Service terms

Translation for convenience. This English text is provided to help English-speaking readers. Only the French version, Conditions de prestation, is legally binding; in the event of any discrepancy, the French text prevails.

1. Scope and definitions

1. These General Terms of Sale (the "G.T.S.") apply to all services performed by Gencovery, and in particular to research services and consulting services (the "Services"). They also apply to every request for a quotation made by the Client and form an integral part of any quotation (the "Quotation") issued by Gencovery. "Client" means any natural or legal person receiving a Service and to whom the Quotation is addressed. "Contract" means the Quotation issued by Gencovery and accepted by the Client, governed by these terms. "Gencovery" means Gencovery S.A.S., whose registered office is at 23 rue Crépet, 69007 Lyon, France.
2. Only the provisions contained in the Contract, the Quotation, the G.T.S. and any document expressly incorporated therein by reference are binding on Gencovery, unless Gencovery has expressly agreed in writing to be bound by other terms. No term contained in the Client's requests for quotation, orders or any other document issued by the Client shall bind Gencovery, even where Gencovery has not expressly rejected it.
3. No Quotation, nor any amendment to it or to the Contract, shall bind Gencovery unless Gencovery has expressly agreed to it in a signed writing.
4. Should any provision of the Contract prove void, unenforceable or contrary to law, in whole or in part, the remaining provisions shall remain unchanged. The Client and Gencovery shall confer in order to agree on a replacement clause.
5. Specific provisions of a Quotation, and those agreed in a writing signed by both parties, which conflict with the G.T.S. prevail over the corresponding provisions of the G.T.S.

2. Prices, quotations, payment terms and invoicing

1. Gencovery's offers and quotations are binding for thirty (30) days from the date the Client receives them. Gencovery's contractual obligations are exhaustively listed in the Contract. It is for the Client to ensure that the material and organisational conditions required to carry out the Service are met — in particular qualified personnel and a suitable environment. Where the Service must comply with specific standards or include particular arrangements, notably for the safety of persons and property, or for use outside mainland France, the Client alone bears the responsibility and the cost of the necessary additions, modifications or authorisations.
2. Any request to modify the Quotation once it has already been acted upon requires a fresh agreement from Gencovery. No request for modification may be considered if it is made after the Service has begun. Any termination or cancellation of the Contract by the Client entails compensation for all costs already incurred.
3. In the case of a contract of indefinite duration, or of delays attributable to the Client, Gencovery reserves the right to adjust prices and undertakes to notify the Client within a reasonable time so that the Client may, if appropriate, terminate the Contract. Prices are exclusive of VAT.
4. A deposit of 50 % of the price is invoiced when the Service starts, the balance on its completion. Interim invoicing may be agreed with the Client. Invoices are payable no later than thirty (30) days after issue. The Client may not defer payment, including in the event of a difference of interpretation regarding a deliverable or of a dispute.
5. In the event of late payment, penalties become due on the day following the payment date shown on the invoice, set at three (3) times the statutory interest rate, and in any event no less than ten per cent (10 %), plus a fixed recovery indemnity of forty euros (€40).

3. Collaboration between the Client and Gencovery — non-solicitation

1. The Client undertakes to co-operate with Gencovery and to make available the information and materials required to carry out the Service, in sufficient quantity and quality. At the end of the Service, at the Client's request and expense, Gencovery will return or destroy unused materials. The Client warrants that the use of such information and materials does not infringe any third-party intellectual property rights, and that the materials — in particular biological materials — were lawfully obtained.
2. It is the Client's sole responsibility to draw on its internal skills, or on third parties of its choosing, to define its requirements.
3. For the duration of the Service and for twelve months after it ends, the Client undertakes not to employ, directly or indirectly, any Gencovery staff member assigned to performing the Services. Failing this, the Client undertakes to pay Gencovery an indemnity equal to the total gross remuneration paid to that staff member over the six months preceding their departure.

4. Safety and environment

1. The Client acknowledges having received from Gencovery all advice and information necessary concerning the Service offered.
2. The Client provides Gencovery with all information relating to safety, security or the environment concerning the products or materials entrusted to it and their processing. The information provided does not limit the Client's liability. In the event of a breach of these obligations, Gencovery is entitled to terminate the Contract, the resulting costs and liabilities remaining with the Client.
3. The Client assumes full responsibility for the consequences of the measures it has decided to take, or not to take, in matters of safety, security and the environment.

