Terms & Conditions - USA

Silliker, Inc - General Terms and Conditions for Services 

These General Terms and Conditions including the Appendix T&Cs (collectively the “T&Cs”) shall govern the relationship between Silliker, Inc. (“Silliker”) and the Customer (“Customer”) for the provision of certain Services (as defined below). The T&Cs include and hereby incorporate by reference each of the Appendix T&C which are specified in the applicable Quotation or would otherwise reasonably be understood to apply to the Services by reason of the description of the Services set forth therein.

1. Definitions

Appendix T&Cs” means each appendix to these T&Cs (collectively, the “Appendix T&Cs”) that sets forth additional terms and conditions applicable to the particular Services identified in such Appendix T&Cs and contracted for under a Quotation.

"Application Dashboard" means an online user interface used to access a Software Application, organize and display Customer information generated by, uploaded to or stored within any Software System.

"Application Platform" means the host system, internet infrastructure and services platform and any other communication systems, network connections and interfacing capabilities used by Silliker in order to enable the provision of a Software Application.

Area of Origin” means the country or affiliated group of countries for purposes of applicable Privacy Legislation where Customer is located or from which any personal data processed or handled in connection with the Services originates or is first uploaded or otherwise transferred to Silliker.

Claims” means any claims, demands, costs, (including but not limited to reasonable attorneys’ fees) or other cause of action, collectively.

Contract means the contract for Services between Silliker and Customer consisting as an indivisible whole of (i) these T&Cs (including all applicable T&Cs Appendix) and (ii) the Quotation, and, if applicable, any specifications referenced or incorporated therein.

Crisis Situation” means any incident or series of incidents involving the quality of Customer’s products or services or the integrity of its production facilities and processes that cause or are likely to cause a disruption of or other significant negative impact on Customer’s business through no fault of Silliker.

Customer Content” means data, reports, test result, certificates, documents, protocols, methods, samples, materials, or other information provided to Silliker in any form or uploaded to any Software System by or on behalf of Customer, but expressly excluding any Confidential Information of Silliker.

"Database" means a collection of data, information or other independent elements, systematically or methodically arranged and separately accessible.

Deliverables” means the outcome of any Services performed by Silliker (except for the provision of Software Applications or the Database including its data).

Developments” means a modification, improvement, or update to a Software System.

"Intellectual Property Rights" means patents, patent applications or derivative rights, utility certificates, copyrights (including such rights in computer software and datasets), Database rights, trademarks, trademark applications, trade names, trade secrets, methods, designs, know-how, domain names, Software related rights and other proprietary rights.

Laws” means all international, federal, state, and local laws, rules, and regulations. 

Litigation Support” means any of the following actions taken by Silliker other than in the ordinary course of performing the Services as contemplated under the Contract: make disclosures, provide or submit documents or records or certifications, give testimony, produce other materials or analyses (including Deliverables and Service Reports), or provide support or otherwise become involved in any third-party dispute, litigation, negotiation, governmental or administrative process or proceeding or other transaction.

Quotation” is any written (project) proposal, offer, or agreement that sets out in reasonable detail the specific Services to be provided to Customer by Silliker or its agents.

Privacy Legislation” means all applicable Laws pertaining to the processing and handling of personal data in all pertinent jurisdictions, in particular the General Data Protection Regulation (GDPR) (EU) 2016/679.

Retention Period” means the period of time beginning on the date the Services are performed and continuing for five (5) years thereafter, or such period of time as is otherwise required by applicable Law for the retention of records pertaining to the Services. 

Service Report” means the agreed upon form in which Deliverables are provided by Silliker to Customer. 

Services” means the services to be provided to Customer by Silliker or its agents pursuant to the Contract, which may include, the provision by Silliker of access to and use of the Software and/or Database.

"Software" means an organized and structured set of instructions or symbols, directly or indirectly, capable of performing or obtaining a predefined function, task or result by means of an electronic information processing system. The term Software identifies any firmware, source code, protocol, development kit, library, documents, standard, form, architecture, language relating to the said Software.

"Software Application" means the Software and its related Database.

"Software System" means, collectively, any Software Application, the related Application Dashboard and Application Platform.

Third Party Content Providers” means any and all persons or entities authorized by Customer to provide Customer Content.

