Customer. They supersede any previously issued terms and conditions of purchase or supply relating to the Services. Each Order by Customer to Biofortuna will be an offer to purchase Services subject to these Conditions only and the Order shall form part of this Contract in addition to these Conditions. No terms or conditions endorsed on, delivered with, or contained in Customer’s purchase conditions, order, confirmation of order, specification or other document will form part of this Contract, except to the extent that the parties otherwise agree in writing.
2.2 Except as in accordance with these Conditions, no variation of these Conditions or to an Order be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each party.
2.3 Biofortuna may accept or reject an Order at its discretion. An Order will not be accepted, and no binding obligation to supply any Services will arise, until the earlier of:
2.3.1 Biofortuna written acceptance of the Order; or
2.3.2 Biofortuna performing the Services or notifying Customer that they are ready to be performed (as the case may be).
2.4 Biofortuna have the right to reject any Sample at its discretion and will quarantine any such sample and contact Customer.

3 SERVICES

3.1 An Order will specify the details of the Services to be provided
3.2 Biofortuna will use reasonable endeavours to provide the Services for the period required
3.3 The Services will be deemed performed on completion of the performance of the Services and submission of a written report if specified in the Order.
3.4 Biofortuna will use its reasonable endeavours to meet estimated times for performance, but any such times are approximate only, and are driven by procedures to ensure Sample integrity and adherence to all Applicable Laws in England. Time shall not be the essence of the Contract relating to any Services.
3.5 Biofortuna will not be liable for any delay in or failure of performance caused by Customer’s failure to:
3.5.1 provide the Sample(s) as agreed; or
3.5.2 provide Biofortuna with adequate instructions for performance or otherwise relating to the Services.
3.6 Sample Management procedures and requirements are set out in Schedule 1 to these Conditions, which forms part of these Conditions

4 CUSTOMER OBLIGATIONS

4.1 Customer warrants that:
4.1.1 it will comply at all time with all Applicable Laws as they apply to the Samples;
4.1.2 all Samples have the necessary and relevant permits, consents and ethical permissions;
4.1.2 it will comply with the terms of this Agreement;
4.1.3 it will maintain all authorisations and all other approvals, permits and authorities from any applicable governmental, regulatory, supervisory or other competent authority as are required by Customer from time to time to perform its obligations under or in connection with this Contract;
4.1.4 It will act at all times in a transparent manner and with integrity as regards the information it provides concerning the Samples or in connection with the provision of the Services generally, such as, but not limited to the provision of risk assessments pursuant to clause 4.1.6 below and the provision of information pursuant to clause 4.1.7 below;
4.1.5 Samples will require no more than biological containment level 1 or 2: Biofortuna cannot take containment level 3 or 4 and, subject to clause 7.2, will have no liability for any losses arising from Samples requiring containment greater than level 1 or 2;
4.1.6 it will make available any risk assessment made by Customer in respect of a Sample on Biofortuna reasonable request; and
4.1.7 it has provided Biofortuna with all relevant, full and accurate information as to Customer’s business and needs.
4.2 Customer will indemnify, and keep indemnified, Biofortuna from and against any losses (including but not limited to any direct or indirect consequential losses, loss of profit, loss of reputation and all interest and penalties), damages, liability, costs (including legal and other professional fees) and expenses incurred by Biofortuna as a result of or in connection with:
4.2.1 Customer’s breach of any of Customer’s obligations under this Contract;
4.2.2 Samples not complying with all Applicable Laws;
4.2.3 Any failure of the Customer to follow any laws, instructions, rules, guidance, advice or requirement in relation to the Services or any of them set out, provided or mandated by Biofortuna.
4.3 If Biofortuna is delayed or hindered in providing any Services as a result of any breach, delay or failure by Customer to perform any of its obligations under this Agreement (Customer Default) then, notwithstanding any other rights or remedies which are available to Biofortuna pursuant to this Agreement or otherwise, Biofortuna may charge Customer its fees for:
4.3.1 any time incurred as a result of such delay, hindrance or breach (including any wasted time for which Biofortuna had anticipated that its or their personnel would provide Services pursuant to an Order but become unable to provide the Services at that time as a result of Customer’s act or omission) and;
4.3.2 any time that Biofortuna were going to incur in providing the Services, in addition to the time we actually incur in providing the Services.
4.4 Customer will have in place contracts of insurance with reputable insurers to cover its obligations under these Conditions. On request, Customer will supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable.

5 RISK AND RESPONSIBILITY FOR SAMPLES

5.1 Responsibility for any Sample will remain with Customer until Biofortuna confirms receipt and acceptance of it. Biofortuna will not be liable for any damage or destruction of a Sample prior to its receipt or acceptance of it.
5.2 Subject to clause 7.6 of these Conditions, Biofortuna shall be responsible for the provision of the Services only. The Customer shall be responsible for any decision or implementation by the Customer and its employees, agents and other contractors relating to any advice, recommendation or course of action that we propose in the provision of the Services, and, subject to Clause
7.2 of these Conditions, we shall have no liability for the results of such decision or implementation.
5.3 Subject to clauses 3.7, 5.2 and 7.6 of these Conditions, Biofortuna will indemnify, and keep indemnified, Customer from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Customer as a result of or in connection with Biofortuna breach of any of Biofortuna obligations under this Contract relating to the Sample Storage Services.

