General Terms and Conditions for Omics Studio

1. Scope of Applicability

   1.1. These General Terms and Conditions (hereinafter referred to as “T&C”) apply to all sales of software licenses and services by Omics Studio ApS’, CVR-number 44905345 (hereinafter referred to as “Omics Studio”) notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the Customer.

   1.2. These T&C supersede all previous versions of the T&C.

2. Terms of Reference

   2.1. Together with Omics Studio’s offers and order confirmations, these T&C constitute the total contractual basis for Omics Studio’s sales and delivery of services to the Customer (hereinafter referred to as “the Terms of Reference”). No conflicting, contrary or additional terms and conditions shall be deemed accepted by Omics Studio unless and until Omics Studio expressly confirm in writing.

   2.2. Changes or additions to the Terms of Reference are not binding, unless the parties have agreed otherwise in writing.

3. Services

   3.1. Omics Studio provides bioinformatic software solutions designed for analysis and data interpretation in the fields of omics. The software is provided 'as is' and may require user training and technical support. It is the responsibility of the customer to ensure the software meets their local regulations and specific research needs.

4. Prices and Terms of Payment

   4.1. The price for services provided by Omics Studio shall be those set forth in the sales agreement between Omics Studio and the Customer. All prices are exclusive of taxes.

   4.2. Payment for services shall be made no later than 30 days net from the invoice date unless the parties have agreed otherwise in writing.

   4.3. In the event of fluctuating financial status or uncertainty regarding the Customer’s ability to pay, Omics Studio reserves the right to demand pre-payment or installment-based payments.

   4.4. Omics Studio is entitled to charge interest on overdue payments at the rate of 8% per annum.

5. Delayed Payment

   If the Customer fails to pay any invoice within seven calendar days of the due date, Omics Studio may suspend delivery of any services until payment is made or terminate delivery of any outstanding services by providing written notice of termination. Omics Studio may charge the Customer interest from the due date at a rate of 8% per annum. This shall be in addition to, and not in limitation of, any other rights or remedies to which Omics Studio may be entitled by law or in equity.

6. Offers, Purchase Orders and Order Confirmations

   6.1. All offers made by Omics Studio are open for acceptance within ten calendar days from the date of issue, unless otherwise specifically stated therein.

   6.2. All purchase orders issued by the Customer shall specify as a minimum the requested type of service, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding for Omics Studio unless and until confirmed by Omics Studio in writing.

7. Terms of Delivery

   7.1. Omics Studio will provide access to the software and any related services as specified in the sales agreement, typically via cloud access or download link. Delivery is considered complete once the Customer receives credentials or access to the platform.

8. Late Delivery

   8.1. If Omics Studio expects a delay in the delivery of services, Omics Studio is obliged to inform the Customer on the reason for the delay and new expected delivery date.

   8.2. If Omics Studio fails to provide services at the agreed delivery date, on grounds for which Omics Studio is liable, the Customer may terminate the applicable purchase order in whole or in part (as to those services affected by the delay) by providing written notice of termination to Omics Studio within seven calendar days. These shall be the Customer’s exclusive remedies for late delivery.

9. Warranty

   9.1. The software covered by this agreement, as well as all documentation on this software, is provided in an 'as is' condition.

   9.2. The software is provided 'as is' with no guarantee on behalf of the Software Provider as to the performance, stability, or ongoing reliability of the software in question.

   9.3. The Software Provider makes no guarantee that the Software will be uninterrupted or free of error. The Company accepts that the software is prone to bugs and flaws within acceptable margins as determined by common industry standards.

   9.4. The Software Provider makes no guarantee that the software is suitable for the Customer’s specific requirements.

10. Limitation of Liability

    10.1. Neither of the parties will be entitled to, and neither of the parties shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers.

    10.2. Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.

11. Intellectual Property Rights

    11.1. All intellectual property rights, including all copyrights, trademark rights and other intellectual property rights are the sole property of Omics Studio, their subcontractors or third parties.

    11.2. Unless expressly stated otherwise, the Terms of Reference does not entail any assignment of ownership of any rights to the Customer, in whole or partially.

    11.3. Omics Studio is entitled to use any general knowledge, including information technology, ideas, concepts, know-how or techniques, obtained by Omics Studio in providing the Services.

12. Miscellaneous

    12.1. The Customer may not disclose, use or enable others to use Omics Studio’s trade secrets or any other information of any kind not accessible to the public.

    12.2. The Customer may not unduly acquire or attempt to gain knowledge of or make available to Omics Studio’s confidential information as set out in section

    12.3. The customer must circumvent and keep the information sound in order to prevent them from accidentally becoming accessible to others.

    12.4. The parties’ obligations as set out in section 12.1-12.3 apply during the parties’ cooperation and without time limit after the end of the cooperation, regardless of the reason for the termination.

13. Governing Law and Jurisdiction

    13.1. In case of a disagreement, the parties must cooperate and seek to initiate negotiations to resolve the dispute, with a cooperative and responsible attitude.

    13.2. Any dispute that cannot be resolved by negotiations between the parties must be settled by the Maritime and Commercial Court in Copenhagen as the court of first instance.