2. Scope

2.1 Customer agrees that when Customer signs (including by electronic signature) or submits a Quotation or otherwise uses or engages Silliker to provide Services, as the context requires, a Contract will be formed between Customer and Silliker for the provision of the Services, and the provision of the Services will be governed exclusively by such Contra Where applicable, additional terms and conditions regarding the use by Customer of Software or the Database including any data may apply. These license arrangements can be found in the Digital Tools Appendix.

2.2 All Quotations entered into between Customer and Silliker are irrevocable unless Silliker agrees otherwise in writing, including per email.

2.3 If for any reason a Quotation is not signed by Customer, Silliker is entitled to assume that a valid Contract pertaining to the subject matter of the Quotation has been formed when any conduct by Customer or Customer’s agents recognizes the acceptance of the Quotation and the existence of the Contract, including but not limited to (i) Customer or its suppliers providing samples or access to samples, facilities or other materials to Silliker for analysis, (ii) acceptance by Customer of the performance of any Service by Silliker for the benefit of Customer, (iii) performance by Customer of any registration or login operations required to access or use the Software Applications, and/or payment by Customer of the service fees defined in the Quotation.

2.4 Once formed, the Contract replaces all negotiations, representations or agreements, written or oral, with the same purpose between Customer and Silliker. In the event of any inconsistency, (i) the Quotation will prevail over Appendix for Digital Tools if applicable or Appendix for Consultancy services, (ii) and Appendix for Digital Tools or Appendix for Consultancy services will prevail over these general T&Cs. For the avoidance of doubt, under no circumstances will the Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any Quotation, purchase order or other document govern the Contract or be binding on Silliker in any way whatsoever.

2.5 Nothing in these T&Cs prevents Silliker from providing services similar to the Services to other clients, including potential competitors of the Customer.

3. Silliker Standard of Care

3.1 Silliker shall perform the Services in a professional manner, using a reasonable degree of care and skill and diligence as expected of a professional performing services of a similar nature to the Services and under similar circumstances, consistent with applicable practices, Laws, and specifications approved by both parties. 

3.2 The scope of the Services only covers areas expressly mentioned in the Contract. Thus, Silliker exercises its duty to advise, if necessary, only in strict compliance with the provisions of the Contract.

3.3 Silliker represents and warrants that it is a duly registered company and has the full right and authority to enter into and be governed by the Contract.

4. Service Reports and Deliverables

4.1 Upon completion of the Services or otherwise in accordance with the delivery schedule set forth in the applicable Quotation, Silliker shall deliver Deliverables and Service Reports to Customer in accordance with Silliker’s standard format and delivery method, or as otherwise specified in the Quotation. Communication of Deliverables and Service Reports by email, or other Software Application, via Customer’s online information portal, or through other digital means agreed upon between the parties shall constitute valid delivery of such Deliverables and Service Reports as of the date such information is sent, posted or otherwise transmitted by Silliker.

4.2 Once a Service Report has been fully paid for and both Parties have signed (including by electronic signature) the Contract, the Customer shall become the owner of Silliker’s Intellectual Property rights created specifically for the Service Report. The above-mentioned transfer of Intellectual Property rights applies without prejudice to Article 13 of these T&C. This means that Customer shall have no rights in or to any of Silliker’s Software, Database including any data and/or Software System or any background data used for the Service Report. Such background data can be part of the Service Report’s appendix and Silliker will grant Customer a license to use those data in accordance with the use purposes defined in the Quotation and/or Service Report

4.3 Any Service Report or Deliverables furnished by Silliker is furnished solely for the benefit of Customer. No Service Report may be distributed or reproduced by Customer except in its entirety, and Customer shall not at any time misrepresent the content of any Service Report, Deliverables, or other information received from or relating to Silliker or its work on behalf of, or its relationship with Customer. Customer may only use Service Reports in the context of Silliker’s project proposal as part of the Quotation. Customer acknowledges that Silliker cannot be held responsible or liable by Customer or any other of its agents for any damages or costs resulting from internal or public disclosure and/or advertising done by Customer or its agents for its products or services in relation to the Deliverables and Service Reports that is not covered by the scope of Silliker’s project proposal as part of the Quotation, through any medium whatsoever.

4.4 Silliker will communicate Deliverables such as Service Reports only to persons and/or entities (including third parties) stipulated by Customer, unless disclosure is otherwise required by Law or by applicable regulatory and/or certification bodies. Silliker is entitled to assume that such designated persons and/or entities are authorized to receive Deliverables such as Service Reports until Silliker is notified in writing otherwise.

