Legal Notice

This Legal Notice contains information about ImmunoPrecise Antibodies Ltd. and its affiliates and about the use of this website.

ImmunoPrecise Antibodies Ltd. is an innovation-driven, technology platform company that supports its pharmaceutical and biotechnology company partners in their quest to discover and develop novel, therapeutic antibodies against all classes of disease targets.

All references on this website to "ImmunoPrecise Antibodies" or “IPA” (or "we" or "us”) should be read as referring to ImmunoPrecise Antibodies Ltd. and/or its affiliated firms or entities.

©2024 ImmunoPrecise Antibodies Ltd. All rights reserved.

IPA, B cell Select, Deep Display, HUB of Biotherapeutic Intelligence, ImmunoProtect, LENSai, LucinaTec, NonaVac, PolyTope, Rapid Prime, rPEx are trademarks of ImmunoPrecise Antibodies Ltd.

BioStrand is a trademark of BioStrand, BV. Biostrand BV is an independently operating subsidiary of ImmunoPrecise Antibodies Ltd.

1. Scope

1.1    All quotations and sales by BioStrand and its Affiliates (“BioStrand”) that are not governed by a Master Services Agreement are subject to and governed by the terms and conditions contained herein (“Terms and Conditions”). Where a separate Master Services Agreement has been concluded between BioStrand and Purchaser, the terms of the Master Services Agreement and its Attachments will prevail.

1.2    No variation of this Terms and Conditions or any additional terms and conditions will be binding upon BioStrand unless explicitly negotiated and agreed to in writing and signed by an authorized representative of BioStrand.

2. Definitions

Terms used in these Terms and Conditions with their initial letters capitalized have the meanings ascribed to them in this section. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). As used in these Terms and Conditions:

(a)    “Affiliate” shall mean, with respect to any Party, any corporation, partnership, limited liability company or other legal or business entity which, directly or indirectly, controls, is controlled by, or is under common control with, the specified Party. For purposes of this definition, the term “control” as applied to any Party or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management of that Party or entity, whether through ownership of more than fifty percent (50%) of the voting securities of such entity, by contract, or otherwise.

(b)    “Background Materials” means, with respect to BioStrand, (i) any information, data, technology, processes, proprietary Artificial Intelligence and Machine Learning (AI/ML) algorithms and related software (including any source code) or application thereof, Intellectual Property Rights and any other exclusive rights or any other materials (¨Material¨) developed by or for BioStrand, or acquired by BioStrand (including materials and technology available to BioStrand in accordance with a license grant) prior to the Effective date, (ii) any Material conceived, reduced to practice, authored, created or developed by BioStrand, separately and independently of BioStrand’s supply of services and/or products under this Agreement and conditions subsequent to the Effective date and (iii) any Material resulting from the application of BioStrand’s tools on Purchaser’s Materials, excluding Purchaser’s proprietary information and Deliverables and/or (iv) all inventions developed in connection with the Services or otherwise under this Agreement, provided that the improvements, modifications and inventions are of general applicability to BioStrand and its Affiliates’, technologies, excluding Purchaser’s proprietary information or Deliverables.

(c)    “Confidential Information” means all information disclosed (orally or in writing) by one party (“Discloser”) to any other party (“Recipient”) prior to the termination of this Agreement (before or after the Effective Date) which is marked “proprietary” or “confidential” or for which it is apparent from the nature of the information that it is considered confidential.

(d)    “Effective date” means date at which these Terms and Conditions are accepted following the placement of an order.

(e)    “Deliverables” means those documents and materials, including but not limited to reports, analyses, data, electronic representation of sequences, and other similar materials, that BioStrand provides and delivers to Purchaser as a result of the Services and in accordance with these Terms and Conditions. The Deliverables do not include BioStrand’s Background Materials.

(f)    “Intellectual Property Rights” means all inventions, patents, copyrights, designs and any and all applications for, and extensions, divisions, and reissuances of, any of the foregoing, and rights therein, everywhere in the world, and whether arising by statute or common law.

(g)    ”Product” means the product(s) as limitatively described in the order placed by Purchaser.

(h)    “Purchaser” is the entity placing an order.

