Genomic Biomarkers and Assays Terms and Conditions

Version 1.2 | Last updated on the 10th of March, 2025

1. GENERAL CONDITIONS

1.1. Genomic Biomarkers and Assays and Pet Genomics (ABN: 31 460 690 305) (referred to as we and us, throughout the Terms and Conditions) reserve the right to refuse service to anyone for any reason at any time.

1.2. The purchaser agrees to not reproduce, duplicate, copy, or sell any portion of the services or products, without written permission by us.

2. DEFINITIONS AND INTERPRETATIONS

2.1. In these terms:

“Accepted Quote” or “Accepted Quotation” means any mutually agreed and executed document by the client or us.

“Addendum” means a document marked as ‘Addendum’ which is attached to or references this Agreement, as mutually agreed by the Parties.

“Additional Terms and Conditions” means any specific Special Terms for a provided Product or Service.

“Client” means any individual, business, or organisation that requests items and services from us and signs an Accepted Quote.

"Confidential Information" means all information regardless of form (including copies thereof) and disclosure method, disclosed by or on behalf of one Party to the other in connection to the purposes of this Agreement.

“Information” means any sequencing or genomic data, and data analysis as part of a client’s Accepted Quote.

"Intellectual Property" includes but is not limited to any and all intellectual and industrial property rights throughout the world (whether subsisting now or in future) including rights of any kind in inventions, discoveries, innovations, technical information, data, prototypes, processes, improvements, circuit layouts, drawings, plans, specifications, copyright, trade marks (whether registered or unregistered), designs (whether registered or unregistered), plant varieties, internet domain names, Confidential Information, know-how and trade secrets.

"Law" means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth, or a local government, as applicable from time to time.

“Party” means either party to this Agreement and “Parties” means both.

“Personal Information” has the same meaning as in the Privacy Act.

“Product” means any item or product defined in the Accepted Quote or online on our website.

“Privacy Act” means the Privacy Act 1988 (Cth) and all other applicable State and Territory privacy Laws.

“Sample Submission” Any item(s) a client that would send to us as part of an Accepted Quote.

"Service" means the service(s) defined in the Accepted Quote or online on our website.

“Special Terms” means any terms contained in an executed Addendum which are identified as ‘Special Terms’.

“Terms” means these terms and conditions between us and the Client, as amended from time to time.

“Third-Party” or “Third Party” means any individual, business, or organisation that is not in Agreement with both Parties.

“Website” means our homepage to advertise our products and services at the address: https://www.genomicbiomarkersandassays.com.au/

2.2. A Client Agreement (Agreement) consists of:

- If any special terms or addendum.

- An executed accepted quotation.

- These terms and conditions

- Any materials attached to incorporate by reference to any of the above.

3. PRODUCTS AND SERVICE

3.1. We are not responsible if information made available on our website or provided through documentation is not accurate, complete, or current. All material is for general information only and should not be used as the sole basis for decision making. Any reliance on the material on our site is at your own risk.

3.2. Prices for our products may change without notice.

3.3. We reserve the right at any time to modify or discontinue any service or product.

3.4. We shall not be liable to you or to any third-party for any modification to any of the services or products.

3.5. We reserve the right, but are not obligated, to limit the sales of our products and/or services to any individual or location. We reserve the right to limit the quantities of any products or services that we offer.

3.6. We do not warrant that the quality of any products and services purchased or obtained by the purchaser will meet your expectations, or that any errors in the products and services will be corrected.

3.7. The Purchaser agrees to use each product only once use the items and components for their intended use only. Any product should be used within 12 months of receipt by the Purchaser as we cannot guarantee the product viability after the period. We are not obligated to refund any product that has been stored properly or misused.

3.8. We shall not be liable to you or any other party or animal that is harmed from the misuse of our products. Using our products is at the discretion of the user who takes full responsibility.

3.9. A client shall provide a Material Safety Data Sheet (MSDS) or comparable documentation and handling instructions to inform us of the hazards, if any, from sample submission outside of our products.

3.10. This website and documentation may contain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents any material at any time. You agree that it is your responsibility to monitor changes to our all content on the website and documentation provided.

3.11. We will carry out services within a reasonable period. Agreed timeframes may be modified due to unforeseen circumstances such as consumable and third-party service availability.

4. ORDERING, BILLING, RETURNS, AND GST

4.1. All prices will be in Australian dollars and is specified within the quotation provided by us.

4.2. All quotes are valid for 30 days unless mutually agreed between us and the client.

4.3. All quotes equal to or greater than $1000 require a $50 deposit prior to the start of any project and must be paid within 30 days of receiving the tax invoice.

4.4. All payments must be in full. We do not accept any partial payments.

4.5. Payment must be carried out by the client within 30 days of the date of invoice.

4.6. We reserve the right to withhold or postpone Information, Products, or Service and to delay any Sample Submission return to the client where there are overdue accounts and unpaid Accepted Quotes.

4.7. We reserve the right to refuse or limit any order you place with us and the right to refuse the return or refund of any product or service.

4.8. In these Terms, 'GST' means the tax payable on Taxable Supplies under A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any related Act imposing such tax or legislation that is enacted to validate, recapture or recoup such tax and 'GST Group', 'Input Tax Credits', 'Representative Member' and 'Taxable Supply' each have the meaning given to them in the GST legislation.

5. THIRD-PARTIES

5.1. We may provide you with access to third-party information and tools, of which we neither monitor nor have any control and input.

5.2. You acknowledge and agree that we provide access to such information and tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

5.3. Any use by you of optional tools offered through our Website or Information provided back as part of our Products or Services is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

5.4. We may also, in the future, offer new services and/or features (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms and Conditions.

5.5. Certain content, Products and Services available via our Service may include materials from third-parties.

5.6. Third-party links on this site may direct you to other third-party websites that we are not affiliated with. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

5.7. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

6. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

6.1. We do not warrant that the results that may be obtained from the use of the Products or Service will be accurate or reliable.

6.2. You expressly agree that your use of, or inability to use, the product or service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

6.3. In no case shall we, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

6.4. You agree to indemnify, defend and hold harmless us and our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms and Conditions or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

6.5. In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

7. DISPUTES

7.1. The Parties must undertake all efforts to amicably settle any disagreement or dispute arising out of or relating to these Terms and must do the following before commencing arbitration or court proceedings.

7.2. Any dispute, controversy or claim in relation to a Client whose premises is not located in Australia that is not resolved under clause 8.1 shall be resolved by arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Arbitration Rules. The seat of Arbitration shall be Adelaide, South Australia, Australia. The language of the arbitration shall be English.

8. TERMINATION

8.1. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

8.2. These Terms and Conditions are effective unless and until terminated by either you or us. You may terminate these Terms and Conditions at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

8.3. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms and Conditions, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

9. ENTIRE AGREEMENT

9.1. The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

9.2. These Terms and Conditions and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions).

9.3. Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.

10. CHANGES TO TERMS AND CONDITIONS

10.1. You can review the most current version of the Terms and Conditions at any time at this page webpage: https://www.genomicbiomarkersandassays.com.au/terms-and-conditions.

10.2. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.

11. DATA PRIVACY

11.1. We are obligated to notify local and government authorities if sample(s) are found to detect organisms of a biosecurity matter, pests, and diseases. In the event the local and government authorities are notified, we may be required to provide additional information of the sample(s) including but not limited to, the purchaser contact information and location of sample(s) collection.

11.2. Information generated from the products and services are not shared with other third-parties apart from local and government authorities in the event of a biosecurity risk as detailed in section 10.1.