4.5 Subject to applicable service charges set forth in Section 10.3 below, upon Customer's request Silliker shall reissue or amend any Service Report previously delivered to Customer, provided that any such changes are limited to corrections or updates to Customer-provided background information which do not in any manner alter or otherwise impact the Deliverables.

5. Disclaimers

5.1 The Deliverables and Service Reports are intended for use by persons having professional skill and training in the interpretation of such information. The Service Reports, Deliverables or other outcomes of Services provided by Silliker may be tools to assist Customer to address regulatory compliance or other legal issues, but Customer acknowledges and agrees that Silliker is not authorized to act as Customer’s legal counsel, and nothing set forth in such Service Reports and Deliverables and other outcomes of the Services is intended as legal advice or the legal opinions of Silliker. Silliker disclaims and assumes no responsibility, and Customer hereby waives and releases Silliker, its employees, agents and representatives from any and all liability resulting from Customer’s interpretation and/or use of any Deliverables or Service Reports that were properly rendered by Silliker in accordance with the Contract or Customer’s use or non-use of any Application Platform and any data or information in connection therewith.

5.2 Customer understands and agrees that Deliverables and Service Reports are, where applicable, based only upon the information, materials, facilities and operations Customer or its suppliers such as Third Party Content Providers provide or make available to Silliker, and Silliker shall have no liability (i) for any errors, deficiencies or omissions in any Services provided to Customer that are based on inaccurate or incomplete information provided to Silliker, or (ii) for application of the Deliverables to other products, materials, facilities or operations which were not made available to Silliker.

5.3 The Deliverables of the Services performed are not pre-determined or certain. The Deliverables are derived from scientific experiments, methods, assumptions, processes, observations, calculations and other analyses, each with an unknown outcome. Silliker does not guarantee, either express or implied, that the Deliverables will reflect the particular outcome desired by Customer or demonstrate required acceptance thresholds or other quality criteria set out by Customer for its products and/or business, and Silliker does not accept responsibility for failure of the Deliverables to meet such Customer expectations.

5.4 Customer agrees that Silliker reserves the right to instruct Customer to attach a suitable disclaimer text, as provided by Silliker, to the Services intended to be made available to its customers, such as Software or Service Reports. The disclaimer text notifies Customer's customers, among other things, that the Software Application, Software and Database including its data must be used in the correct context and that certain preconditions and limitations apply due to the used scientific methods, assumptions and the use of indicative results, and that Silliker cannot be held liable in relation to the use of the Software Application, Software and Database including its data.

5.5 Customer shall adhere to any applicable Laws, protocols, guidelines and other policies and good practices when it communicates or makes any claims, such as environmental footprint or sustainability claims, in relation to the Deliverables and Services Reports. Silliker cannot be held liable for such communications. Customer is not allowed to explicitly or implicitly refer to Silliker as a partner, or otherwise imply Silliker’s endorsement of Customer products or services, without Silliker’s prior permission in writing.

6. Customer’s acknowledgements and obligations

6.1 Customer represents and warrants that: 

(i)    it has full right and authority to enter into and be governed by the Contract;

(ii)   it has sufficient and reasonable commercial knowledge and experience with respect to all Laws related to its products and business, and Customer is in material compliance with all applicable Laws;

(iii)  all Customer Content to be provided to Silliker in connection with the Contract is free of any risk such as computer viruses or other harmful and/or illegal content and does not and will not infringe or otherwise violate any third party Intellectual Property rights or applicable Law; and

(iv)  Customer has all necessary authorizations, permissions, approvals and legal rights to provide the Customer Content for use by Silliker and storage in any applicable Software System.

6.2 Customer assumes all risk, costs and responsibility for and any legal liability arising out of or relating to (i) the compliance of Customer and its products and business and the compliance by any and all Third Party Content Providers under any and all applicable Laws, (ii) all decisions regarding which Services are required related to Customer’s products or business, (iii) Customer’s use of the Deliverables, Service Reports or Software Applications, (iv) Customer’s implementation of any action, including a withdrawal or recall of products based on the Deliverables, including interim or preliminary Deliverables, and (v) all Customer Content.

6.3 Customer shall allow Silliker’s employees, agents, and representatives access to its facilities and computer system as necessary to perform the Services and shall be responsible for providing a safe workplace and working conditions. Any hazardous or toxic materials to which Silliker’s employees, agents, or representatives may be exposed during the performance of the Contract shall be properly stored and labeled by Customer in accordance with applicable Laws and regulations.

