Terms and Conditions
I. Interpretation and Definitions
a. Interpretation
The words of which the initial letter is capitalized have the below-mentioned meanings. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
b. Definitions:
For the purposes of these Terms and Conditions:
“T&C” shall mean these Terms and Conditions for GENOVESA Services governing the rights and obligations of Provider and of Customer using GENOVESA Services, when registering in GENOVESA App on address https://ngs-genovesa.biovendor.group
“Licensor” shall mean Bioxsys s.r.o. (Identification No./IČO: 08280231) registered in the Commercial Register maintained with Regional Court in Ústí and Labem, File Number 43825, e-mail contact: info@bioxsys.com is a developer of NGS software named GENOVESA (Research use only).
“Provider“ shall mean BioVendor MDx a.s. (Identification No./IČO: 29268605) registered in the Commercial Register maintained with the Regional Court in Brno, File Number B 6314, e-mail contact: info@biovendor-mdx.com is the exclusive licence holder of GENOVESA software (hereinafter referred to as “GENOVESA App“) provide a NGS services (hereinafter referred to as “GENOVESA Services“).
The terms and conditions between Licensor and Provider are governed by a separate agreement entitled "LICENSE AND OTHER COOPERATION AGREEMENT". The Licensor may have access to personal data of natural persons in connection with the performance, the Licensor will act as a processor of personal data in the performance under this Agreement and is obliged to handle personal data in accordance with the legal regulations governing the protection of personal data, in particular in accordance with Act No. 110/2019 Coll, on the processing of personal data, and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC.
Since the Provider is a member of the BioVendor Group companies, the Licensor hereby expressly agrees to grant the below-mentioned companies (within the BioVendor Group) the right to use the GENOVESA software: ViennaLab Diagnostics GmbH (Vienna, Austria).
"Customer" shall mean any (natural or legal) person who orders and uses the GENOVESA Services and the GENOVESA App.
"End Users" shall mean the individuals who are permitted by Customer to use the Services and/or GENOVESA App. For clarity, End Users may include employees of Customer affiliates and other authorized third parties.
To use GENOVESA App, the Customer must:
Conclude a contract for the use of GENOVESA Services with Provider via completing registration to GENOVESA App (hereinafter referred to as “Contract”). During the registration of the Customer a profile is created in GENOVESA App (hereinafter referred to as “Customer profile” or “Customer account”).
Accept the T&C in full extent during the registration to GENOVESA App by checking the checkbox on registration form.
Actual and valid version of T&C is available on provider web: https://ngs-genovesa.biovendor.group/terms.
Provider also reserves the right to test for a limited period and/or for a specific market(s) and/or for a specific group of Customers new services, functions, interfaces, or products ("beta testing") related to GENOVESA Services or GENOVESA App without any notice.
II. GENOVESA App
The Customer can access the GENOVESA services through the Customer account at GENOVESA App.
Details about available services are provided in GENOVESA App.
Meeting minimum configuration requirements for using the GENOVESA App is the responsibility of the Customer.
Training is offered via a range of methods including face-to-face and telephone sessions or online meetings. The Customer should contact the Provider to arrange mutually agreeable methods, dates, and times.
Provider shall take all possible measures to achieve permanent availability of Services, and in case of failures, undertakes all necessary remedial actions without undue delay. However, due to force majeure or the necessary maintenance, repairs, or other measures on the technical devices of the provider or the technical devices of third parties providing data, content, information, or transmission capacity, it will nevertheless lead to unavoidable temporary failures, interruptions, or reduction in the performance (speed) of services. Furthermore, intensive simultaneous use of services may lead to an impairment of the performance (speed).
III. Order of Services or GENOVESA App and Pricing
Ordering and pricing of Services and/or GENOVESA App is based on an individual offer between the Customer and the Provider.
Customer can contact Provider for an individual offer via email: genovesa@biovendor-mdx.com.
IV. Updates, Services and Support
Provider provides phone/email technical support (support@biovendor-mdx.com).
Provider is performing development and updates of GENOVESA App.
The purpose of the updates is primarily to adapt the application to new versions of bioinformatics software and annotation databases.
The purpose of development is to add new functionalities to the application. New functions and modules and their assignment for individual types depend on the provider's decision.