6 FEES

6.1 Customer will pay Biofortuna the applicable Fees. The Fees are quoted exclusive of any applicable VAT, which VAT is payable in addition by Customer.
6.2 Biofortuna may reasonably increase the Fees at any time by giving Customer not less than 20 Business Days’ written notice and with immediate effect by written notice to Customer and Customer’s written approval where there is an increase in the direct cost to Biofortuna of supplying the relevant Services which is due to any factor beyond the control of Biofortuna. Any such increase will apply to any Services to be performed on or after the date of the applicable notice.
6.3 Biofortuna may invoice Customer on or prior to the commencement of the Services.
6.4 Customer will pay all invoices in cleared funds within 30 days of the date of each invoice.
6.5 Where sums due under these Conditions are not paid in full by the due date Biofortuna may, without limiting its other rights, charge interest on such unpaid sums at 5% a year above the base rate of the Bank of England from time to time in force. In the event the Bank of England base rate is 0% or lower then the applicable interest shall be 5%. Such interest will accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment. Biofortuna may remove any discounted rates applied to Customer from the unpaid invoices and from future invoices.
6.6 Customer will pay all sums that it owes to Biofortuna under this Contract without any set-off, counterclaim, deduction or withholding of any kind, except where Customer is required by law to make such deduction or withholding, in which event Customer will in addition pay to Biofortuna such amount as will result in the net amount received by Biofortuna being equal to the amount which would have been received by Biofortuna had no such deduction or withholding been made.
6.7 Biofortuna may set-off under this Contract any liability which it has or any sums which it owes to Customer under this Contract or under any other contract which Biofortuna has with Customer.
6.8 Any deposit paid by the Customer for any Services shall be non-refundable.

7 LIMITATION OF LIABILITY THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

7.1 The extent of the parties’ liability under or in connection with this Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) will be as set out in this clause 7.
7.2 Nothing in this Contract limits any liability which cannot legally be limited including liability for:
7.2.1 death or personal injury caused by negligence;
7.2.2 fraud or fraudulent misrepresentation;
7.2.3 any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.
7.3 Subject to clauses 7.2 and 7.4, a party shall not be liable under the Contract for any:
7.3.1 loss of profits;
7.3.2 loss of sales or business;
7.3.3 loss of agreements or contracts;
7.3.4 loss of anticipated savings;
7.3.5 loss of use or corruption of software, data or information;
7.3.6 loss of or damage to goodwill;
7.3.7 indirect or consequential loss;
7.4 The limitations of liability set out in clause 7.3 will not apply in respect of any indemnity given under this Contract.
7.5 Subject to clause 7.2, Biofortuna shall have no liability if the Services or any of them differ from the description in the Order or as otherwise agreed by the Parties as a result of any change made to ensure they comply with applicable statutory or regulatory requirements.
7.6 Subject to clause 7.2 the total liability of Biofortuna to the Customer, including its liability for any indemnity given by Biofortuna under this Contract shall not exceed a sum equal to the total Fees paid by the Customer to Biofortuna in the 12 months preceding the Customer’s claim.
7.7 Notwithstanding the total liability set out in clause 7.6, in the event that the Customer would like to extend the limitation of liability in clause 7.6 then the Customer shall notify Biofortuna who may then accept an extended liability to a level agreed in writing prior to the Contract being entered into, upon payment by the Customer of the cost of a single insurance premium (if such an insurance policy is available).

8 CONFIDENTIALITY

8.1 Both parties (each a Disclosing Party and a Recipient as the context requires) will keep confidential all Confidential Information of the other party and will only use the same as required to perform the Contract. The provisions of this clause
8.1 will not apply to:
8.1.1 any information which was in the public domain prior to its disclosure or having been made available by the Disclosing Party;
8.1.2 any information which comes into the public domain other than as a consequence of any breach of this Contract or any related agreement by the Disclosing Party;
8.1.3 any information which is independently developed by the Recipient without using or reference to any information supplied by the Disclosing Party; or
8.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract, but then in each case only to the extent of making such required disclosure, provided that before a party discloses any such information, the party will (to the extent permitted by law) give the impacted party as much prior notice of the requirement for and contents of such disclosure as is practicable.
8.2 Neither party will make any public announcement or disclose any information regarding the Contract, except to the extent required by Applicable Law or other disclosure required by listing authorities or in the course of diligence being performed under confidentiality by any prospective investor.
8.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

9 FORCE MAJEURE

9.1 Subject to clause 9.3 below, a party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure.
9.2 If, due to Force Majeure, a party:
9.2.1 is or will be unable to perform a material obligation; or
9.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or a total of more than 30 days in any consecutive period of 60 days; the other party may, within 30 days, terminate this Contract on immediate notice.
9.3 Clause 9.1 of these Conditions shall not apply to the Customer’s obligation to pay Fees.

10 TERMINATION

10.1 Either party may terminate this Contract at any time by giving the other party not less than three month’s written notice. Customer acknowledges that three months is sufficient time to find an alternative arrangement.
10.2 Biofortuna may terminate this Contract immediately upon written notice to Customer if the Customer has failed to pay any amount due under this Contract on the due date and such amount remains unpaid within 60 days after Biofortuna has given notification to Customer that the payment is overdue.
10.3 Either party may terminate this Contract immediately upon written notice to the other party if:
10.3.1 the other party commits a material breach of Contract and such breach is not remediable;
10.3.2 the other party commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 30 days of receiving written notice of such breach;
10.3.3 any consent, licence or authorisation held by a party is revoked or modified such that the party is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled;
10.3.4 a party stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so or is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the other party reasonably believes that to be the case, or becomes the subject of a company voluntary arrangement under the Insolvency Act 1986, or has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income, or has a resolution passed for its winding up, or Customer has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it, or is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced, or has a freezing order made against it, or is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items, or is subject to any events or circumstances analogous to those in this clause 10.3.4 in any jurisdiction;
10.3.5 a party takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clause 10.3.4, including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
10.4 The right of a party to terminate this Contract pursuant to clause 10.3.5 will not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.
10.5 If Customer becomes aware that any event has occurred, or circumstances exist, which may entitle Biofortuna to terminate the Contract under this clause 10, it will immediately notify the Biofortuna in writing.
10.6 Termination or expiry of this Contract will not affect any accrued rights and liabilities of the parties at any time up to the date of termination.
10.7 On termination or expiry of this Contract Biofortuna, where applicable, will return the Samples to Customer, subject to the Sample Storage Terms, at Customer’s expense (including and Biofortuna arrangement and administration fees).
10.8 The following will continue to be enforceable notwithstanding the expiration or termination of this Contract:
10.8.1 Clauses 3.7, 4.2, 5.2, 6 (to the extent of any unpaid Fees and Services provided post such expiry or termination), 7, 8, 13 and 14; and
10.8.2 any clauses of this Contract not listed in clause 10.8.1 which expressly or impliedly have effect after termination; and
10.8.3 any clauses of this Contract reasonably required for the interpretation of the clauses referred to in clauses 10.8.1 and/or 10.8.2.
10.8 Biofortuna may terminate this Contract in the event it considers (acting reasonably) that the actions of Customer are to the detriment of Biofortuna such that it puts at risk Biofortuna reputation by association with Customer.