7. Management of Customer Content and Materials

Within a reasonable period of time following submission of a written request (including per email) by Customer, Silliker shall deliver to Customer any Customer Content in its possession which is uploaded and stored by Customer within a Software System, subject to the payment of the related fees. Silliker will have the right to destroy or otherwise dispose of any and all Service Reports and Deliverables and other Customer Content and records relating to the Services in its possession, if these materials are not necessary for the performance of the Contract and/or Silliker has scientific research obligations to possess these materials.

8. Delivery, Performance Schedules and Turnaround Times

8.1 Delivery dates, performance schedules and milestones, and other turnaround times for Services shall be as specified in the Quotation.

8.2 Any delay for which Customer is responsible, including but not limited to delays in the delivery to Silliker of materials or information required for the performance of Services, failure to timely communicate requirements for Silliker personnel performing on-site Services, late payment of fees hereunder, or other lack of adequate cooperation, shall exempt Silliker from any possible commitment or liability regarding turnaround, schedules, milestones, or delivery times.

8.3 At least seven (7) days prior to any scheduled on-site visit by Silliker personnel to a Customer facility, Customer shall notify Silliker of any applicable health screening, vaccination, or other personal wellness requirements, limitations or restrictions for on-site visitors; provided, however, that if Customer is subject to a government mandate to implement any such requirements within a period of time that is less than seven (7) days, Customer shall notify Silliker of such requirements as soon as reasonably possible. If Customer fails to disclose such information to Silliker in a timely manner, and as a result, Silliker is unable to dispatch qualified personnel meeting Customer’s requirements to Customer’s site on the scheduled date, Silliker shall not be liable in any way for missed deadlines or turnaround times arising as a result of such delayed site visit.

9. Crisis Management Services and Other Support

9.1 If Customer experiences a Crisis Situation and requests Silliker’s assistance to manage or otherwise address such Crisis Situation, Silliker will designate certain of its personnel having expertise in the relevant area to (i) facilitate priority access for Customer to the applicable Services offered by Silliker (ii) to provide Deliverables of such Services and other updates and reports to Customer as needed throughout the Crisis Situation, and/or (iii) to provide such other expert guidance, advice and analysis as Silliker may be qualified to provide to assist Customer in the resolution of the Crisis Situation. Such services shall be considered to be outside of the Services set forth in the Quotation and will be subject to additional fees as specified in Article 10 below. 

9.2 If, for any reason other than improper performance by Silliker of the Services, Customer requests or otherwise causes (including by way of legal requirement) Silliker to provide any type of Litigation Support, then Silliker reserves the right to seek compensation from Customer as set forth in Article 10 below.

10. Fees and Expenses

10.1 All fees for the Services shall be set forth in the Quotation, except as may be otherwise mutually agreed upon by the parties in writing (including per email).

10.2 If the duration of the applicable Quotation exceeds one calendar year and unless otherwise specified in the Quotation, Silliker reserves the right to increase fees, pricing for additional activities, and/or travel and accommodation rates on an annual basis, effective as of the first day of the second calendar year of the duration based on costs and trading environment.

10.3 Unless otherwise stated in the Quotation, all prices for the Services are expressed in Euros, and all amounts payable are exclusive of tax and are increased by VAT at the rate applicable on the invoice issue date. 

10.4 After prior notice to Customer, prices may be increased during the performance of the Services in the event of a change in applicable regulations, industry standards, increase in the cost of computing and hosting services as well as energy consumption, or other factors beyond Silliker’s control which result in an increase in the cost of providing the Services.

10.5 Customer shall be responsible for all of the following costs and expenses, as applicable, regardless of whether such are specified in the Quotation: 

(i)      Any costs, bank fees, or other services fees associated with the transfer of funds internationally;

(ii)     If Customer requires Silliker to submit invoices through a third party billing system, any and all fees associated with Silliker’s use of such system; 

(iii)    All reasonable expenses incurred by Silliker for destruction, return, and/or transfer of samples and other Customer Content, confidential information, and other records provided in connection with the Services, and Silliker shall invoice such costs to Customer;

(iv)    Any storage costs in the event that Customer requires storage of Customer Content or any other records provided in connection with the Services beyond Silliker’s standard retention term. 

10.6 Any reissue or amendment of a Service Report at Customer's request in accordance with Section 4.5 above may be invoiced by Silliker at a reasonable rate to be determined by Silliker in its discretion.