(i)    “Purchaser Materials” means all information and materials specific to Purchaser or its requirements that are furnished by the Purchase or necessary for BioStrand’s performance under this Agreement.

(j)    “Sequence” means the entire DNA, RNA, or any other such sequence representing a macromolecule.

(k)    “Service Provider” is that entity identified as such on the Cover Page.

(l)    “Services” means the services provided by BioStrand pursuant to the Purchaser’s order.

(m)    “Terms and Conditions” means these terms and conditions contained herein.

3. Order Changes and Cancellations

3.1    Orders arising hereunder may be changed or amended only by written agreement signed by both Purchaser and BioStrand, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery.

3.2    Purchaser may cancel an order only by providing written notice to BioStrand within fourteen (14) calendar days of placing the order. Upon termination of an order within fourteen (14) calendar days, Purchaser will immediately pay BioStrand all fees, costs and expenses owed to or incurred by BioStrand, up to the effective date of such termination. Cancellation of an order at any other time shall result in an immediate charge of hundred (100) percent of the gross sales price of the original order.

4. Delivery and Acceptance

4.1    Purchaser understands and acknowledges that Services and Products are research and development and experimental in nature and will be process and performance only (or accepted “AS-IS”) and will not be subject to rejection at any time.

4.2    BioStrand shall provide its commercially reasonable efforts to meet the delivery date, but any time or date for delivery is an estimate of the date on which the services and/or products will be delivered to Purchaser.

4.3    If, during the course of the performance of the order and Service, it is determined that the input material delivered by the Purchaser is inadequate or incorrect or in any other form not suitable for the work, BioStrand will charge the full-service fee as agreed in the Purchaser’s order.

5. Prices and Taxes

5.1    Unless otherwise stated, Purchaser acknowledges that prices may be altered from those ruling at the date of dispatch following a change of circumstances outside of BioStrand’s control. Should the prices be increased in consequence thereof, then upon receipt of BioStrand’s notification of such price-increase Purchaser shall have the right to cancel the order in respect of the services and/or products which have not yet been dispatched, provided such cancellation is notified to BioStrand in writing within a fourteen (14 day period) following reception of said notification.

5.2    All taxes, duties, levies and similar expenses, which are or become due in connection with BioStrand’s quotation, contract or any order resulting therefrom and the carrying out thereof are for BioStrand’s account as far as they are due in BioStrand's country, and for the account of Purchaser as far as they are due in Purchaser's country or in such other country or countries for which the services and/or products are destined or in which Services will be performed, irrespective of which party (including its representatives/ employees) will be liable to pay such taxes.

6. Payment

6.1    Purchaser shall pay all invoices for services and/or products ordered within thirty (30) days from the date of invoice in the currency invoiced. If an invoice balance is overdue, BioStrand may, all rights and remedies reserved, (a) refuse to accept additional orders; (b) refuse to transfer the Deliverables or render further Services; and/or (c) seek collection from Purchaser, including all legal fees and other costs of collection.

6.2    If the financial condition of Purchaser results in insecurity for BioStrand, BioStrand may, following notice to Purchaser, delay or postpone the delivery of the services and/or products or suspend the performance of the Services; and BioStrand may change the terms of payment to payment in full or in part prior to delivery of the entire undelivered balance of said services and/or products due to such change in circumstances.

6.3    In the event of default by Purchaser in the payment of the purchase price or otherwise, Purchaser agrees to pay the balance then due to BioStrand on demand. Purchaser also agrees to pay the statutory commercial interest rate from the due date until the date on which payment is made in full, and all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Purchaser in any of the terms hereof.

7. Product Ownership and Retention of Title

7.1    Products or Services delivered by BioStrand to Purchaser shall become the property of Purchaser subject to Section 7.2.

7.2    Title to and ownership of all Background Materials shall be retained by BioStrand at all time. All title to and ownership of Intellectual Property rights shall be retained by BioStrand pursuant to Section 11. BioStrand shall retain all title to and ownership of services and/or products until it has received payment in full for the Services rendered. Until the moment of full payment of all services and/or products delivered, Purchaser shall not be authorized to give or permit third parties the use of the services and/or products, to rent or pledge, to transfer the title or to alienate or encumber same in any other way.