The Provider is entitled to limit or suspend the operation of the GENOVESA App for the time strictly necessary to perform updates. The Provider is not responsible for any financial losses of the Customer caused by the suspension of the application due to updates.
The provider is not responsible for issues in relation to connecting the product to any third-party programs.
V. Security
Provider and Licensor are entitled to take appropriate measures to defend against threats from cyberattacks to safety, life, health, privacy, property, assets, and other legal interests of the Customer, third parties, or the provider itself. These measures may lead to restrictions in provider services. Depending on the severity of the risks and/or significance of the legal interests under threat, temporary blocking of individual or all services may be advisable.
Provider and Licensor use appropriate technical and organizational security measures to protect Customer data against accidental or intentional manipulation, partial or complete loss, destruction, or unauthorized access by third parties. Security measures are continuously improved in line with technological developments.
In addition, Provider and Licensor commit each of their employees to data protection and confidentiality in accordance with the European Data Protection Regulation (GDPR).
VI. Duration of the Contract
The duration of the Contract for the provision of GENOVESA services is defined by the existence of an active account in the GENOVESA App.
The duration of the contract is defined with each customer and their contract with BioVendor MDx a.s.
VII. Contract Termination
The provider may terminate the Contract without giving a reason. The notice period is 2 months and runs from the day following the delivery of the notice to the Customer.
The provider reserves the right to transfer the Contract regarding the use of GENOVESA services (without changing the contractual provisions in any other respect) to another company within the BioVendor Group the Customer already provides to provider with his/her consent for this purpose. Provider shall notify the Customer in writing and in advance.
In the event of termination of the Contract, the Customer is obliged to export and back up all the data, backups and other data uploaded to the GENOVESA app.
VIII. User Rights, Use of Data
The Customer receives the non-exclusive right to use GENOVESA services, the related content, and information provided by the services during the period with an active subscription of GENOVESA services. The Customer is not permitted to disclose and/or distribute the content and information acquired through GENOVESA App services to third parties (the exception is End User).
The Provider shall protect the Customer's personal data and use them, pursuant to prior and express consent given by the Customer, in compliance with the applicable generally binding legal regulations; details for the Customer are given in Information on Personal Data Processing. The Customer grants to the provider the non-exclusive, time-limited, unrestricted, transferable, and sub-licensable right to use other data, in particular technical data, which either have no personal reference or whose personal details have been removed (anonymised data). In this context, no personal data will be disclosed and any trace of the anonymised data to the Customer is excluded.
IX. Responsibility
The Customer undertakes to ensure that the use of GENOVESA Services does not violate the provisions of these T&C, legal requirements, third party rights or moral standards. This shall also apply if he/she grants third parties access to GENOVESA App or GENOVESA services.
The Customer must refrain from any misuse of the application; in particular, it may not incorporate the application or any part of it into other websites, whether private or commercial, or distribute them commercially.
In the event of a breach of the obligations set out in this article, the Customer is liable for any damage caused to the provider, as well as for damage caused to third parties. This is especially applicable if the Customer uses the service to send testing phishing emails to email addresses without the permission of the company/domain owner.
The Customer must not use the provider products and services to spread Spam and Phishing that could harass the recipient or morally and mentally damage.
Furthermore, the Provider is not liable for defects or damage, including interruption of service provision and loss or damage of data caused by:
By entering incorrect data into the application by the Customer, incorrect procedure of the Customer when inserting information or files into the application or incorrect interpretation of the data presented by the service.
By infecting the Customer's local network or his computers with computer viruses (spyware, malware, etc.) or a hacker attack or other similar external attack.
Damage caused by a malfunction of hardware, operating system, or network, due to damage caused by a malfunction of third-party programs that run concurrently with the supplied software.
Force majeure, equipment failure, electric power failure, internet connection failure caused by the connection provider or attack on the network by a third party.
Incorrect system operation by the Customer or because of an attack on a third-party server due to non-compliance with security standards.
Infringement of copyrights, trademark rights, trade name rights and other rights protected by Czech law caused by the Customer.
Choosing an inappropriate password by the Customer or by improper password storage.
Third party to whom the Customer has given access to the application or services.
Not making regular backups properly.