11. Payment terms

11.1 Unless otherwise stated in the applicable Quotation, Customer shall pay Silliker for performance of the Services and all related expenses in accordance with Silliker’s invoices, which shall be paid within thirty (30) days of the date of invoice. Customer’s failure to contest any invoice within fifteen (15) days prior to the due date shall be deemed as Customer’s acceptance of the total amount of such invoice. No discounts shall be granted for early payment, and Customer shall not be entitled to reduce payment of invoiced amounts by any amounts due to Customer by Silliker.

11.2 Any balance remaining unpaid after the due date may be automatically subject, without reminder or prior notice, to a service charge of an amount equal to the interest rate applied by the European Central Bank to its more recent financing operation plus ten percent (10%), which will run from the day following the due date until payment. In no event shall such charge exceed the rate permitted by applicable Law. In addition, Customer shall pay a fixed rate fee for recovery of forty (40) euros without prejudice to Silliker’s right to suspend all outstanding orders and to request an additional refund if the actual recovery costs exceed the amount of this fixed rate fee.

11.3 Customer’s failure to make payments within thirty (30) days of the date of invoice shall be deemed an event of default under these T&Cs, and all amounts owed by Customer will become immediately due and payable without prior notice, and Silliker may, in its sole discretion, postpone, suspend or terminate the Contract and any outstanding Quotation If legal action or collection proceedings are necessary to enforce Customer’s payment obligations, Customer shall be liable for Silliker’s costs of collection, including any collection agency retention costs, court costs and attorney’s fees.

11.4 Silliker reserves the right, at any time during the Contract, to require Customer to provide information on its solvency and/or satisfactory security for performance of Customer’s obligations under the Contract. If Customer fails to furnish satisfactory information or security upon such request, Silliker may, at its option, postpone or suspend further performance of Services or terminate the Contract and/or any outstanding Quotation

12. Confidentiality

12.1 All information of any type, discussed or disclosed, in writing (including per email), orally or visually, by Silliker and/or Customer, as part of the negotiation or performance of the Contract or the Contract itself, including these T&Cs, are subject to the confidentiality obligations set forth herein for the duration of the Contract and the five (5) years following its termination for any reason. The confidential information of Silliker expressly includes, without limitation, Silliker’s Database and data from this Database, the Software Systems, any know-how and the Intellectual Property Rights related thereto. The contents of any Service Report or Deliverables furnished by Silliker shall be the confidential information of Customer. Customer acknowledges that the Database and Software Applications are trade secrets.

12.2 Without prejudice to the right granted to Silliker to use the Customer Content under these T&Cs, neither party may disclose, without prior written consent (including per email) of the other party, the other party’s confidential information to any third party, other than its duly authorized representatives, advisors, subcontractors, affiliates, employees or agents or accreditation body (COFRAC) and its affiliated companies who have a need to know for the purpose of the Contract and who are bound by obligations substantially similar to those stated herein.

12.3 In the event that either party is required by mandatory reporting obligations, applicable Law or regulation or by legal process to disclose any confidential information, such party shall provide the other party with prompt notice of such request, unless otherwise prohibited.

12.4 Notwithstanding any contrary provision, Customer authorizes Silliker to retain in its confidential files (a) one hard copy of confidential information provided by Customer and/or one copy of any notes, reports or summaries written by Silliker that includes Customer’s confidential information, exclusively for recordkeeping purposes or as required by internal compliance policies or as prescribed by scientific research practices, and (b) confidential information in electronic form for which extraction and deletion from Silliker’s system is difficult or technically impossible.

13. Intellectual property

13.1 Unless prior written consent is obtained, the parties acknowledge that they do not acquire any ownership rights over any Intellectual Property used by a party in connection with the Services. Except to the extent specifically set forth in these T&Cs or in a Quotation, no right to license whatsoever, either express or implied, is granted with respect to any Intellectual Property now or hereafter owned or controlled by Customer or Silliker, and under no circumstances will Customer have any rights in or to any of Silliker’s Software, Database including any data and/or Software System. The parties expressly reserve all rights not otherwise specifically granted hereunder or in a Quotation.

13.2 Customer shall not, without Silliker’s prior written consent, (i) use Silliker’s name, trademarks, or logo; (ii) use any Application, Deliverables or Service Report in any manner which may cause harm to Silliker’s reputation and/or its business; or (iii) use for commercial purposes any training materials that may be given to Customer and for which Silliker retains the Intellectual Property rights.