11 NOTICES

11.1 Any notice given by a party under this Contract will:
11.1.1 be in writing and in English;
11.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
11.1.3 be sent to the relevant party at the address set out in the Order.
11.2 Notices may be given, and are deemed received:
11.2.1 by hand (including by courier): on receipt of a signature at the time of delivery;
11.2.2 by post: at 9.00 am local time of the recipient on the fourth Business Day after posting; and
11.2.3 by email, except for a notice to terminate the Contract: at the time of sending as evidenced by the sender’s computer system.
11.3 Any change to the contact details of a party as set out in this Contract will be notified to the other party in accordance with clause 11.1 and will be effective:
11.3.1 on the date specified in the notice as being the date of such change; or
11.3.2 if no date is so specified, four Business Days after the notice is deemed to have been received.
11.4 This clause 11 does not apply to notices given in legal proceedings or arbitration.

12 MISCELLANEOUS

12.2 The rights and remedies provided in this Contract for Biofortuna only are cumulative and not exclusive of any rights and remedies provided by law.
12.3 Unless stated otherwise, references to times of the day in the Contract are to the time in London, England.
12.4 Customer will at the request of Biofortuna, and at Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to this Contract.
12.5 This Contract constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
12.6 Each party acknowledges that it has not entered into this Contract in reliance on, and will have no remedies in respect of any representation or warranty that is not expressly set out in the Contract. No party will have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract. Nothing in this Contract purports to limit or exclude any liability for fraud.
12.7 No variation of this Contract will be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, Biofortuna.
12.8 Customer may not assign any right or obligation under this Contract, in whole or in part, without Biofortuna prior written consent, such consent not to be unreasonably withheld or delayed , provided, however, without requiring such consent, either party may assign this Contract to any of its Affiliates or in connection with the transfer or sale of all or substantially all of its assets or business or of the assets to which the Contract refers.
12.9 Notwithstanding clause 12.7 Customer may perform any of its obligations and exercise any of its rights granted under this Contract through any Affiliate provided that it gives Biofortuna prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. Customer acknowledges and agrees that any act or omission of its Affiliate in relation to Customer’s rights or obligations under this Contract will be deemed to be an act or omission of Customer itself.
12.10 The parties are independent persons and are not partners, principal and agent or employer and employee and this Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties will have, nor will represent that they have, any authority to make any commitments on the other party’s behalf.
12.11 If any provision of this Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part- provision in question will apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties will negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
12.12 No failure, delay or omission by Biofortuna in exercising any right, power or remedy provided by law or under this Contract will operate as a waiver of that right, power or remedy, nor will it preclude or restrict any future exercise of that or any other right, power or remedy.
12.13 No single or partial exercise of any right, power or remedy provided by law or under this Contract by Biofortuna will prevent any future exercise of it or the exercise of any other right, power or remedy by Biofortuna.
12.14 Customer will pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Contract (and any documents referred to in it).
12.15 A person who is not a party to the Contract will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of t this Contract.

13 GOVERNING LAW

This Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England. 14 JURISDICTION The parties irrevocably agree that the courts of England will have jurisdiction to settle any dispute or claim arising out of, or in connection with, this Contract, its subject matter or formation (including non- contractual disputes or claims), save that nothing will prevent either party from seeking injunctive relief or enforcing a judgment of the English courts in any appropriate jurisdiction.

SCHEDULE 1 – SAMPLE MANAGEMENT

1. Sample Delivery
1.1 Before Samples are delivered, Customer will send Biofortuna a Storage Request Form by email. Should Customer fail to send a Storage Request Form, a fee to cover additional employee time may be charged by Biofortuna to Customer.
1.2 A Storage Request Form is a Biofortuna document that captures the requirements of the Sample storage being requested .
1.3 Customer warrants that Samples will be delivered to Biofortuna in good condition, clearly labelled, easily identifiable and stored in appropriate biological containers suitable for the Sample type and temperatures at which Samples will be stored.
1.4 Customer is responsible for complying with all Applicable Laws relating to the import and export of the Samples.
1.5 Biofortuna have absolute discretion to reject Samples that, in Biofortuna reasonable opinion, do not conform with paragraph 1.3 of this Schedule 1. Any Samples so rejected by Biofortuna may be returned to Customer at Customer’s cost. A fee to cover additional employee time spent identifying Samples that do not comply with paragraph 1.3 of this Schedule 1 may be charged by Biofortuna.
1.6 Biofortuna will not be liable for incorrect deposition or retrieval of Samples delivered in poorly legible vials.
1.7 Samples must be deposited at the Location of Services between 8am and 4pm. Where Samples are deposited outside of these hours, Biofortuna will charge an additional fee in accordance with hourly rates in place at that time. Once delivered, Biofortuna will confirm safe receipt of the applicable Samples by email to Customer. Samples will then be manually checked and, if they comply with paragraph 1.3 of this Schedule 1, they will be stored away in secure locations and logged onto Biofortuna laboratory inventory system. Upon completion of such Sample logging, Biofortuna will confirm acceptance of the Samples. Ensuring Sample integrity will always determine the speed at which this process can be undertaken, and should this be a prolonged process, e.g. due to Sample numbers, all such Samples will be securely stored in a temperature-monitored storage unit. Acceptance of a Sample by Biofortuna is not an acknowledgement that such Sample is necessarily viable.