For the purpose of this T&C, force majeure shall be deemed to be any event beyond the control of the contract parties, such as a state of war, legal restrictions on exports and imports, strikes, sabotage, natural disasters, pandemics and other factors beyond the provider's reasonable discretion or reasonable control which prevents the fulfilment of the concluded Contract.
Contract parties are obliged to inform the other party about the occurrence of circumstances that prevent the fulfilment of the concluded Contract without undue delay; otherwise, it loses the right to claim the consequences of these circumstances. At the end of these circumstances, the party concerned is obliged to immediately inform the other party of the alternative date for Contract fulfilment. The Provider shall fulfill the obligation to this paragraph by publishing information on the occurrence/termination of these circumstances on its official product status page.
X. User Management, Roles, and Access
GENOVESA App supports user access and role management for organizations. This means that the Customer, as the owner of the organization that they created in the GENOVESA App, can also assign access and roles for their organization to another person registered in GENOVESA App.
GENOVESA App also supports user access and role management for entities. This means that the Customer, as the owner of the organization and entity that they created in the GENOVESA App, can also assign access and roles for their entity to another person registered in GENOVESA App (e.g., the Customer's employees, third parties managing the Customer's security, etc.).
The creation of additional users and their rights is upon request, after which the Provider will create another account with assigned rights. Ordering and pricing of new user accounts is based on an individual offer between the Customer and the Provider. Customers can contact the Provider for an individual offer via email: genovesa@biovendor-mdx.com.
Roles assigned to other people for the management of organizations or entities may include privileged access rights that enable the assigned person to manage the account completely, including billing for the organization. The Customer is fully responsible for any actions performed by the user that they assigned with roles to their organization or entity. The Customer must inform what type of account they need to create for the Provider.
These T&C apply similarly to other users assigned to an organization or entity.
XI. Copyright and Confidentiality
Copyrights, as well as other intellectual property rights, relating to the software products, including manuals, and other documents distributed with the software products, remain with the respective entities as their holders and are not affected by the contract and these conditions.
The Customer is not entitled to reproduce the application for the purpose of its distribution, expand or in any way communicate to third parties, rent, or lend, unless the Provider has given their prior express and written consent.
The Customer may not modify, reverse engineer, recompile, convert from the application source code, access the source code, or make the application source code available to a third party.
The Customer is also obliged to comply with all restrictions on the use of the software stipulated by law, the contract, and these conditions.
The Customer may not remove, alter, obscure, or otherwise interfere with any copyrights or other designations of the legal entities located or stored on the Software Products, or any parts, or documentation distributed with the Software Products.
The copyright for the delivered product, accessories, and documentation belongs to the respective author. All logos, registered trademarks, trademarks, other brands, and product names belong to their respective owners.
The Customer shall ensure that third parties will not be informed in any way without the prior written consent of the Provider of the scope and performance of the contract and the documents belonging to it. The Customer acknowledges that the information is confidential in the sense of § 1730 of the Civil Code.
The Provider is obliged to maintain confidentiality of all material facts obtained during its activities arising from the contract, in particular of the facts that constitute trade secrets and confidential information of the Customer.
Without the express permission of the Provider, partial or complete copying of the Provider's price lists, brochures, photographs, catalogues, technical data, etc. is prohibited. Customers are not entitled to any rights in case of any errors or inaccurate data contained in these materials.
The subject software, as an author's work, and the databases included in it enjoy the protection of Act No. 121/2000 Sb., Copyright Act, and Act No. 40/2009 Sb., Criminal Code. The Customer is entitled to use it only to the extent and in the manner specified by the Provider.
In the event of the Customer's interference with the Licensor's copyrights, the Licensor and Provider are entitled to a contractual penalty in the amount of EUR 4,000 (in words, four thousand Euros). The contractual penalty is due and payable within 15 (fifteen) days of the date on which the Customer is notified of the interference. Paying the penalty shall not affect the right to compensation of damages and other statutory sanctions.
In addition to the right to a contractual penalty, in the event of Customer interference with the Provider’s copyright, the Provider is entitled to the rights specified under copyright law, in particular the right to refrain from further copyright infringement, the right to information on the manner and extent of unauthorized use of software, and the right to remove the consequences of copyright infringement, including the provision of reasonable redress and the issuance of any unjust enrichment.