13.3 Customer shall not publicly publish data from Silliker’s Database. Customer shall maintain data from Silliker’s Database confidential in relation to third-parties because these data involve business and manufacturing data that have been confidentially disclosed to Customer, in the sense of national Laws regarding public access to documents. If Customer has an obligation to publish these data in case of an obligation of compulsory Law or a court order, then Customer shall first consult Silliker before publication to seek Silliker’s view whether or not publication is compulsory. Customer shall make sure that its relevant personnel members are aware of this arrangement.

13.4 Customer shall not use Silliker’s Services, such as Silliker’s Database to train artificial intelligence, for example to develop algorithms or machine learning models. Exceptions or limitations for text and data mining by Customer do not apply to the Services and Silliker expressly reserves all its rights in relation to its Services, including its Software, Database and Software Application.

13.5 Customer will retain intact and will not modify or remove any of Silliker’s or its accreditation bodies’, licensors’, or providers’ trademarks, marks, logos, copyright and/or trademarks designators or makings, or other ownership indicators from any Service Reports or other report forms, splash or display screens, printout pages, or other forms of retrieved data or displays of any Software System. In particular, no Service Report shall be altered such that any accreditation body trademark, appearing thereon is separated from the Silliker name.

13.6 Silliker and/or its third party providers and licensors, shall at all times retain ownership of all rights, title and interest in and to all Intellectual Property relating to the Applications, Application Platforms, Application Dashboards, Software and Database and all enhancements, revisions, updates, modifications, supplements, interim works and derivative works thereto. From time to time, Customer may provide information to Silliker on which Silliker may partly rely to design, structure or develop a Development, and Customer hereby consents to Silliker’s use of such information to design, to structure or to determine the scope of such Developments. Customer acknowledges and agrees that it may not claim any right of ownership or Intellectual Property rights over any such Developments, and any such Developments shall be and shall remain, the sole and exclusive property of Silliker.

13.7 Customer expressly authorizes Silliker to use it as a commercial reference for Silliker’s marketing purposes and, solely in connection such marketing activities, to use and reproduce, without charge, Customer’s name and logo in accordance with Customer’s specifications; provided, however, that Customer shall be entitled to withdraw such consent at any time for any or no reason. Following termination of the Contract for any reason or earlier withdrawal of Customer’s consent, Silliker shall be permitted to continue using any printed format media that has been already printed before such termination or withdrawal and which include a reproduction of the Customer’s name and/or logo. For any such use of Customer’s name and/or logo made on its website, Silliker undertakes to withdraw them within thirty (30) days following Customer’s request.

14. Limitation of liability

14.1 EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY HEREIN AND TO THE FULLEST EXTENT PERMITTED BY LAW, ALL TERMS, CONDITIONS, AND WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE,CONDITION OF SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE) RELATED TO THE SERVICES, A QUOTATION, THESE T&Cs OR OTHERWISE ARE DISCLAIMED AND EXCLUDED UNLESS THE EXCLUSION OF ANY SUCH WARRANTIES WOULD CONTRAVENE APPLICABLE LAW OR CAUSE ANY PART OF THESE T&Cs TO BE VOID.  THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF Silliker HEREUNDER ARE EXCLUSIVE.

14.2 THE SOFTWARE SYSTEMS DESCRIBED IN THE QUOTATION, AS WELL AS ANY UPDATES, MODIFICATIONS AND OTHER MATERIALS, AND SERVICES WILL CONFORM TO THE SPECIFICATIONS FOR A TERM EQUAL TO THE WARRANTY PERIOD STATED IN THE SOFTWARE SYSTEMS’ USER DOCUMENTATION AND/OR QUOTATION. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SOFTWARE SYSTEMS AND PARTS THEREOF, DESCRIBED HEREIN, AS WELL AS ANY DEVELOPMENTS, UPDATES, MODIFICATIONS AND OTHER MATERIALS, AND SERVICES SUCH AS SERVICE REPORTS ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. IN ADDITION, CUSTOMER EXPRESSLY AGREES THAT ACCESS TO THE SOFTWARE SYSTEMS MAY BE LIMITED OR UNAVAILABLE DURING PERIODS OF PEAK DEMAND, SOFTWARE SYSTEM UPGRADES, MALFUNCTIONS, OR SCHEDULED OR UNSCHEDULED MAINTENANCE OR FOR OTHER REASONS. 