5. Performance, delivery and timescales

1. The dates and timescales set out in the Quotation are indicative.
2. The Service is carried out on Gencovery's software platform (the "Platform").
3. Results may be transferred to the Platform as the work proceeds. Access is opened to the Client so that it may consult its results. In the event of conflict, the terms of this Contract prevail over the Platform's terms of use.
4. Risk transfers on delivery. Title to the results passes on payment of the price in full.

6. Change in regulations

1. The Client acknowledges that performance of the Services is subject to the laws and regulations in force, which may change.
2. Such changes entitle Gencovery to pass the costs of compliance on to the Client.

7. Liability

1. Save for personal injury, Gencovery's liability is limited, by express agreement and in all cases, to the price excluding tax paid for the Service.
2. Gencovery is in no event liable for indirect damages, including without limitation: loss of data, loss of use of premises or equipment, loss of goodwill, loss of business, loss of revenue or wages, financial loss, loss of earnings, loss of anticipated savings, loss of profit or of customers, nor for events of force majeure.

8. Confidentiality, intellectual property and data

1. All information exchanged under the Contract, whether written or oral, is confidential and must not be disclosed to any third party without prior written agreement, for five (5) years following its disclosure. It is used solely for the purpose of performing the Service and disclosed only to those employees who need it. Disclosure of information by one party confers on the other no right whatsoever over the matters, inventions or discoveries to which it relates, nor over trade marks, trade secrets, know-how and other intellectual property rights. The Client expressly authorises Gencovery to mention the existence of the partnership for institutional, commercial or promotional communication purposes: name, logo and, where applicable, a general description of the project or of the Services performed, in its communication materials (presentations, website, social media, commercial brochures, tender responses, activity reports). Gencovery undertakes not to disclose confidential or strategic information relating to the Client without its prior written agreement. The Client may at any time object to a specific communication by sending a reasoned written request to [email protected]; Gencovery will withdraw or amend the communication concerned within a reasonable time.
2. Gencovery's background knowledge remains its property, and no access to it confers any right on the Client. By background knowledge the parties mean all inventions whether patentable or not, patented or not, technologies and information of any kind, products, materials, methods, processes, technical information, data, knowledge, experience, know-how and software held or developed by Gencovery before the Contract began or in parallel with it.
3. Unless the Contract states otherwise, ownership of the results of the work carried out under the Service (the "Results") is transferred to the Client, together with the intellectual property rights attached to them. The methodologies, methods and know-how developed by Gencovery in performing the Service remain its property and it may freely exploit them, including for another client. Any publication by Gencovery of the results obtained is subject to the Client's prior approval. Commercial references are governed by article 8.1.
4. The Results are accessible on the Platform for one (1) month after the end of the Service, during which time the Client may retrieve them at no additional cost. This access does not confer any right to the Platform's other functionalities. After that period, access is subject to the corresponding hosting charges.

9. Termination

1. The Contract may be terminated as of right by either party where the other fails to perform one or more of its obligations. Termination takes effect thirty (30) working days after a registered letter with acknowledgement of receipt setting out the grounds has been sent, unless the defaulting party has met its obligations within that period.
2. Exercising this right does not release the defaulting party from the obligations entered into up to the effective date of termination. The complaining party is entitled to compensation for the loss suffered as a result of early termination.
3. The provisions of article 8 remain in force notwithstanding expiry or termination of the Contract, on whatever grounds.

10. Insurance

1. Gencovery takes out and maintains the insurance policies necessary to cover its obligations.
2. Gencovery undertakes to provide the Client with its certificates of insurance within a reasonable time, on request.

11. Subcontracting and assignment

1. Save with the Client's prior written agreement or where the Contract states otherwise, Gencovery is not authorised to subcontract all or part of the Service.
2. Gencovery will not assign any Contract or any right arising from it without the Client's prior written agreement. This obligation does not apply in the event of a change of control of Gencovery.

12. Jurisdiction and governing law

1. Every Contract is governed by and construed exclusively in accordance with the laws in force at the place of Gencovery's registered office.
2. Any dispute falls exclusively within the jurisdiction of the competent courts of the place of Gencovery's registered office.

13. Platform licence

1. Open source licence. The Platform's software core is distributed under the GNU General Public License version 3.0 (or later). This choice guarantees the lasting ability to reuse components and data, together with the freedom to share and modify the software.
2. Commercial licence. An alternative commercial licence is offered to Clients whose intended use is incompatible with the obligations of the GNU GPL v3, in particular its reciprocity obligations. Its terms are the subject of a separate agreement.
3. Gencovery's background knowledge referred to in article 8.2 — in particular software components developed before or in parallel with the Contract — remains its property, whatever licence is chosen for the core.