2. Sample Acceptance and Risk
2.1 Should a Sample, in Biofortuna reasonable opinion and prior to placement in storage, be compromised upon inspection by Biofortuna, risk will remain with Customer and Biofortuna may return or dispose of such compromised Sample following Customer’s written approval.
2.2 Once a Sample has been accepted, if that Sample is regulated under:
2.2.1 the Human Tissue Act 2004, Biofortuna will take responsibility for that Sample under Biofortuna applicable licence, subject to paragraph 2.4 below.
2.2.2 The Medicines for Human Use (Clinical Trials) Regulations 2004 and European Medicines Agency reflection paper for laboratories carrying out clinical analysis), Biofortuna Services will manage these samples under the principles of Good Clinical Practice, subject to paragraph 2.4 below.
2.2.3 The Genetically Modified Organisms (Contained Use) Regulations 2014, Biofortuna Services will take responsibility for Genetically Modified Organisms class 1 and 2 under Biofortuna applicable licence, subject to paragraph 2.4 below.
2.2.4 Article 23 of Regulation (EC) No. 1069/2009 and Animal By-Products Enforcement (England) Regulations 2013 (ABPE), Biofortuna will, subject to paragraph 2.4 below store the Sample in accordance with its licence obligations.
2.3 Prior to Customer providing Biofortuna with any Sample that requires a particular licence, Biofortuna will have the right to carry out a paper-based, or on-site, audit of Customer’s premises to confirm Customer’s compliance with Applicable Laws. Biofortuna may perform additional audits with 2 weeks’ prior notice. Any audit fees, expenses or ongoing support will be charged directly to Customer.
2.4 Biofortuna reserves the right to retain Sample(s) (and to charge Customer for such additional storage) where Customer does not have an appropriate quality management system in place.
2.5 Customer agrees that Biofortuna responsibilities will be limited solely to the adequate management, storage and transport of a Sample consistent with the facilities used by Biofortuna at the date of this Contract.
2.6 Biofortuna will not have visibility of the source of any Samples. Customer is responsible for ensuring that Biofortuna storage of Samples in accordance with this Contract in no way breaches any other contractual agreements that Customer may have. Biofortuna accepts no liability for any loss that Customer may suffer arising from the compliance with, or breach of, any other contractual agreements that Customer may have relating to the Samples.
2.7 Customer will have the right to carry out a paper-based, or on-site, audit of Biofortuna premises to confirm Biofortuna compliance with Applicable Laws once per calendar year. Customer will provide an audit plan 2 weeks in advance of the audit. Biofortuna will respond within 20 working days to Customer’s written report of audit observations. Customer may perform additional for cause audits with 2 weeks’ prior notice.
2.8 Biofortuna will have in place insurance covering: Public liability; Product and Service liability; Product and Service Professional liability; Employers’ liability; Property and Business Interruption; Directors’ & Officers’ Liability; Corporate Legal Liability, Employee Dishonesty and Cyber Security.

3. Sample Return
3.1 Customer will inform Biofortuna in writing not less than one month prior to the end of the Performance Period (and accordingly after either Party has terminated the Contract pursuant to clause 10.1 of the Conditions) or within 10 Business Days following receipt of Biofortuna written notice pursuant to clause 10.2 or 10.3 of the Conditions or within 10 Business Days following Customer sending Biofortuna written notice pursuant to clause 10.3 of the Conditions to notify Biofortuna whether it wishes to:
3.1.1 have the Samples returned to Customer at Customer’s risk and expense (including and Biofortuna arrangement and administration fees); or
3.1.2 have Biofortuna dispose of the Samples at Customer’s risk and expense.
3.2 If Customer requests to have the Samples returned then Biofortuna shall return the Samples, though Biofortuna shall not be bound to return the Samples to any specific timescale of Customer but shall do so as soon as it is reasonable able to do so.
3.3 If Customer fails to inform Biofortuna relating to the Samples in accordance with paragraph 3 above, then Biofortuna will have the option of:
3.3.1 continuing to store the Samples at Biofortuna then current rates; or
3.3.2 returning the Samples to Customer at Customer’s risk and expense (including and Biofortuna arrangement and administration fees); or
3.3.3 disposing of the Samples at Customer’s risk and expense, Customer will be liable for storage charges until the Samples are returned to Customer or disposed of by Biofortuna.
3.4 Should the Performance Period come to an end and Customer has failed to collect the Samples, Biofortuna may arrange for the Samples to be couriered to Customer at Customer’s expense (including and Biofortuna arrangement and administration fees), or to continue to store the Samples and to charge for such storage at Biofortuna then current rates.
3.5 Biofortuna will have the right to refuse to release Samples to a third person, if in Biofortuna reasonable opinion that third person is not suitable to transport such Sample(s), and Customer will then be liable to pay for storage at Biofortuna then current rates until such time as a suitable replacement third person collects such Samples.
3.6 In any event, Biofortuna will have no liability for the Samples once they been collected by or on behalf of Customer (including by a courier arranged by Biofortuna) or, if earlier, from the date which Biofortuna has notified Customer they will be ready for collection.