14.3 Silliker MAKES NO WARRANTIES REGARDING, AND DISCLAIMS ALL LIABILITY FOR, THE ACTS OR OMISSIONS OF THIRD PARTIES, ANY MATERIALS PROVIDED BY THIRD PARTY LICENSORS, HOSTS OR PARTNERS, ARRANGEMENTS WITH THIRD PARTIES, OR USE OF THIRD PARTY SITES, SYSTEMS OR SERVICES.

14.4 Within the limits of what is allowed by Law, Silliker’s liability to Customer for breach of this Contract, any implied warranties, or for any negligence or other wrongdoing in the performance of the Services or otherwise related hereto is limited, at the Customer’s option, to either re-performing the Service challenged or refunding the total fee paid in respect of that part of the Service.

14.5 Silliker will under no circumstances be liable, in any manner whatsoever, for any indirect, special, incidental, punitive or consequential loss or damage, including but not limited to costs of recovery or loss of business, data, revenue, profits, interest, opportunity, image or customers, suffered by the Customer or any third party however caused and based on any theory of liability including but not limited to, breach of Contract, tort (including negligence) or violation of statute, whether or not Silliker has been advised of the possibility of such damages.

15. Indemnity

Customer agrees to defend, indemnify and hold harmless Silliker, its affiliates and their respective officers, agents, employees, representatives and contractors from and against any and all Claims arising out of or relating to (i) the performance of the Services in accordance with these T&Cs or any Quotation; (ii) Customer’s use of any products or services reviewed or analyzed by Silliker; (iii) the use of the Deliverables or Service Reports or any other data or analysis provided by Silliker hereunder; (iv) any Customer Content including data that identifies Customer’s advisors, subcontractors, customers, affiliates, employees or agents; or (v) any unauthorized use of or access to the Software Systems, including Silliker’s Software and Database including its data.

16. Personal data

16.1 The parties undertake to always process personal data in accordance with all applicable Privacy Legislation and these T&Cs. If one party considers that an instruction by the other Party constitutes a breach of the Privacy Legislation, it should immediately notify the other p

16.2 Silliker may provide on Customer request the list of the technical and security measures taken to ensure the protection of the personal data processed.

16.3 For processing relating to the preservation of the commercial relationship, each party shall act as Controller. For processing as part of the performance of the Services, the Customer shall always act as Controller and Silliker as Processor in compliance with the Privacy Legislation.Customer is responsible for ensuring that data processing in relation to Customer Content including data that identifies Customer’s advisors, subcontractors, customers, affiliates, employees or agents complies with the applicable Privacy Legislation.

16.4 Description of the processing: 

(i)    Purpose of the processing: Silliker will process personal data solely for the purpose of performing the Services. Silliker will act solely on behalf of and under the instructions of the Customer, on the basis of this Contract’s content.

(ii)   Description of personal data processed: surname, name, postal address, email address, phone number, occupation, company, IP address.

(iii)  Duration of the processing: Processing is undertaken during the term of the Contract. In addition, personal data collected and processed will be stored and archived by Silliker for a period equivalent to the legal storage obligations to which Silliker is subject.

(iv)  Transfer of personal data: Silliker shall not transfer any personal data to a country outside the EU/EAA or the Area of Origin, unless the Customer has expressly authorized such transfer in writing (including per email). Notwithstanding the above, Silliker is expressly authorized to transfer personal data processed under the Contract to one or more of its affiliates, located or not within the Area of Origin, involved in the processing and more broadly in the performance of the Services. Data transfers outside the Area of Origin may only occur in accordance with the Privacy Legislation. Customer acknowledges and agrees that Silliker uses external service providers located in the United States and in other countries of the European Economic Area for storing and hosting some of its data and the operation of its CRM.

(v)   Rights of the data subjects: Data subjects have a right to access their personal data, request their rectification, or deletion, a right to object to processing and a right to be forgotten, a right to restriction of processing, to data portability and the right not to be subject to a decision based solely on automated processing (including profiling). Any request by the data subjects for the exercise of their rights in relation to Customer Content including data that identifies Customer’s advisors, subcontractors, customers, affiliates, employees or agents will be forwarded by Silliker to Customer. Customer may contact dpo@mxns.com for questions about Silliker’s data processing activities.

