Terms of Testing Services

These Terms of Testing Services ("Terms") govern the provision of research-use-only sample testing services ("Services") by Reagent Genie Limited (trading as "Assay Genie") to any customer ("Client") submitting biological samples for analysis.

The headings in these Terms are for convenience only and are not intended to have any legal effect; references to a "person" shall be deemed to include an individual, a company or an unincorporated business or other body or legal person; all references to a statute shall be deemed to include any statutory modification, extension or re-enactment thereof for the time being in force; references importing the singular shall include the plural and vice versa; and words such as "in particular", "including", "for example" or other words indicating that examples falling within more general wording follow shall not be construed as limiting in any way the scope of the corresponding more general wording.

In consideration of the sums paid as detailed in Assay Genie's quotation, Assay Genie offers the Services (which comprise sample analysis using immunoassay technologies (e.g., ELISA, multiplex assays) for non-clinical research purposes only). Deliverables typically include raw data or data tables (the "Results") derived from submitted samples.

2.1 Experimental Nature

The Client acknowledges that the Services involve experimental procedures, and outcomes may vary based on biological variability, sample integrity, and methodological limitations. Assay Genie makes no guarantees, representations, or warranties—express or implied—regarding the accuracy, completeness, reproducibility, or suitability of any data or results generated.

2.2 Effort Commitment Only

Assay Genie commits to using reasonable efforts to carry out the Services as described in the order or quotation, within the estimated scope, budget, and timeline. These efforts do not constitute a guarantee of success or results, subject to the sample submitted being of good quality and in conformity with the description for it.

Time shall not be of the essence. Turnaround times provided are non-binding estimates and are dependent on:

• Sample receipt and approval
• Reagent availability
• Staff/resource scheduling
• Overall service queue

Delays shall not constitute a breach of contract or grounds for refund. Samples must be delivered to the delivery address specified in the quotation. Assay Genie shall inform the Client if a sample is non-compliant or defective and shall destroy it. The Client will then be required to deliver a compliant sample.

4.1 Deliverables

Results will be provided in standard digital formats (e.g., Excel, PDF) as raw data or summarized tables. A single round of revisions will be permitted to correct any documented errors. Further revisions may incur additional charges.

4.2 Feedback Period

If the Client provides no feedback requesting further analysis, the Company may agree to carry this out for an additional sum.

Assay Genie may, at its discretion, fulfil any portion of the Services using subcontractors or third-party laboratories. These subcontractors are fully managed by Assay Genie, and their identity, location, or role will not be disclosed to the Client. Assay Genie assumes no liability for their performance beyond what is expressly stated in these Terms.

6.1 Client Responsibility

The Client is solely responsible for preparing, packaging, labelling, and shipping samples according to Assay Genie's submission guidelines. The Client warrants that submitted materials:

• Are properly identified and accompanied by all required documentation
• Comply with all biosafety, ethical, and shipping regulations
• Are not subject to any embargo, restriction, or regulatory control that would prohibit their testing

6.2 Risk and Loss

Risk in the samples remains with the Client throughout. Assay Genie assumes no responsibility for:

• Sample degradation or loss in transit
• Biological variability
• Insufficient or improperly submitted material

6.3 Distributor Submissions

Any samples submitted by or through an Assay Genie-authorized distributor shall be deemed to be submitted under and subject to these Terms of Testing Services, and the end-client is responsible for ensuring compliance.

6.4 Sample Disposal

Unless otherwise agreed in writing, samples will be retained for no more than thirty (30) days after delivery of results and may then be discarded.

7.1 Research Use Only

The results provided are intended strictly for non-clinical, research-use-only applications. They may not be used for diagnostic purposes, clinical decisions, or regulatory submissions.

7.2 Use at Own Risk

The Client is solely responsible for interpreting the Results and determining how to use them. Assay Genie assumes no liability for any downstream consequences, decisions, or actions taken by the Client or any third party using the Results.

All information relating to the Client's samples and Results will be kept confidential. The Client shall not disclose, request, or attempt to reverse-engineer any methods, laboratory workflows, protocols, or identities of facilities used in the performance of the Services. Reagent Genie may anonymize and aggregate Client data internally for quality control and performance benchmarking, unless prohibited in writing.

The Client warrants that:

• It has obtained all necessary licenses, consents, and authorizations to export, import, and test the submitted samples;
• Samples submitted comply with all applicable laws, regulations, and ethical requirements related to biospecimens and testing;
• It has the legal right to submit the samples and receive the Results.

Assay Genie provides Services on a strictly independent basis. The Client acknowledges that:

• No agency, partnership, or fiduciary relationship exists;
• Assay Genie is not acting as a legal, regulatory, or clinical advisor;
• Data or feedback provided is not intended as guidance, instruction, or recommendation.

Results are the Client's property but nothing shall preclude Assay Genie from conducting similar tests on similar samples for other customers.

11.1 Cap on Liability

Subject to section 11.4, Assay Genie's total liability arising out of or in connection with the Services, whether in contract, tort (including negligence), or otherwise, shall be limited to the amount paid by the Client for the specific Service order.

11.2 Excluded Damages

Subject to section 11.4, Assay Genie shall not be liable for any:

• Indirect, incidental, special, or consequential damages
• Loss of profit, revenue, data, contracts, or business opportunity
• Cost of substitute services or repeated testing
• Regulatory or legal penalties due to Client's use of results

11.3 Proviso

Nothing in these Terms should be construed as limiting either party's liability for fraud or death or personal injury caused by its negligence or in any other manner precluded by law.

11.4 No Warranties

To the maximum extent permitted by law, all warranties, conditions, and representations by Assay Genie —express or implied, written or oral —are excluded, including any relating to fitness for purpose, performance, or non-infringement.

The Client agrees to indemnify and hold harmless Assay Genie from all liabilities, losses, or damages arising from:

• The submission, handling, or nature of the samples;
• Any third-party claims relating to the use or interpretation of the Results;
• Breach of these Terms or applicable laws by the Client.

Where Testing Services involve the use of Assay Genie's kits or reagents, the Client also agrees to be bound by Assay Genie's Terms & Conditions of Sale. In the event of any conflict, these Terms of Testing Services take precedence.

These Terms shall be governed by the laws of England and Wales, and the courts of England shall have exclusive jurisdiction to resolve any dispute arising in connection with the Services provided that Assay Genie may apply for an injunction or other interim relief and enforce a judgment awarded it by the English courts in any court of competent jurisdiction.

If at any time any one or more of these Terms (or any paragraph, sub-paragraph or any part thereof) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted here from and the validity and/or enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired thereby.

The rights and remedies of Assay Genie under these Terms shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by Assay Genie nor by any failure of or delay by Assay Genie in asserting or exercising any such rights or remedies.

These Terms apply to any agreement between Assay Genie and the Client for the supply and purchase of Services. All other terms, conditions and warranties whether written or verbal, expressed or implied, statutory or otherwise, including (without limitation) the Client's standard terms of business (if any) are to the fullest extent permitted by law excluded save to the extent provided in these Terms or in any written variation signed on behalf of both parties by their duly authorised representatives.

By confirming a quote, submitting samples, or otherwise engaging Assay Genie for testing, the Client agrees to be bound by these Terms of Testing Services.