4. Sample Destruction
4.1 Should the Customer request Biofortuna dispose of any samples, the Customer will submit a Disposal Form request, clearly outlining the Sample details to enable Biofortuna to identify and arrange disposal of the correct Samples.
4.2 Biofortuna will complete a two-person check of the Samples, and gain Biofortuna management approval before authorising the release of the Samples for disposal to an approved waste courier or broker.
4.3 Biofortuna will ensure the Samples are appropriately autoclaved and incinerated via approved suppliers.
4.4 Biofortuna will provide the Customer with paperwork to confirm that Samples have been appropriately disposed of.
4.5 In any event, Biofortuna will have no liability for the Samples or regulatory paperwork once

NorthGene™ – Terms And Conditions For The Supply Of Cell Line Testing Services

V2.1 December 2024

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 7 LIMITATION OF LIABILITY

1 INTERPRETATION

THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.

1.1 Definitions
Affiliate: any person(s) which (i) Controls the relevant other person; or (ii) is Controlled by such relevant other person; or (iii) is Controlled by such person(s) as is referred to in (i), but only whilst such person(s) so Controls or is so Controlled.
Applicable Laws: any applicable law, enactment, regulation, and regulatory policy, guideline, requirement and industry code of any applicable governmental, regulatory, supervisory or other competent authority (including good practice codes).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 2.
Contract: the contract between Biofortuna and the Customer for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person who purchases the Services from Biofortuna.
Customer Default: has the meaning set out in clause 4.7.
Deliverables: any deliverables, materials, Reports or documents provided, or to be provided, (or in respect of which Services are to be provided) or made available by Biofortuna to Customer in relation to this Agreement as may be more particularly described as being required to be delivered in or pursuant to the Order; for the avoidance of doubt, “Deliverables” does not include any document (in whatever form and whatever media) produced by or on behalf of Customer or Customer employees, agents or other contractors.
Fees: the fees payable by the Customer for the supply of the Services in accordance with clause 5.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. The Intellectual Property Rights in any Customer Sample shall remain with the Customer.
Order: the Customer’s order for Services as set out in the Customer’s written acceptance of Biofortuna’s Project Proposal, Project Plan, Quotation, Sample Submission Form as the case may be or as otherwise accepted by Biofortuna pursuant to clause 2.3.
Sample: includes any biological material, chemical reagent or consumable or other material or sample passed to Biofortuna by or on behalf of Customer for the Services in accordance with the Contract.
Services: the Services supplied by Biofortuna to the Customer, including any Deliverables, as set out in the Project Proposal, Project Plan, Quotation, Sample Submission Form as the case may be.
Supplier: Biofortuna Limited registered in England and Wales with company number 06514391 (Biofortuna). NorthGene™ and Cryoniss™ are trading names of Biofortuna.

1.2 In these Conditions, unless the context requires otherwise:
1.2.1 any headings to any clauses in these Conditions are included for convenience only and will have no effect on the interpretation of the Conditions
1.2.2 a reference to a party includes that party’s personal representatives, successors and permitted assigns
1.2.3 a reference to legislation (including any subsidiary legislation) includes any modification, amendment, extension, consolidation, re-enactment and/or replacement of such legislation in force from time to time
1.2.4 a reference to a person includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns
1.2.5 any words that follow includes and including or any similar words and expressions will be construed as illustrative only and will not limit the sense of any word, phrase, term, definition or description preceding those words
1.2.6 a reference to writing or written includes any method of reproducing words in a legible and non-transitory form, including email and
1.3 If there is a conflict between the Conditions and the Order, the Conditions will prevail unless the Order references any specific provision in the Conditions which it is amending following written agreement of the parties that the amendment in the Order is amending only that specific provision and only with respect to Services performed pursuant to such Order. If there is a conflict between the Conditions and the Storage Terms or the Order and the Storage Terms, the Storage Terms shall prevail.

2 APPLICATION OF THESE CONDITIONS

2.1 These Conditions apply to and form part of this Contract between Biofortuna and Customer. They supersede any previously issued terms and conditions of purchase or supply relating to the Services. Each Order by Customer to Biofortuna will be an offer to purchase Services subject to these Conditions only and the Order shall form part of this Contract in addition to these Conditions. No terms or conditions endorsed on, delivered with, or contained in Customer’s purchase conditions, order, confirmation of order, specification or other document will form part of this Contract, except to the extent that the parties otherwise agree in writing.
2.2 Except as in accordance with these Conditions, no variation of these Conditions or to an Order be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each party.
2.3 Biofortuna may accept or reject an Order at its discretion. An Order will not be accepted, and no binding obligation to supply any Services will arise, until the earlier of:
2.3.1 Biofortuna written acceptance of the Order or
2.3.2 Biofortuna performing the Services or notifying Customer that they are ready to be performed (as the case may be).
2.4 Biofortuna have the right to reject any Sample at its discretion and will quarantine any such sample and contact Customer.

3 SERVICES

3.1 An Order will specify the details of the Services to be provided.
3.2 Biofortuna will use reasonable endeavours to provide the Services for the period required.
3.3 The Services will be deemed performed on completion of the performance of the Services and submission of a written report if specified in the Order.
3.4 Biofortuna shall use reasonable endeavours to perform the obligations under this Agreement within any timescales set out in this Agreement. However, subject to clause 7.1, Biofortuna shall not have any liability for any delays or failures to accurately perform those obligations:
3.4.1 if Biofortuna have used those endeavours or
3.4.2 if those delays or failures are caused by any failure or delay on your part or on the part of your employees, agents or subcontractors or by any breach by you of this Agreement or any other agreement.
Time shall not be the essence of the Contract relating to any Services.
3.5 Biofortuna do not warrant that the Services will meet the Customer individual requirements. Biofortuna are not responsible for any people, equipment, deliverables or services that Biofortuna are not expressly stipulated to provide in this Agreement. The Customer is responsible for any people, equipment, deliverables and services that Customer needs to obtain from someone other than Biofortuna. Except for any matter in relation to which is specifically agreed to in writing to advise or do, Biofortuna shall not be responsible, or have any liability (subject to clause 7.1) for advising on, or failing to advise on, or doing, or failing to do, anything else.
3.6 Biofortuna will not be liable for any delay in, or failure of, performance caused by Customer’s failure to:
3.6.1 provide the Sample(s) as agreed or
3.6.2 provide Biofortuna with adequate instructions for performance or otherwise relating to the Services.
3.7 Biofortuna shall be responsible for the provision of the Services only. Customer shall be responsible for any decision or implementation by Customer and Customer employees, agents and other contractors relating to any advice, recommendation or course of action that Biofortuna propose in the provision of the Services, and, subject to clause 7.1, Biofortuna shall have no liability for the results of such decision or implementation.
Due to the nature of the Services provided, it is not uncommon for there to be a slippage in time. If there is any slippage in time, Customer shall be advised of such delays, and Biofortuna shall use reasonable endeavours to reschedule delayed tasks to a mutually convenient time.
3.8 If Biofortuna are delayed or hindered in providing any Services as a result of any breach, delay or failure by Customer to perform any of Customer obligations under this Agreement or of any other agreement between the parties, then Biofortuna may charge additional Fees at its then current rates for:
3.8.1 any time reasonably incurred as a result of the hindrance or breach (including any wasted time for which Biofortuna had anticipated that personnel would provide Services under this Agreement but become unable to provide the Services at that time as a result of Customer act or omission) and
3.8.2 any time that Biofortuna were going to spend in providing the Services, in addition to the time actually invested in providing the Services.
3.9 Subject to clause 7.1, Biofortuna shall have no liability if the Services differ from the Order as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
3.10 Except where expressly stated in this Agreement, Biofortuna exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Services.

4 CUSTOMER OBLIGATIONS

4.1 Customer shall (and, where, appropriate, Customer shall ensure that Customer employees, agents and other contractors shall):
4.1.1 ensure that the terms of the Order and any instructions provide to Biofortuna for the Services, are complete and accurate
4.1.2 fully, frequently and promptly update Biofortuna as to progress with use of the Services generally, and Customer activities and developments generally, including reporting on any concerns, issues, queries or comments that need to be resolved or discussed
4.1.3 ensure that Customer employees, agents and subcontractors fully co-operate with, and make themselves available at all reasonable times for discussion and meetings with Biofortuna and Biofortuna employees, agents and subcontractors to enable Biofortuna to fully, accurately and promptly perform its obligations under this Agreement
4.1.4 promptly provide to Biofortuna such data, information and assistance that will enable Biofortuna to carry out fully, accurately and promptly its obligations under this Agreement
4.1.5 take all care and assume all responsibility with using, instructing or employing any third parties (including other service providers) recommended or referred by Biofortuna
4.1.6 promptly comply with all of Biofortuna reasonable requests in connection with this Agreement
4.1.7 have all rights, permissions and consents to enter into, and perform Customer obligations under, this Agreement and
4.1.8 comply with all applicable laws, statutes, regulations and byelaws in relation to the exercise of Customer rights and performance of Customer obligations under this Agreement and inform Biofortuna of any particular Compliance Obligations.
4.2 It is Customer responsibility to ensure that the Services are sufficient and suitable for your purposes and meet Customer requirements.
4.3 Biofortuna shall not be responsible or, subject to clause 7.1, have any liability for any failure to provide the Services to the extent caused by Customer failure to comply with this Agreement.
4.4 It is Customer responsibility to ensure that:
4.4.1 any decision or implementation made by Customer and Customer employees, agents and other contractors as a result of any advice, recommendation or course of action proposed in the provision of the Services is made in Customer best interests and
4.4.2 the process of making such decision or implementation by Customer and Customer employees, agents and other contractors is made in compliance with Customer relevant risk strategy;
and Customer bears absolute responsibility and liability for the consequences of any such decision or implementation.
4.5 It is Customer responsibility to ensure that Customer and Customer employees, agents and other contractors have in place the correct license to use any equipment and communications links before Biofortuna provide the Services, and to provide Biofortuna with the data required to enable it to properly provide the Services. If Customer does not meet these responsibilities, subject to clause 7.1, Biofortuna shall not be responsible or have any liability for any failure to provide the Services to the extent caused by Customer failure or for any reason caused by any third party.
4.6 Customer will indemnify, and keep indemnified, Biofortuna from and against any losses (including but not limited to any direct or indirect consequential losses, loss of profit, loss of reputation and all interest and penalties), damages, liability, costs (including legal and other professional fees) and expenses incurred by Biofortuna as a result of or in connection with:
4.6.1 Customer’s breach of any of Customer’s obligations under this Contract
4.6.2 Samples not complying with all Applicable Laws
4.6.3 Any failure of the Customer to follow any laws, instructions, rules, guidance, advice or requirement in relation to the Services or any of them set out, provided or mandated by Biofortuna.
4.7 If Biofortuna is delayed or hindered in providing any Services as a result of any breach, delay or failure by Customer to perform any of its obligations under this Agreement (Customer Default) then, notwithstanding any other rights or remedies which are available to Biofortuna pursuant to this Agreement or otherwise, Biofortuna may charge Customer its fees for:
4.7.1 any time incurred as a result of such delay, hindrance or breach (including any wasted time for which Biofortuna had anticipated that its personnel would provide Services pursuant to an Order but become unable to provide the Services at that time as a result of Customer’s act or omission) and
4.7.2 any time that Biofortuna were going to incur in providing the Services, in addition to the time Biofortuna actually incur in providing the Services.
4.8 Customer will have in place contracts of insurance with reputable insurers to cover its obligations under these Conditions. On request, Customer will supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable.