17. Ethics & Compliance

17.1 Customer represents and warrants that (i) Customer is in material compliance with all applicable (a) export and Privacy Legislation and regulations of any relevant jurisdiction with respect to Customer’s use of any Software Application and the related Software System, and (b) controlled substances Laws and regulations of any relevant jurisdiction, such as the U.S. Controlled Substances Act (21 U.S.C. Ch. 13, § 801 et seq); and (ii) neither the Customer nor, to the knowledge of the Customer, any owner, director, officer, agent, employee, affiliate, or supplier of the Customer is named on any U.S. or EU government denied party list. Further, Customer shall not permit its users or suppliers to receive Services or access or use any Deliverables, Service Report, or Software System in a U.S. or EU embargoed country or in violation of any U.S. or EU export Law or regulation.

17.2 Each party will comply with all applicable anti-corruption Laws, including, but not limited to the United States Foreign Corrupt Practices Act or the French Sapin 2 regulation, as each may be amended from time to time, and shall adhere to the principles governing relationships among business partners as set forth in the Code of Conduct posted at https://www.flipsnack.com/merieuxnutrisciences/code-of-conduct-m-rieux-nutrisciences/full-view.html or successor Silliker Each party agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or item of value from the other party in connection with the Contract, excluding reasonable gifts and entertainment provided in the ordinary course of business. 

17.3 In no event will either party be obligated under the Contract to take any action that it believes, in good faith, would cause it to be in violation of any Laws, rules, ordinances or regulations applicable to it.

17.4 Customer agrees that promptly upon becoming aware of any violation or potential violation of applicable Laws or ethics standards pertaining to the Services or the relationship between the parties, Customer shall report such violation to Silliker at compliance@mxns.com.

17.5 If necessary and in accordance with applicable law, Silliker will cooperate with local, state, federal and international government authorities with respect to the Services. 

17.6 Notwithstanding any other provision in these T&Cs, Silliker may immediately terminate the Agreement and/or deny Services for noncompliance with applicable Laws or in the event any circumstance arises which Silliker determines, in its sole discretion, could cause it to violate applicable Laws or otherwise presents a material risk to Silliker’s business or reputation. 

17.7 During the term of the Contract and two years after this term, Silliker shall not actively solicit the employment of any personnel of Customer, without the prior written consent of Customer. This non-recruitment clause survives any and all terminations or annulments of the Contract.

18. General conditions

18.1 The Contract and any open Quotations may be terminated by Silliker with thirty (30) days written notice (including per email). Either party may terminate the Contract and any open Quotations with immediate effect in the event of insolvency of the other party. If the Contract or any outstanding Quotations are terminated, Silliker shall be paid in full for all Services performed through the termination date, and the Customer shall be provided with a report of Services conducted prior to termination.

18.2 Customer may not delegate, assign or transfer all or part of the Contract without Silliker's prior written consent (including per email). Silliker may assign or transfer this Contract at any time, to any of its affiliates, provided such affiliate assumes Silliker’s obligations hereunder, thereby releasing Silliker from any future obligations.

18.3 Silliker may subcontract some parts of the Services to other qualified third parties, provided that such third parties comply with Silliker’s obligations as set forth herein.

18.4 Silliker shall not be liable for delays or other problems caused by force majeure events, unforeseen circumstances, compliance with governmental requests, Laws, regulations, or breakage or failure of equipment or apparatus, or any other event beyond the reasonable control of Silliker. 

18.5 It is not intended that any of the provisions of this Contract shall benefit, and it shall not be construed that these provisions benefit or are enforceable by, any other third parties.

18.6 The relationship between the parties hereunder is of independent contractor and principal and neither party can make a commitment on behalf of the other. No partnership, joint venture, agency, or mandate is created through the provision of the Services.

18.7 Each party, at its own expense, shall maintain adequate insurance coverage with respect to its responsibilities under the Contract.

18.8 Any modification to the Contract shall be done by a written agreement signed by the parties. The obligations set forth in Sections 6.1, 6.2, and Articles 2, 4, 5, 7, 12, 13, 14, 15, and 18 shall survive the termination of the commercial relationship between the parties.

18.9 In the event that any of the provisions of the Contract are or become null or void, such provisions shall be deemed to have been deleted from the Contract and the remaining provisions hereof shall remain valid and enforceable. If, at any time, Silliker does not avail itself of any of these provisions, this shall not be construed as a waiver of the subsequent implementation of such provisions.

18.10 The validity, interpretation and performance of these T&Cs and the Services covered shall be exclusively governed by the laws (but not the conflict of law rules) of the State of Illinois. Any dispute may be settled by judicial means.