Terms & Conditions of Services
The present Terms & Conditions (hereinafter, “T&C”) govern the engagement and use of the offered services along with the specific conditions detailed in the relevant offer or quotation. All services, collaborations or projects (hereinafter, referred to in general as “Services” or “Service”) are performed and managed by Medcom Advance, S.A. (hereinafter, “Medcom Advance”).
Services offered and managed by Medcom Advance, are addressed to natural or legal people acting within the scope of their professional activity. The establishment of different commercial conditions and agreements from the present ones will require, in any case, an express and written agreement between the customer (hereinafter, the “Customer”) and Medcom Advance.
The Services will be deemed to be provided on the facilities of Medcom Advance.
Ordering and quotation
Quotations of the Services, upon agreed, will be emailed by Medcom Advance to the Customer. Confirmation and acceptance of the quoted price by Customer must be formalized by sending the quotation duly completed and signed to Medcom Advance’s e-mail.
Any modification in the scope of the contracted Services, prices, execution and payment terms, assumed responsibilities and other agreed conditions must be reflected in a contractual appendix or in a new contract and will be signed by authorized persons of both parties.
Prices and payment conditions
Payments should be done by bank transfer. All payments should be done in Euros and comply with the payment terms invoiced. The Customer is responsible of all the charge due to the transfer and/or the currency exchange. The Customer will be responsible for any bank charges incurred for processing wire transfers. Any other fees incurred by other banks are the responsibility of the Customer.
Proforma invoices will be sent to the Customer for the payment. 30% of the total amount should be paid upon acceptance of the quotation, before starting the contracted Service. The remaining 70% will be invoiced at the end of the Service, with due date on issuance of the invoice. VAT taxes are not included in the Services price, which will be additionally invoiced in accordance with current legal provisions.
Other works, services or concepts not expressly described in the quotation or necessary adjustments arising from a change by the Customer of the specifications and / or objectives defined in the project are not included. Any modification in the scope of the contracted Services, prices, execution and payment terms, assumed responsibilities and other agreed conditions must be reflected in a contractual appendix or in a new contract and will be signed by authorized persons of both parties.
The Customer should use its own transport means for sending samples or any other product or material required for the Service. The Customer must arrange with Medcom Advance the collection of the material. Any delivery shall be made at the Customer’s risk. If necessary, Medcom Advance can arrange transportation. In this case, the price will be added in the quotation. Certain products, for their toxicity, flammability, weight, legal restrictions or other circumstances, will need systems or special transport means. Please ask for confirmation of delivery period. Medcom Advance shall not be liable for any loss, damage or penalty as a result of any delay, deliver or otherwise perform hereunder in accordance with the “Liability” clause below.
Samples and Material
The Customer must inform about any special necessary conditions for the storage of the provided samples. The Customer should notify this information by e-mail, and with enough time before reception of the material. The Customer must inform to Medcom Advance about the physical, chemical or biological risks of any material or sample. A declaration of content and non-hazardous letter should be provided by the Customer to Medcom Advance. Medcom Advance does not accept any material which exceed the type 2 biological risk. Medcom Advance will not accept any sample or material delivered under the unappropriated conditions for their analysis. The remainder of the samples provided for the study will be returned to the Customer upon request, or kept for a maximum of 3 months after completion and then destroyed. .
Delivery times and duration
Delivery times and/or duration of the Service will be indicated to the Customer, and it will depend on the availability of the necessary products or material for the Service. Any period and performance specified or confirmed by Medcom Advance shall merely be indicative.
In case that a Service has been provided incompletely or manifestly defective, Medcom Advance undertakes to complete it or repeat it, as the case may be, this being Medcom Advance’s sole obligation in respect of the Service found to be defective or non-conforming, without being understood that any other express or implied liability arises from this anomaly. This is without prejudice to the responsibilities that may be legally required. Medcom Advance cannot warrantee the success of the assays nor the Service. Should the results obtained not enable the Service to progress further, the assay or study will be stopped and only the steps already carried out will be invoiced without any party being able to claim for compensation. The Customer has no right to attribute to Medcom Advance any technical conclusion which have not been previously written notified to the Customer.
Confidentiality and data protection
The content of the quotation, data and reports, commercial and technical information, and know-how and commercial secrets obtained during the validity of the Service or relationship, as well as any other information relating to the parties or their activities, to which the parties may have had access as a result of the Service, shall be confidential, and the parties undertake not to disclose them, except: in compliance with a legal obligation or an imperative administrative or judicial mandate; to demand or allow compliance with the provisions of the Service associated with the acceptance of the quotation. Both parties agree that all personnel belonging to their respective entities involved in the development of the Service know the confidentiality commitment regulated in this document. The files, equipment, tools, samples and other materials entrusted to Medcom Advance by the Customer will be subject to the confidentiality duties.
In accordance with the provisions of the General Data Protection Regulation (EU) 679/2016 (GDPR), Medcom Advance, the data controller, hereby informs you that personal data will be processed within the framework of the execution of these T&C and of each relevant offer or quotation for the purposes of providing the Service, as well as invoicing and payment of the Services. The legal basis is the fulfilment of a contract and the fulfilment of the legal obligations of the data controller. Personal data will be kept for as long as necessary to fulfil the purposes of the processing, as well as for the periods established by the applicable legislation. The data may be communicated to public administrations and competent authorities when necessary in compliance with legal obligations. Data subjects may exercise their rights of access, rectification, erasure, data portability, object to the processing or request its limitation, by sending their request to the address of the data controller. They may lodge a complaint with the Data Protection Supervisory Authority.