8. Limited Warranty

8.1    The Purchaser acknowledges that the Services and Deliverables provided are meant to be for research purposes only and that the Services are scientific research and experimental in nature. BioStrand does not guarantee any specific results in performing the Services nor any specific results stemming from the products. All results shall be considered and delivered “as is”.

8.2    Purchaser represents and warrants to BioStrand that: (a) Purchaser owns all right, title and interest in and to, or has full and sufficient authority to use, all materials or data furnished by Purchaser (including Purchaser Materials); (b) Purchaser will secure and comply with the Terms and Conditions of any licensing agreements which govern the use of any Purchaser Materials owned by third parties; (c) the Purchaser Materials do not infringe the patent, copyright, trademark or other Intellectual Property Rights of any party, or constitute libel, slander, defamation, invasion of privacy, or violation of any right of publicity or any other third party rights; (d) Purchaser has or will secure all necessary consents, permissions, clearances, authorizations and waivers for the use of Purchaser Materials; and (e) Purchaser has complied and will comply with all legislation, rules and regulations regarding the use of Purchaser Materials. 

8.3    The Purchaser warrants that the requested Purchaser Material-derived Deliverables do not and shall ensure any Deliverables do not infringe the patent, copyright, trademark or other Intellectual Property Rights of any party, or constitute libel, slander, defamation, invasion of privacy, or violation of any right of publicity or any other third party rights and that should the Purchaser become aware of any indications of such infringement, it will inform BioStrand thereof immediately. 

8.4    BioStrand makes no warranties of any kind or nature, whether express or implied, inlcluding, but not limited to, warranties of merchantability or fitness for a particular purpose or use. BioStrand expressly disclaims any liability to compliance with laws applicable to Purchaser, including Purchasers use of Purchaser Material and/or Deliverables, which will be and are the sole and exclusive responsibility of Purchaser. BioStrand does not warrant or represent that the Services or Deliverables supplied will be acceptable to or in compliance with any regulatory or governmental agency to which they are presented. No representation or warranties have been made to Purchaser that the Deliverables will not infringe any patent or proprietary right of third party or parties. 

9. Limited Liability

9.1    Purchaser acknowledges and agrees that all obligations of BioStrand under this Agreement are obligations of means.

9.2    BioStrand is not liable for defects in the Services attributable to inadequate or incorrect input from the Purchaser, or from third parties.

9.3    BioStrand’s liability shall be limited in accordance with Article 8, 11 and 15. Moreover, in any event, BioStrand’s entire liability under this Agreement, whether in contract or in tort, shall not exceed the total amount effectively paid for the Services by the Customer under this Agreement.

9.4    To the extent the above exclusions or limitations of liability are not permitted under applicable law, BioStrand’s liability to Purchaser, whether based on contract, tort or other theory or concept, shall at no time exceed Euro 25,000.

9.5    In no event shall BioStrand or its Affiliates or their respective representatives be liable to Purchaser or its Affiliates, whether based in contract, tort, warranty, obligations to undo or any other legal or equitable grounds, for any loss of the income, profit or savings or cost of capital of Purchaser or its Affiliates, for any indirect or consequential damages resulting from or relating to the order or the products delivered or Services provided hereunder, even if BioStrand has been advised of the possibility of such damages.

10. Purchaser’s Use of Products

BioStrand's Products and Services are intended solely for research purposes and, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, food, drugs, medical devices or cosmetics for humans or animals.

11. Intellectual Property Rights

11.1    All Intellectual Property related to BioStrand’s Background Materials and the use thereof is, and shall remain, the exclusive ownership of BioStrand and its affiliates at all times. Purchaser shall make no claim of ownership in or to BioStrand’s Background Materials at any time. The Purchaser will not attempt to reverse engineer, extract, decompile, or disassemble the BioStrand’s Background Materials for any purposes whatsoever. Purchaser acknowledges that, in the course of providing the Services, BioStrand may develop or discover methods, enhancements, and other improvements to BioStrand’s Background Materials (all such improvement owned by BioStrand and its affiliates are defined as “BioStrand Improvements”). Further, BioStrand shall own all patent rights, copyrights, trade secrets, and other intellectual property rights in and to each BioStrand Improvements (collectively, the “Improvement IP Rights”).