5 FEES

5.1 Customer will pay Biofortuna the applicable Fees. The Fees are quoted exclusive of any applicable VAT, or other sales, import or export duties or taxes (if applicable) which shall be payable in addition at the same time as payment of any sums due.
5.2 Biofortuna may reasonably increase the Fees at any time by giving Customer not less than 20 Business Days’ written notice and with immediate effect by written notice to Customer and Customer’s written approval where there is an increase in the direct cost to Biofortuna of supplying the relevant Services which is due to any factor beyond the control of Biofortuna. Any such increase will apply to any Services to be performed on or after the date of the applicable notice.
5.3 Biofortuna may invoice Customer on or prior to the commencement of the Services.
5.4 Customer will pay all invoices in cleared funds within 30 calendar days of the date of each invoice. No payment shall be considered paid until Biofortuna have received it in cleared funds in full.
5.5 Where sums due under these Conditions are not paid in full by the due date Biofortuna may, without limiting its other rights, charge interest on such unpaid sums at 5% a year above the base rate of the Bank of England from time to time in force. In the event the Bank of England base rate is 0% or lower then the applicable interest shall be 5%. Such interest will accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment. Biofortuna may remove any discounted rates applied to Customer from the unpaid invoices and from future invoices.
5.6 Where sums due under these Conditions are not paid in full by the due date Biofortuna may, without limiting its other rights:
5.6.1 recover costs and expenses and charges (including legal and debt collection fees and costs) in collecting the late payment and
5.6.2 suspend performance of this Agreement until payment in full has been made.
5.7 Customer will pay all sums that it owes to Biofortuna under this Contract without any set off, counterclaim, deduction or withholding of any kind, except where Customer is required by law to make such deduction or withholding, in which event Customer will in addition pay to Biofortuna such amount as will result in the net amount received by Biofortuna being equal to the amount which would have been received by Biofortuna had no such deduction or withholding been made.
5.8 Biofortuna may set-off under this Contract any liability which it has or any sums which it owes to Customer under this Contract or under any other contract which Biofortuna has with Customer.
5.9 Any deposit paid by the Customer for any Services shall be non-refundable.

6 RISK AND RESPONSIBILITY FOR SAMPLES

6.1 Responsibility for any Sample will remain with Customer until Biofortuna confirms receipt and acceptance of it. Biofortuna will not be liable for any damage or destruction of a Sample prior to its receipt or acceptance of it.
6.2 Subject to clause 7.6 of these Conditions, Biofortuna shall be responsible for the provision of the Services only. The Customer shall be responsible for any decision or implementation by the Customer and its employees, agents and other contractors relating to any advice, recommendation or course of action that we propose in the provision of the Services, and, subject to clause 7.2 of these Conditions, we shall have no liability for the results of such decision or implementation.
6.3 Subject to clauses 3.6, 6.2 and 7.6 of these Conditions, Biofortuna will indemnify, and keep indemnified, Customer from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Customer as a result of or in connection with Biofortuna breach of any of Biofortuna obligations under this Contract relating to the Services.

7 LIMITATION OF LIABILITY

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

7.1 The extent of the parties’ liability under or in connection with this Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) will be as set out in this clause 7.
7.2 Nothing in this Contract limits any liability which cannot legally be limited including liability for:
7.2.1 death or personal injury caused by negligence
7.2.2 fraud or fraudulent misrepresentation
7.2.3 any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.
7.3 Subject to clauses 7.2 and 7.4, a party shall not be liable under the Contract for any:
7.3.1 loss of profits
7.3.2 loss of sales or business
7.3.3 loss of agreements or contracts
7.3.4 loss of anticipated savings
7.3.5 loss of use or corruption of software, data or information
7.3.6 loss of or damage to goodwill
7.3.7 indirect or consequential loss
7.4 The limitations of liability set out in clause 7.3 will not apply in respect of any indemnity given under this Contract.
7.5 Subject to clause 7.2, Biofortuna shall have no liability if the Services or any of them differ from the description in the Order or as otherwise agreed by the Parties as a result of any change made to ensure they comply with applicable statutory or regulatory requirements.
7.6 Subject to clause 7.2 the total liability of Biofortuna to the Customer, including its liability for any indemnity given by Biofortuna under this Contract, shall not exceed a sum equal to the total Fees paid by the Customer to Biofortuna for the Services performed by Biofortuna against the Order applicable to the Customer’s claim.
7.7 Notwithstanding the total liability set out in clause 7.6, in the event that the Customer would like to extend the limitation of liability in clause 7.6 then the Customer shall notify Biofortuna who may then accept an extended liability to a level agreed in writing prior to the Contract being entered into, upon payment by the Customer of the cost of a single insurance premium (if such an insurance policy is available).

8 CONFIDENTIALITY

8.1 Both parties (each a Disclosing Party and a Recipient as the context requires) will keep confidential all Confidential Information of the other party and will only use the same as required to perform the Contract. The provisions of this clause 8.1 will not apply to:
8.1.1 any information which was in the public domain prior to its disclosure or having been made available by the Disclosing Party
8.1.2 any information which comes into the public domain other than as a consequence of any breach of this Contract or any related agreement by the Disclosing Party
8.1.3 any information which is independently developed by the Recipient without using or reference to any information supplied by the Disclosing Party or
8.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract, but then in each case only to the extent of making such required disclosure, provided that before a party discloses any such information, the party will (to the extent permitted by law) give the impacted party as much prior notice of the requirement for and contents of such disclosure as is practicable.
8.2 Neither party will make any public announcement or disclose any information regarding the Contract, except to the extent required by Applicable Law or other disclosure required by listing authorities or in the course of diligence being performed under confidentiality by any prospective investor.
8.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

9 FORCE MAJEURE

9.1 Subject to clause 9.3 below, a party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure.
9.2 If, due to Force Majeure, a party:
9.2.1 is or will be unable to perform a material obligation or
9.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or a total of more than 30 days in any consecutive period of 60 days
the other party may, within 30 days, terminate this Contract on immediate notice.
9.3 Clause 9.1 of these Conditions shall not apply to the Customer’s obligation to pay Fees.