The Parties shall treat the personal data and information provided to them, and to which they have direct or indirect access, as a result of the execution of these T&C and of each relevant offer or quotation, confidentially and securely. In particular, the parties undertake to adopt the appropriate technical and organisational measures to ensure a level of security appropriate to the risk arising from the data processing activities.
In the event that Medcom Advance processes personal data on behalf of the Customer, it shall be considered to all effects and purposes as a data processor in relation to the personal data to which it has access by virtue of the provision of the Services that are subject to these T&C and the object of each relevant offer or quotation. The existence or determination of the aforementioned circumstance shall entail, together with the acceptance of this conditions, the signature by both parties of an appropriate agreement in accordance with the provisions of article 28 of the GDPR.
Intellectual and industrial property
In case that the Service is characterized by a strong component of research or technological innovation, Medcom Advance undertakes exclusively to carry out the activities according to the specifications detailed in the quotation. Obligations assumed by Medcom Advance unless otherwise provided in the quotation, are of means and facilities, and not of results.
Medcom Advance request to all Customers that in any scientific publication or dissertation of results, such as articles, communications, papers, etc. it should be noted that this work has been carried out with the facilities of Medcom Advance. For registration purposes, we would appreciate it if you would send us a copy of these posts to firstname.lastname@example.org. The partial or total reproduction (articles, posters, reports, presentations, etc.) of the results of the final results of the Service must be accompanied by a statement stating that the analyses have been carried out with the Medcom Advance technical support.
The intellectual or industrial property rights, which may originate from the development of the Service, and which may be subject to protection, will correspond to Medcom Advance. Upon agreed by both parties, Medcom Advance can grant the Customer a free license of the intellectual property originated from the Service. With this licence the Customer could exploit the results of the Service without any limitation previous notification to Medcom Advance. In case that Medcom Advance would like to exploit the intellectual property originated from the Service, it may do so as long as it does not involve a damage for the Customer. These results do not include any previous knowledge of Medcom Advance within the framework of the Service, nor to the knowledge that, if applicable, could be obtained in parallel with the Service or from future developments of the aforementioned prior information, which will continue to belong exclusively to Medcom Advance.
Medcom Advance shall only be liable for damage sustained by the Customer where Medcom Advance or any of its legal representatives or vicarious agents, has acted with wilful intent or gross negligence. This shall also apply to damage resulting from the infringement of obligations during contractual negotiations or from unauthorised acts. Except in the case of wilful intent, the Medcom Advance liability shall be limited in each case to the foreseeable damage that typically occurs.
Medcom Advance shall not be liable for any loss, damage or penalty as a result of any delay, deliver or otherwise perform hereunder due to any cause beyond Medcom Advance reasonable control, including, without limitation, unsuccessful reactions, act of the Customer, embargo or other governmental act, regulation or request affecting the conduct of Medcom Advance business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labour difficulties, epidemics, pandemics, lightning, flood, windstorm or other natural events, delay in transportation, or inability to obtain necessary labour, fuel, materials, supplies or power at current prices.
Termination of the Contract
The Services may be terminated for any of the following reasons: by mutual agreement of the parties; the end of the Service, or any subsequent extension or continuation thereof; failure of any party to fulfil its obligations in a serious manner affecting the performance or purpose of the agreement, in which case the agreement may be resolved unilaterally.
In case that the Customer decides to terminate a Service, it will satisfy the amount of the Services provided by Medcom Advance up to the time of termination, as well as the demonstrable expenses incurred by Medcom Advance in case of received orders.
All results and rights from the performed Service already performed and not completely paid will be the property of Medcom Advance.
Applicable Law and Jurisdiction
The relationships established between Medcom Advance, and the costumer shall be governed by the laws of Spain, without prejudice to the fact that other legislation may be applicable pursuant to the provisions of Spanish and/or European Union laws concerning the applicable legislation and competent jurisdictions. However, in cases where the applicable legislation provides for the Parties to submit to a given jurisdiction, Medcom Advance, and the Customer, expressly waiving their right to any other jurisdiction to which they might be entitled, shall file any disputes and/or litigations before the Courts and Tribunals of the city of Barcelona.
Any additional or deviating agreements shall be recorded in writing before becoming part of the contractual relationship.
In the event that any of the provisions of the contractual relationship, including any provision of the present T&C, be deemed void or inapplicable, totally or partially, by any court, tribunal, or competent administrative body, the remaining parts or provisions shall nevertheless remain in full force and effect. The invalid, void or impracticable provision shall be replaced by a provision which corresponds as closely as possible to the commercial purpose of the invalid, void or impracticable provisio. The same shall apply to any contractual gaps.
Non-exercise or non-enforcement on the part of Medcom Advance, of any right or provisions contained in these T&C shall not constitute a waiver to them, unless Medcom Advance acknowledges and agrees to such waiver in writing.