11.2    Except as provided in this Section, BioStrand retains all exclusive rights in its knowledge, experience, and know-how (including trade secrets, processes, ideas, concepts, and techniques) acquired in the course of the performance of Services and provision of Deliverables. Nothing in this Agreement shall be construed as granting a license to use the BioStrand trademarks or trade names other than to identify BioStrand as the provider of Services and Products.

11.3    Purchaser retains all right, title and interest in and to the information and other content that are submitted to BioStrand, including Purchaser Materials. Purchaser acknowledges that any information deduced from the application of BioStrands’ tools to Purchaser information and materials during the provision of the Services, that is not Purchaser’s proprietary information nor Deliverables (“Derived Materials”), will be part of BioStrand’s Background Materials as set out in Article 2. 

11.4    Purchaser accepts that BioStrand may use statistical data, logic and patterns, parts, and components of Sequences, but which does not specify or result in the exact Sequence identification, received, provided, discovered, created or generated as part of the Services to train and/or improve its Background Materials. The Purchaser accepts that BioStrand may use any Derived Materials without limitation in time or territory.  

12. Non-exclusivity

In recognition that Service Provider personnel performing under this Agreement may perform similar services for other clients, this Agreement will not prevent Service Provider from providing services or developing materials that are competitive with those developed or provided under this Agreement, regardless of any similarity between such services or materials. Service Provider will be free to use its general knowledge, skills, and experience, and any ideas, concepts, know-how and techniques used in the course of providing the Services, on other engagements. Service Provider’s other clients will have the right to use materials incorporating such ideas, concepts, know-how and techniques.

13. Purchaser’s Representations and Indemnity

13.1    Purchaser represents and warrants that it shall use all Services and Products ordered in a lawful manner.

13.2    Purchaser shall defend BioStrand, its employees, agents, Affiliates and contractors, and shall indemnify and hold them harmless from and against all suits, actions, or proceedings, at law or in equity, and from all claims, costs, liability, damages, losses and expenses (including, without limitation, attorneys' fees, consultants' fees, experts' fees) of third parties that are related to or in connection with (a) products, process or related information, if applicable, being wrongfully disclosed by Purchaser to BioStrand or others hereunder, (b) infringement, misappropriation, and/or conversion as a result of BioStrand's possession and/or use of such products, process or related information disclosed by Purchaser, (c) Purchaser’s use or any third party’s use of the Products, whether or not used, applied, made available, licensed or sold in combination with or incorporated in other product or process, or (d) the death or bodily injury of any third party or the damage, loss or destruction of any tangible personal or real property arising from or related to Purchaser's use of Products, or its manufacture or sale of any Products or utilizing of Products or process.

14. Force Majeure

Delay in performance or non-performance of any obligation contained herein, other than Purchaser's obligation to pay, shall be excused to the extent such failure or non-performance is caused by force majeure. Force majeure shall mean any cause or event preventing performance of an obligation under the order or contract which is beyond the reasonable control of BioStrand or Purchaser, as the case may be, including without limitation, physical security or cybersecurity breach (except if such could have been avoided by usual security measures) fire, flood, internet, telephone or power shortage or other similar events, mechanical breakdown, sabotage, shipwreck, embargo, explosion, strike or other labor trouble, accident, riot, acts of governmental authority (including, without limitation, act based on laws or regulations now in existence as well as those enacted in the future), and public health crisis, such as a plague, epidemic or pandemic, acts of God. The party prevented to perform by force majeure shall promptly provide notice to the other party, explaining in detail the full particulars and the expected duration thereof and it shall use its commercially reasonable efforts to remedy the interruption or delay if it is reasonably capable of being remedied. In the event a force majeure situation extends for more than thirty (30) days, the order or contract may be terminated without any liability by either party upon written notice thereof to the other.

15. Assignment and Subcontracting

15.1    BioStrand may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under orders or sales governed by these Terms and Conditions.

15.2    Purchaser may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under orders or sales governed by these Terms and Conditions, without the prior written consent of BioStrand.

