Terms and Conditions of Service

Last updated: 8th September 2025

1. Definitions

In these Terms, unless the context otherwise requires:

  • "Taxa Genomics", "we", "us", "our": Taxa Genomics Limited, registered in the Isle of Man, with its registered office at D5 Eden Business Park, Cooil Road, Braddan, Isle of Man, IM4 2AY, British Isles.
  • "Client", "you", "your": The purchaser or recipient of our Services.
  • "Contract": The agreement formed when we accept your Order, subject to these Terms.
  • "Order": Your request for Services, whether online, by email, in writing, or verbally (confirmed by us in writing).
  • "Services": Environmental DNA (eDNA) testing, metabarcoding, qPCR assays, DNA barcoding, microbiome analysis, consultancy, and related laboratory, bioinformatics, or reporting services.
  • "Sampling Kit" or "Kit": A kit supplied by us for the collection of environmental or biological Samples, including instructions.
  • "Sample": Any environmental or biological material submitted to us for analysis
  • "Report": The documented results, analyses, or deliverables we provide.
  • "Effective Date": The date an Order is accepted by us.
  • "Third Party": Any person or organisation not party to the Contract, including subcontractors and couriers.

2. Formation of Contract

2.1 By placing an Order, you make an offer to purchase Services. A binding Contract is formed only when we confirm acceptance in writing.

2.2 Quotations are valid for 30 days unless otherwise stated.

2.3 These Terms apply to the exclusion of all others. Any variations must be agreed in writing.

3. Fees and Payment

3.1 Fees are as stated in the Order or quotation, exclusive of VAT or other applicable taxes.

3.2 Sampling Kits must be paid for in advance.

3.3 Unless otherwise agreed, Services must be paid for in advance or within 30 days of invoice.

3.4 We may withhold Reports until payment is received in full.

3.5 Late payments may incur statutory interest in accordance with the Isle of Man Late Payment of Commercial Debts Regulations.

4. Sampling Services

4.1 Our Responsibilities

4.1.1 We will perform Services with reasonable skill and care, in line with accepted scientific practice.

4.1.2 We will use reasonable efforts to deliver Reports within agreed timescales, though timeframes are estimates only.

4.1.3 We may subcontract parts of the Services but remain responsible for performance.

4.1.4 We may be legally required to share results with regulators, e.g. species presence data, and reserve the right to do so.

4.2 Client Responsibilities

4.2.1 You must use only our Kits, and follow all instructions for collection, storage, and transport of Samples.

4.2.2 You are responsible for ensuring Samples are collected lawfully, safely, and representatively.

4.2.3 You must obtain all necessary permits, approvals, and landowner consents for sampling.

4.2.4 You must return Samples promptly, and no later than 12 months after the Effective Date. After this time, the Contract may be deemed completed.

4.2.5 You are responsible for the integrity of Samples until received by us.

4.3 Sample Handline

4.3.1 We may reject, request replacement, or destroy Samples that are inadequate, unsafe, damaged, or non-compliant.

4.3.2 Unless otherwise agreed in writing:

  • Samples are destroyed after analysis;
  • Associated data is retained for at least 4 years;
  • Contract records and invoices are retained for at least 6 years.

4.4 Warranties

4.4.1 We warrant that we have the right and authority to perform the Services, and will use reasonable care and skill.

4.4.2 Regulated tests (e.g. for licensing) will be carried out according to applicable guidelines and are deemed “fit for purpose.”

4.4.3 All other warranties, whether express or implied, are excluded to the fullest extent permitted by law.

4.5 Remedies for Defects

4.5.1 If you believe there is a defect in the Services, you must notify us promptly, within 10 business days for visible defects or within a reasonable time for latent defects.

4.5.2 Our sole obligation will be to re-perform the Service, replace the Kit, or refund the fee—at our discretion.

5. Reports and Use of Results

5.1 Reports are provided for your internal use only.

5.2 You may not publish, distribute, or rely on them for regulatory or legal purposes without our written consent.

5.3 Reports and results do not constitute legal, regulatory, or planning determinations; you are responsible for their interpretation and application.

5.4 We may use anonymised data and surplus Samples for quality assurance, method validation, and research.

6. Confidentiality and Intellectual Property

6.1 Each party will keep the other’s confidential information private, except as required by law.

6.2 All intellectual property in our methods, databases, workflows, and Reports remains with us.

6.3 You are granted a non-exclusive licence to use Reports internally. External disclosure requires our written consent.

6.4 If you provide intellectual property (e.g. maps, metadata), you grant us a licence to use it solely for fulfilling the Contract.

7. Liability

7.1 Nothing limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under Isle of Man law.

7.2 Subject to 7.1:

  • Our total liability is capped at the lesser of (i) 1.5 times the fees paid under the Contract; or (ii) £100,000.
  • We exclude all indirect, special, or consequential losses, including loss of profit, revenue, opportunity, or goodwill.

7.3 Any claims must be notified in writing within 12 months of the Report date.

8. Termination

8.1 Either party may terminate the Contract with immediate effect if the other materially breaches it and fails to remedy within 21 days of notice.

8.2 We may terminate immediately if you fail to pay on time.

8.3 On termination, you must pay for all Services performed up to that date and for any non-cancellable commitments entered into by us.

9. Force Majeure

We will not be liable for delays or failures caused by events beyond our reasonable control, including but not limited to natural disasters, pandemics, industrial disputes, transport disruption, or government restrictions.

10. Miscellaneous

10.1 If any provision is held invalid, the remaining provisions remain in force.

10.2 No waiver of rights is effective unless in writing.

10.3 Notices must be delivered by email or recorded post to the addresses notified by each party.

10.4 These Terms do not confer rights on any third party.

11. Governing Law

These Terms are governed by and construed in accordance with the laws of the Isle of Man. Any disputes will be subject to the exclusive jurisdiction of the Isle of Man Courts.

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