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Terms and Conditions
This agreement is a contract between Macrogen Asia Pacific Pte Ltd (Supplier) and you (Purchaser).
It applies to the usage of the Supplier’s services. The Purchaser shall read, agree with, and accept all of the terms and conditions contained in this agreement.
1) Supply of Service
a) Services
Services are defined as those described on the Supplier’s webpages, and other additional information provided by Supplier hereafter.
b) Effective Date
This agreement comes into effect on the date when Supplier posts it in public.
It may be amended by Supplier anytime and such amendments will come into effect when Supplier posts this revised agreement in public.
2) Creation of Customer Account
a) To be eligible for our service, the Purchaser shall create a user account on the Service Portal (eg. dna.macrogen-singapore.com, etc) and obtain consent of service from the Supplier.
The Purchaser shall provide identification and other contact information necessary for creation
of the customer account and Supplier User ID.
b) The Supplier does not authorize the application of our service usage under the following circumstances:
i) Application for service using the name of other persons
ii) Provision of false, inaccurate or misleading information
3) Exclusion and Limitation of Liability
a) To the extent permitted by law, the Supplier disclaims all liability that it may have to the Purchaser or any third party arising
from any cause of action for any indirect, special, incidental, consequential damages, loss of profits or pure economic loss.
b) Any liability of the Supplier to the Purchaser hereunder shall in no event, exceed the total price of the Services provided.
c) The Purchaser is responsible for the management of the Purchaser’s ID and Password.
d) The Purchaser shall agree to receive email related to service sent by the Supplier.
e) The Purchaser shall give notice to the Supplier if the Purchaser’s ID is compromised and/or used for illegal activities.
f) The Purchaser acknowledges that any data generated by the Supplier’s services and delivered to you utilised labour, efforts, material and assets of the Supplier and its affiliated entities.
The Purchaser shall be liable for the payments of the processed order regardless whether the sequence data generated is successful or not.
4) Time of Provision of Services
a) The services shall be deemed to have been duly completed and accepted by the Purchaser if no notice to
the contrary has been received by the Supplier within seven (7) days of the delivery of the Deliverables to the Purchaser.
5) Invoicing
a) All invoices will be denominated in Singapore Dollars or US Dollars, as stated on the invoice.
b) The Purchaser shall settle all invoices for services provided within thirty (30) days from the date of the invoice in the manner required by the Supplier.
Time shall be of the essence for payment for Services provided.
c) All taxes (such as goods and services tax), delivery costs, bank charges, credit card fees and other costs and expenses
incurred in connection with any payment shall be borne by the Purchaser.
d) Supplier shall have the right to charge Purchase, in respect of any and all overdue payments,
interest at the rate of one and a half percent (1.5%) per month or part thereof (compounded).
6) Deliverables
a) The turnaround time is calculated from the time that sample is received by the Supplier until the delivery of results to the Purchaser.
b) If the result is delayed beyond the promised date, the Supplier will notify the Purchaser via email.
c) The Deliverables and all rights therein shall belong to the Purchaser. Notwithstanding the foregoing,
all background know-how and intellectual property rights used or introduced by a Party in the course of carrying out the Services
under this Agreement shall not be transferred to the other Party.
7) Confidentiality
a) Each Party shall not disclose or use any proprietary or confidential information received
from the other Party pursuant to this Agreement without the other Party’s prior written approval.
For the avoidance of doubt, the existence of this Agreement shall be deemed as confidential information of the Supplier.
b) The confidentiality obligations in this clause shall not apply to any information which is (i)
already in the possession of a receiving Party without prior restriction; (ii) independently
developed by a receiving Party; (iii) publicly disclosed by a disclosing Party; (iv) received by a
receiving Party from a third party; or (v) required to be disclosed to governmental or
regulatory bodies or to a court of competent jurisdiction pursuant to any written law,
provided, however, that such disclosure is limited to that required to be disclosed.
c) The recipient of any proprietary or confidential information shall, upon the other Party’s
request or the termination of this Agreement, return or destroy all such information with
five (5) days of such request. All such proprietary or confidential information shall be kept
confidential by the recipient for a period of three (3) years from the time of receipt.
8) Termination and Limitation of Usage
a) The Purchaser may terminate this agreement at any time, via email to the Supplier.
The email notice of termination must include personal identifiers (Name, Tel, Institute, User ID) of the Purchaser.
b) Upon receiving acknowledgement of the notice of termination, the Purchaser may not log in to the Service Portal.
c) The Supplier may terminate the Agreement without any notice, in whole or in part, if the Purchaser:
i) Violates the public order and established social norms, or commits a crime
ii) Intends to utilize service for damaging national interests and public
iii) Uses another Purchaser’s User ID and Password
iv) Registers another User ID in duplication
d) In the case of termination for any reason by any Party, the Supplier shall be entitled to be
paid for all Services carried out as of (and including) the date of termination and all works-in-
progress and non-cancellable costs, including sub-contractors’ commitments, if any, without
prejudice to its other rights.
9) Miscellaneous
a)Force Majeure. If the performance by either Party of any of its obligations under this
Agreement (except a payment obligation) is delayed or prevented by circumstances beyond
its reasonable control, that Party will not be in breach of this Agreement because of that
delay in performance. The Supplier shall, for the duration of such event, be relieved of any
obligation under this Agreement which is affected by such event.
b)Governing Law. This Agreement shall be governed by the laws of Singapore and the parties
submit to the non-exclusive jurisdiction of the Singapore courts. The application of the
United Nations Convention on Contracts for the International Sale of Goods 1980 to this
Agreement is hereby expressly excluded.
c)Assignment. The Purchaser may not assign or otherwise transfer any of its rights, benefits or
obligations hereunder without the prior written consent of the Supplier.
d)No third party rights. Unless otherwise expressly stated in this Agreement, a person who is
not party hereto shall have no right under the Singapore Contracts (Rights of Third Parties)
Act Cap. 53B to enforce any of the terms of this Agreement.
e)No use of Supplier’s name, logo or marks. The Purchaser shall not use the name, logo or
marks of the Supplier in connection with any advertisement, press release, publicity or
marketing, without the Supplier’s prior written consent. However, the Purchase may
acknowledge or describe the use of the Supplier’s services in publications and presentations
without the Supplier’s prior written consent.
f)Entire Agreement. Unless otherwise expressly specified, this Agreement embodies the
entire understanding between the Parties in respect of the subject matter herein and any
prior or contemporaneous representations, either oral or written, are hereby superseded.
No amendments or changes to this Agreement shall be effective unless made in writing and
signed by authorized representatives of the Parties.
g)Survival. Clauses 3, 5, 6, 7, 8(d) and 9 shall continue in full force in accordance with their
terms, notwithstanding the expiration or termination of this Agreement for any reason.
Appendix
Single Pass Sample Resequencing policy
Resequencing is provided only when DNA sequencing quality can be improved, in order to verify any possibility
of machine error or the Supplier’s mishandling. Therefore, request for resequencing due to Purchaser’s errors for failures such as template preparation or composition will be charged.
Similarly, submission of a new batch of samples with the same sample names, will be regarded as a new order.
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