16. Confidentiality

16.1    The Recipient of all Confidential Information shall use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care)  and agrees: (a) not to use any Confidential Information of the Discloser for any purpose outside the scope of these Terms and Conditions; and (b) except as otherwise authorized by the Discloser in writing, to limit access to Confidential Information of the Discloser to those of its employees, Affiliates, contractors and subcontractors who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Recipient containing protections no less stringent than those herein.

16.2    The duties of confidentiality and nondisclosure under this Agreement will not apply to any information that (i) at the time of disclosure to Recipient, had previously been published or was otherwise publicly available; (ii) is published or becomes otherwise publicly available after having been disclosed to Recipient, unless through the breach by Recipient or any of its  employees, Affiliates, contractors and subcontractors of its obligations under this these Terms and Conditions; (iii) is independently developed by Recipient without reliance on the Confidential information; or (iv) prior to disclosure to Recipient, was already in Recipient’s possession on a non-confidential basis. 

16.3    Recipient may disclose Confidential Information of Discloser as required by a subpoena, court order or otherwise by law, provided that - to the extent possible - it gives Discloser written notice in advance of such disclosure sufficient to permit Discloser to seek to quash the subpoena or obtain an appropriate protective order and, if nonetheless required to disclose, provides only the minimum Confidential Information necessary to comply with the subpoena, order, or as otherwise lawfully required.

16.4    Each party’s obligations under this section will survive termination of this Agreement and will continue in full force and effect with respect to Confidential Information of the other party for five (5) years from the date of disclosure of such Confidential Information, except that nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law or of a personal information under applicable laws pertaining to personal data. If any Confidential Information is a trade secret under applicable law, Recipient will treat such Confidential Information as confidential for the longer of ten (10) years or such later date such Confidential Information is no longer a trade secret. If any Confidential Information contains personal data, Recipient will treat such Confidential Information as confidential without limit of time and will comply with any applicable laws pertaining to the preservation of such personal data, including, without limitations Europe’s General Data Protection Regulation, Canada’s Personal Information Protection and Electronic Document Act and United States' Privacy Act and Health Insurance Portability and Accountability Act, where and when such laws are applicable.

17. Miscellaneous

17.1    Purchaser agrees that after any sale governed by these Terms and Conditions, and for a period of two (2) years thereafter, Purchaser will not hire or directly or indirectly solicit for employment any employee or independent contractor of BioStrand who performs Services hereunder.

17.2    These Terms and Conditions and any quotation, order or sale governed by these Terms and Conditions constitute the entire agreement of the parties in respect of the subject matter hereof and supersede any previous arrangement, understanding or agreement between them. Any distinct master service agreements concluded between the parties and any of its Attachment will however prevail over these Terms and Conditions.

17.3    The invalidity or unenforceability of any provision or part of these Terms and Conditions shall not affect the validity or enforceability of the remainder of these Terms and Conditions and the parties shall use all reasonable endeavors to agree within a reasonable time upon any lawful and reasonable variations to these Terms and Conditions which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the invalid or unenforceable provision.

18. Governing Law and Venue

18.1    These Terms and Conditions and any quotation, order, or sale governed by these Terms and Conditions shall be subject to and construed in accordance with the laws of Belgium.

18.2    The exclusive venue for proceedings arising under or in connection with any quotation, order or sale governed by these Terms and Conditions shall be the Brussels’ courts.

The processing of personal data is governed by our Privacy Policy.

Further information required to contact ImmunoPrecise Antibodies Ltd. and its Affiliates can also be found on our Careers page.

All warranties, conditions and other terms implied by law are excluded to the maximum extent permitted by applicable laws.

The information contained in this website is for general information purposes only. Unless expressly provided, this website and the information, products and services available on it (“Service”) is delivered “as is” without warranty of any kind. We do not warrant or represent that the Service (or the information, material or services supplied to us on which all or part of the Service depends) will be delivered free of any inaccuracies, interruptions, delays, omissions or errors (“Faults”), or that all Faults will be corrected.

We shall not be liable for any loss, damage or cost resulting from any such Faults. You assume sole responsibility and entire risk as to the suitability and results obtained from use of the Service, and any decisions made or actions taken based on the information contained in or generated by the Service. You are solely responsible for the preparation, content, accuracy and review of any documents, data, or output prepared or resulting from the use of the Services.