All information communicated to Licensor or Provider by the customer, and which are referred to as either confidential or whose confidential nature is evident from the personal data of customers, constitutes confidential information pursuant to this provision. Confidential information is carefully protected by the Licensor and used only in the context of the contractual relationship. The Provider and Licensor ensure that confidential information will be made available only to those employees and other service providers committed to confidentiality to fulfill the contract.
The Provider recommends the client to make findings and/or treatment data anonymous or pseudonymize them in order to separate them from the immediate patient data so that no reference to individuals is apparent or can be made by the Provider and Licensor or third parties.
XII. Personal Data Processing, Cookies, and Google Analytics
Information on Personal Data Processing with a description of Services is available in Supplement 1.
Cookies and Google Analytics are not used.
XIII. Final Provisions
Unless otherwise agreed in a specific contract, all business relations between the provider and the Customer are governed by these conditions. The relevant provisions of the Copyright Act and other legal regulations governing the use of computer programs and databases and sanctions for their illegal use are not affected by the contract and these conditions.
The Provider reserves the right, at his sole discretion, to modify or replace T&C at any time. The Provider is obliged to publish a new version of the terms and conditions on its website/documentation without undue delay and send notification to the Customer's e-mail address. If the Customer does not withdraw from the contract within 14 days, it is considered that the Customer accepts these modifications of T&C in full.
Each party is obliged to inform the other party without delay of all facts not stated in the contract that may affect the performance of obligations under the contract.
The Customer is not entitled to transfer his rights and obligations under the contract, either in part or in whole.
Should individual provisions of this Agreement be ineffective or become ineffective, the effectiveness of the other provisions shall not be affected. Instead of the invalid provision, provisions shall be applied which, as far as possible, correspond to the economic purpose of the contract while adequately preserving the mutual interests.
The exclusive place of jurisdiction for all claims arising from the contract for the use of GENOVESA services is the general court competent according to the registered office of the provider.
All disputes arising from the contract for the use of GENOVESA services are governed exclusively by the law of the Czech Republic; the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
These T&C are valid and effective as of Jul 8, 2022.
Supplement 1
Privacy policy
Information on personal data processing
In this text we would like to inform you about processing of your personal data by company BioVendor MDx a.s. (as a controller). We would like to also inform you about your rights with this processing activity.
Personal data of registered users
The processor is storing personal data of registered users and that is name, surname, email, phone number.
Purpose of personal data is to provide NGS service of NGS data.
Storage period for this personal data is 5 years after least recent log-in to GENOVESA app.
Your rights
You have right of requesting access, rectification, erasure, and restriction of processing of your personal data from the controller. You have also right to data portability and right to object against data processing. You have right to lodge a complaint with a supervisory authority.
You’re not obliged to provide mentioned personal data, but without it we will not have all the data needed to process the service.
BioVendor MDx a.s. appreciates the trust of its clients and is ready to protect their personal information against potential abuse. The information is collected solely for the purpose of improving our services. We guarantee that the information collected will not be passed over to any third party (with expectation of member of BioVendor Group - ViennaLab and Bioxsys s.r.o.). BioVendor MDx a.s. commits each of its employees to data protection and confidentiality in accordance with the European Data Protection Regulation (GDPR).
Provision of personal information
If you become a BioVendor Customer, you grant your approval with handling of your personal information when registering. All provided information is handled exclusively in compliance with the standards and procedures stipulated by law.
The users have the right to obtain, free of charge, information about the personal data stored about them. In addition, the users have the right to rectification of inaccurate data, to blocking and erasure of their personal data, insofar as this is compatible with statutory data retention periods.
Provision of information to other persons
We really appreciate the information you provided to BioVendor MDx a.s., and regard it as strictly confidential. This means that in no case will this information be disclosed to a third party, except for companies that provide for payment transactions (such as banks, members of BioVendor Group or Bioxsys s.r.o. as Licensor). However, this is always carried out entirely within the limits stipulated by personal information protection laws.
BioVendor MDx a.s. informs the public and reliable entities about its activity, in the first place by means of website visit statistics and some Customer information. This information never contains any specific data about individual clients.
Cookies
Cookies are not used.
Data protection
Data are securely uploaded via Hypertext Transfer Protocol Secure (HTTPS) to a data centre located in the Czech Republic.
Data are stored long-term and protected behind a firewall with no access from the world wide web.