10 TERMINATION

10.1 Either party may terminate this Contract at any time by giving the other party not less than three month’s written notice. Customer acknowledges that three months is sufficient time to find an alternative arrangement.
10.2 Biofortuna may terminate this Contract immediately upon written notice to Customer if Customer has failed to pay any amount due under this Contract on the due date and such amount remains unpaid 30 calendar days after Biofortuna has given written notice to Customer that the amount is overdue.
10.3 Either party may terminate this Contract immediately upon written notice to the other party if:
10.3.1 the other party commits a material breach of Contract and such breach is not remediable
10.3.2 the other party commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 30 days of receiving written notice of such breach
10.3.3 any consent, license or authorisation held by a party is revoked or modified such that the party is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled
10.3.4 a party stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so or is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the other party reasonably believes that to be the case, or becomes the subject of a company voluntary arrangement under the Insolvency Act 1986, or has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income, or has a resolution passed for its winding up, or Customer has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it, or is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced, or has a freezing order made against it, or is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items, or is subject to any events or circumstances analogous to those in this clause 10.3.4 in any jurisdiction
10.3.5 a party takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clause 10.3.4, including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
10.4 The right of a party to terminate this Contract pursuant to clause 10.3.5 will not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.
10.5 If Customer becomes aware that any event has occurred, or circumstances exist, which may entitle Biofortuna to terminate the Contract under this clause 10, it will immediately notify the Biofortuna in writing.
10.6 Termination or expiry of this Contract will not affect any accrued rights and liabilities of the parties at any time up to the date of termination.
10.7 On termination or expiry of this Contract Biofortuna, where applicable, will return the Samples to Customer, subject to the Sample Storage Terms, at Customer’s expense (including any Biofortuna arrangement and administration fees).
10.8 Where the Contract has been terminated by Biofortuna in accordance with clause 10.2, Biofortuna may dispose of any Customer Samples after 30 calendar days following written notice of termination being given to the Customer. Any costs of Sample disposal will be recharged to the Customer ((including any Biofortuna arrangement and administration fees).
10.9 The following will continue to be enforceable notwithstanding the expiration or termination of this Contract:
10.8.1 Clauses 3.6, 4.6, 5, 6 (to the extent of any unpaid Fees and Services provided post such expiry or termination), 7, 8, 13 and 14 and
10.8.2 any clauses of this Contract not listed in clause 10.8.1 which expressly or impliedly have effect after termination and
10.8.3 any clauses of this Contract reasonably required for the interpretation of the clauses referred to in clauses 10.8.1 and/or 10.8.2.
10.9 Biofortuna may terminate this Contract in the event it considers (acting reasonably) that the actions of Customer are to the detriment of Biofortuna such that it puts at risk Biofortuna reputation by association with Customer.

11 NOTICES

11.1 Any notice given by a party under this Contract will:
11.1.1 be in writing and in English
11.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email) and
11.1.3 be sent to the relevant party at the address set out in the Order.
11.2 Notices may be given, and are deemed received:
11.2.1 by hand (including by courier): on receipt of a signature at the time of delivery
11.2.2 by post: at 09.00 local time of the recipient on the fourth Business Day after posting and
11.2.3 by email, except for a notice to terminate the Contract: at the time of sending as evidenced by the sender’s computer system.
11.3 Any change to the contact details of a party as set out in this Contract will be notified to the other party in accordance with clause 11.1 and will be effective:
11.3.1 on the date specified in the notice as being the date of such change or
11.3.2 if no date is so specified, four Business Days after the notice is deemed to have been received.
11.4 This clause 11 does not apply to notices given in legal proceedings or arbitration.

12 MISCELLANEOUS

12.2 The rights and remedies provided in this Contract for Biofortuna only are cumulative and not exclusive of any rights and remedies provided by law.
12.3 Unless stated otherwise, references to times of the day in the Contract are to the time in London, England.
12.4 Customer will at the request of Biofortuna, and at Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to this Contract.
12.5 This Contract constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
12.6 Each party acknowledges that it has not entered into this Contract in reliance on, and will have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party will have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract. Nothing in this Contract purports to limit or exclude any liability for fraud.
12.7 No variation of this Contract will be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, Biofortuna.
12.8 Customer may not assign any right or obligation under this Contract, in whole or in part, without Biofortuna prior written consent, such consent not to be unreasonably withheld or delayed , provided, however, without requiring such consent, either party may assign this Contract to any of its Affiliates or in connection with the transfer or sale of all or substantially all of its assets or business or of the assets to which the Contract refers.
12.9 Notwithstanding clause 12.7 Customer may perform any of its obligations and exercise any of its rights granted under this Contract through any Affiliate provided that it gives Biofortuna prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. Customer acknowledges and agrees that any act or omission of its Affiliate in relation to Customer’s rights or obligations under this Contract will be deemed to be an act or omission of Customer itself.
12.10 The parties are independent persons and are not partners, principal and agent or employer and employee and this Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties will have, nor will represent that they have, any authority to make any commitments on the other party’s behalf.
12.11 If any provision of this Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question will apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties will negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
12.12 No failure, delay or omission by Biofortuna in exercising any right, power or remedy provided by law or under this Contract will operate as a waiver of that right, power or remedy, nor will it preclude or restrict any future exercise of that or any other right, power or remedy.
12.13 No single or partial exercise of any right, power or remedy provided by law or under this Contract by Biofortuna will prevent any future exercise of it or the exercise of any other right, power or remedy by Biofortuna.
12.14 Customer will pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Contract (and any documents referred to in it).
12.15 A person who is not a party to the Contract will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of t this Contract.

13 GOVERNING LAW

This Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England.

14 JURISDICTION

The parties irrevocably agree that the courts of England will have jurisdiction to settle any dispute or claim arising out of, or in connection with, this Contract, its subject matter or formation (including non-contractual disputes or claims), save that nothing will prevent either party from seeking injunctive relief or enforcing a judgment of the English courts in any appropriate jurisdiction.