TERMS AND CONDITIONS
Introduction. These terms and conditions, along with the description of the offering that bioaccess™ provides on its website at https://bioaccessla.com/services/ (the "Offer") and any other exhibits, addenda, and attachments referred to in the Offer, constitute the entire agreement between you (the “Client") and bioaccess™ (collectively, the "Parties" and individually, a “Party") regarding its subject matter, superseding all prior agreements, representations, and understandings between the Parties. Conflicting terms contained in proposals, offers, or other documents submitted by the Client are expressly rejected by bioaccess™ and waived by the Client. Neither Party has made or relied upon any representation (i) with respect to the subject matter of the Offer or (ii) to induce the execution hereof, except as specifically set forth herein. In the event of any irreconcilable inconsistency between the provisions of this rider and the Offer, the provisions of the Offer shall prevail.
Acceptance of the Offer: You will accept the Offer subject to bioaccess™ and you (the “Parties”) executing a formal agreement (the “Agreement" or the “Contract"), it is understood that if you accept the Offer, the Parties shall in good faith use their best efforts to execute the Agreement as soon as possible.
Fees. All fees are subject to change without notice at any time and are based in part on the applicability of the Agreement set forth herein. Fees are those in effect at the time the Client places a written order or accepts the Offer, and bioaccess™ receives the order or the signed accepted Offer.
Exclusions of the Offer: The Offer excludes a) project-related expenses such as national and international shipping & handling, courier services, photocopying, printing; b) travel-related expenses such as airfare, lodging, ground transportation, meals; c) translations of letters, certificates, technical and legal documents (bioaccess™ will invoice translations at its standard rate at the time of execution of the Agreement with the Client); d) filing fees imposed by government agencies; e) any assistance with the communication, coordination, distribution, and execution of any needed legal agreement between the Client and a local third party; f) third party costs. bioaccess™ will invoice these items as they occur. bioaccess™ will add a 20% administrative fee to any payments to third parties including payments to government agencies in Colombia or elsewhere in Latin America (e.g., INVIMA, SIC, etc.).
Payment terms: Upon acceptance of the Offer a) bioaccess™ will invoice 50% of the professional fees included in the Offer and 50% upon completion; b) bioaccess™ will invoice 100% of the third party costs and payment will be due upon receipt.
Duties. bioaccess.™ shall perform its duties in accordance with the Offer.
Compensation. Payment of bioaccess™'s invoices is due upon receipt. bioaccess™ may require that payment be made by electronic transfer. Past due amounts will bear interest at the rate of one and one-half percent (1.5%) per month, provided that interest shall never exceed the maximum lawful rate, and any charges or payments in excess of such rate shall be spread, amortized, credited, or refunded, as necessary to avoid an unlawful charge. bioaccess™ reserves the right to suspend its work if its invoices are not paid in a timely manner. Charges for non-sufficient funds (NSF) checks shall be debited back to the Client.
Rates. Any hourly rates applicable to compensation terms shall be subject to annual adjustment by bioaccess™ upon not less than 30 days prior notice to the Client setting forth the new rates and their effective date.
Taxes. Prices quoted by bioaccess™ are exclusive of any applicable statutory value-added taxes and sales taxes, which will be added to any invoice at the rate in effect at the time of invoicing. Each party will be responsible for paying all other taxes associated with its own operations, products, and income.
Project Cancellations/Postponements. Projects are non-cancelable, and agreed-upon payment terms are due as described. However, you may postpone or delay any part of the work in progress. In addition, our work is guaranteed. If we do not meet your objectives, and cannot meet them after your notification and an attempt to correct the shortcoming, we will refund your full fee.
Parties' Relationship. bioaccess™ is an independent contractor. No partnership, joint venture, or other agreement for the sharing of profits or losses has been created by this Agreement, and neither Party shall be obligated to pay salary or provide benefits to the employees of the other.
Further Assurances. Upon request, the Parties agree to execute such additional documents as may be consistent with and reasonably necessary or appropriate to accomplish the purposes of this Agreement.
Delivery Dates. Any prospective delivery dates are estimates and shall be non-binding unless otherwise expressly agreed in writing.
Protection of Confidential Information. bioaccess™ will exercise diligence to maintain the confidentiality of all non-public information of the Client that the Client has designated by legend or accompanying written instruction as confidential (the “Confidential Information”), and shall not use, disseminate or publish such Confidential Information except on a "need to know" basis consistent with the scope of this engagement and as necessary to perform the work contemplated by this Agreement. This restriction shall not apply, however, with respect to any information that (i) is or hereafter becomes a part of the public domain without fault on the part of bioaccess™, (ii) bioaccess™ is authorized to disclose by the Client in writing, or (iii) is required to be disclosed pursuant to law, regulation, governmental directive, legal process or court order, provided that bioaccess™ shall notify the Client of any legal process or court order prior to disclosure to afford the Client an opportunity to promptly seek appropriate protection.
Document Sharing System. The Client acknowledges that bioaccess™ provides, free of charge, a secure online document storage system for the sole purpose of sharing documents directly related to the work being performed for the Client. While bioaccess™ employs industry best practices to ensure the security and integrity of data stored on this platform, the Client acknowledges bioaccess™ has no responsibility for any security breach, loss, or corruption of said data files. Furthermore, bioaccess™ may deny access to the system and remove the Client files with 30 days of advance notice via email.
Return of Client Property. Upon termination of the Agreement, bioaccess™ shall promptly return to the Client any and all confidential materials and documents of the Client, provided that bioaccess™ may retain solely for archival purposes to meet its own record-keeping and legal obligations, and subject to the continuing duty of confidentiality imposed herein, a single copy set of such materials.