Genomify Ltd.

"Analysis Pipeline" means our proprietary software, algorithms, scripts, and workflows used to perform the bioinformatic analysis.

"Client Data" means all data, including but not limited to genomic sequences, metadata, and associated information, provided by you to us for the purpose of analysis.

"Genomic Matrix Analysis Label" (SKU: GA-MAT-TAG), "Matrix Label" or "Label" means a unit of digital inventory purchased by the Client, representing one Capacity Unit of analysis capacity (0.4 MB of genome size) to be consumed during the Analysis Pipeline. This is the product listed on our order page and named on our invoices.

"Consumption Protocol" means the mandatory calculation method (set out in Schedule A) used to determine the number of Labels required to process a specific dataset based on genome size and analysis complexity.

"Results" means the output data, reports, and visualisations generated by the Analysis Pipeline from your Client Data. Results do not include the Analysis Pipeline or any software, code, configuration, script or template used to produce them.

"Consumption Statement" means the record we provide with each delivery of Results, showing for each sample its identifier, genome size, the analysis modules run and the number of Labels consumed.

2.1. Digital Inventory Model: Our Services are accessed through the acquisition and consumption of Genomic Matrix Analysis Labels. These Labels constitute a digital inventory of processing capacity.

2.2. Delivery & Risk: Upon receipt of full payment, a block of serialized unique keys (representing the purchased Labels) will be securely transferred to your designated email or client portal. Title to the Labels and risk of loss pass to you immediately upon electronic delivery.

2.3. Consumption: To initiate analysis, you must insert the required number of Labels (keys) into the Sample Submission Form. The number of Labels required must be calculated in strict accordance with the Consumption Protocol (see Schedule A).

2.4. Validity: Labels are valid for use for a period of twelve (12) months from the date of delivery. Unused Labels remaining in your inventory after this period will expire and are non-refundable.

2.5. Scope: We provide bioinformatic analysis through the Analysis Pipeline only. We do not supply software, source code, scripts or bespoke development to clients under these Terms. Any other service requires a separate written agreement signed by both parties.

2.6. Consumption Statement: Each delivery of Results includes a Consumption Statement. The Labels consumed for each sample are calculated under the Consumption Protocol.

3.1. You warrant that you have all necessary rights, consents, and permissions to provide the Client Data to us for analysis.

3.2. You are responsible for ensuring that the Client Data is in the correct format and of sufficient quality for the requested analysis. We may, at our discretion, charge an additional fee for data formatting or curation.

3.3. You agree not to use our Services or any Results for any purpose that is unlawful, unethical, or in violation of any applicable regulations, including but not limited to clinical diagnostics, unless the Service is explicitly designated for such a purpose.

4.1. The price for each Genomic Matrix Analysis Label is the per-unit price shown on our order page at the time of your order. The same price applies to all clients. Volume discounts, where offered, are set out in a written quotation and are available on the same terms to any client ordering the same volume. All prices are in GBP (£) and are exclusive of VAT, which will be added where applicable.

4.2. Payment is due within 14 days upon receipt of the invoice. We are not obliged to deliver the digital Label keys to your inventory or commence any Services until full payment has been received.

4.3. Shipping & Delivery: Labels are delivered electronically as digital inventory. Risk of loss passes to the Client upon successful transmission of the keys.

5.1. We will treat all Client Data as strictly confidential and will not disclose it to any third party, except as required by law or as necessary for our subcontractors to perform the Services (who shall be bound by equivalent confidentiality obligations).

5.2. We will implement and maintain appropriate technical and organisational security measures to protect Client Data against unauthorised access, loss, or destruction.

5.3. Our confidentiality obligations shall not apply to any information that is publicly available, already known to us, or independently developed by us without reference to the Client Data.

6.1. Client Data and Results: You, the Client, shall retain full and exclusive ownership of all right, title, and interest in and to your Client Data. We hereby assign to you, with effect from full payment for the Labels consumed, all right, title and interest (including all intellectual property rights) in and to the Results generated from your Client Data. For the avoidance of doubt, we claim no intellectual property rights over your Client Data or the Results.

6.2. Our Analysis Pipeline: We shall retain sole and exclusive ownership of all right, title, and interest in and to our Analysis Pipeline, including all underlying software, code, scripts, and methodologies. Your consumption of a Label grants you a limited, non-exclusive license to use the Analysis Pipeline solely for the purpose of receiving the Services. You shall not attempt to reverse-engineer, copy, or otherwise misappropriate our Analysis Pipeline.

6.3. We will securely delete all Client Data and Results from our active systems within thirty (30) days of delivering the Results to you, unless otherwise agreed in writing.

6.4. Consumption records: Consumption Statements are not Client Data or Results. We keep them after deletion under clause 6.3 for our accounting and audit records. They contain no genomic sequence data.

7.1. We warrant that we will perform the Services with reasonable care and skill, consistent with industry standards.

7.2. Our Services and the Results are provided for research purposes only. We make no warranty that the Results will be accurate, complete, or fit for any particular purpose. The interpretation and use of the Results are solely your responsibility. The Services are not intended as a substitute for professional medical or clinical advice.

7.3. Except as expressly stated in these Terms, all warranties, whether express or implied, are hereby excluded to the fullest extent permitted by law.

8.1. Nothing in these Terms shall limit our liability for death or personal injury caused by our negligence or for fraud.

8.2. Our total aggregate liability to you for any and all claims arising out of or in connection with the Services, whether in contract, tort (including negligence), or otherwise, shall be limited to the total amount paid by you for the specific Genomic Matrix Analysis Labels giving rise to the claim.

8.3. We shall not be liable for any indirect, consequential, or special loss, or for any loss of profit, data, revenue, or business opportunity.

9.1. Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is caused by circumstances beyond its reasonable control.

9.2. Entire Agreement: These Terms, together with any written quotation we issue for your order, constitute the entire agreement between the parties and supersede all prior discussions or agreements.

9.3. Governing Law and Jurisdiction: This Agreement and any dispute or claim arising out of it shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

9.4. Application and Acceptance: These Terms apply to every quotation, order and purchase of Labels. Placing an order, issuing a purchase order or paying an invoice means you accept these Terms, which take precedence over any terms in your purchase order or other documents.

9.5. Changes: We may update these Terms from time to time. The version in force on the date of your order applies to that order. Previous versions are available on request.

9.6. Company Details: Genomify Limited is registered in England and Wales under company number 16735113. Registered office: 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom.