General
These Standard Terms and Conditions for the Sale of Services (“Terms”) will govern all Service Orders provided by IES or any of its affiliates (listed below) and defined as “IES Company”:
- Innovative Environmental Services Ltd located Benkenstrasse 260, 4108 Witterswil Switzerland.
- Mambo-Tox Limited located 2 Venture Road, University Science Park Southampton SO16 7NP in UK.
- i2L Research Ltd. located Capital Business Park, Wentloog, Cardiff, CF3 2PX, UK .
- i2L Research Europe s.r.o. located Lipová 1789/9, České Budějovice 2, 370 05 Czech Republic,
- i2L Research USA Inc. 1430 Joh Ave, Baltimore, MD 21227, United States.
- i2LResearch Spain S.L, C/Mare de Déu de Montserrat, 30 17844 Girona, Cornellà del Terri, Spain.
These terms apply to a single study, or several studies performed for the same sponsor (“Sponsor”) for: written and online orders, orders placed by telephone or email which have not been confirmed in writing, and orders made by a delivery of test items.
These Terms supersede and replace all prior verbal or written price quotations and, unless specifically indicated in writing, take precedence over all conflicting or inconsistent provisions of subsequent written agreements between the parties. No employee, agent or subcontractor, other than an authorized officer of IES Company, has the authority to alter or waive any of these Terms.
Acceptance of Service Order
IES Company is not obligated to start any work unless the order is clearly communicated, accepted and IES Company is provided with all required information.
Estimated timelines indicated in the Service Order are valid only on the day the Service Order is issued. The slots are first come first served basis and will be reviewed once the Service Order is signed.
Study Plan
IES Company will perform a study or studies according to a detailed written study plan. Each study plan will specify the study design, information desired, estimated duration of the study and all other matters pertinent to completion of the study. The study plan will appoint a study director (“Study Director”) to be responsible for the completion of the study and a representative of Sponsor.
The study plan will be prepared either by IES company solely or in consultation with and/or assistance of the Sponsor. IES company does not warrant that the study design and/or the study results will satisfy the requirements of any regulatory agencies at the time of submission of study results to such agencies.
The study plan may be modified or amended at the discretion of the Study Director and/or in consultation with the Sponsor during the course of the study. Detailed descriptions of all amendments must be in writing and signed by Study Director, a representative of IES Company’s management, the Sponsor, and the QAU.
Cost and Delivery Dates
Delivery dates are estimated on the issue date of the Service Order but will be subsequently agreed with the Sponsor in the study plan.
Cost is estimated on the issue date of the Service Order. Study Details reflect the minimum requirements requested by the guideline and can be adapted during the preparation of Study Plan.
IES Company shall be entitled to change cost and or estimated duration of the study if any changes are made in the Study Plan.
Study Performance
IES Company will use its best efforts according to the present state of science and technology to provide facilities, technical equipment, and staff to complete the study as described in the study plan and study plan amendments in accordance with these Terms. IES Company may employ external consultants and laboratory or field capacity for specific needs of the project. IES Company will be responsible for the work of its external resources in the same way as for its own work.
Study Materials
Study Materials are included but not limited to test items, the Safety Data sheet, COA, information about the test items, study equipment and materials which are agreed by Sponsor that Sponsor will be responsible for preparing and providing to IES Company.
The Sponsor will provide, free of charge, with enough test items, materials, or other substances with which the study shall be performed, as well as the necessary data to enable IES Company to safely and appropriately handle the material, including but not limited to all necessary identification, stability, storage and safety requirements.
If delays in the agreed commencement or performance of the study occur because of Sponsor’s inability to supply IES Company with sufficient test materials or sufficient information required to begin or perform the study, IES Company may reallocate resources being held for performance of the study. Rescheduling of studies due to lack of materials from Sponsor may be subject to additional cost (see Postponement, cancellation, or termination of studies).
Reports
IES Company will prepare the results of all studies in its standard report format, unless otherwise specified in the study plan. IES Company will provide a draft report on completion of the project.
Additional copies of reports and interim reports not specified in the study plan and/or copies of or original raw data will be provided in due time after the Sponsor’s or Sponsor’s study monitor’s respective request and expense.
IES Company will not publish any report or data prepared for Sponsor without prior written consent of the Sponsor.
Pricing and Payment Terms
Payment Terms are reflected in the Service Order. In case a Master Service Agreement is in place it will override the signed agreement in Terms.
Invoices will be provided for payment of net 30 days of its issuance date.
Confidentiality
Each party shall undertake to keep confidential any and all business and trade secrets and all other confidential or proprietary information (“Confidential Information”) obtained within the contractual relationships hereunder and shall not disclose them to third parties except as required for the purpose of the contractual relationship hereunder, without the prior written consent of the other party. Confidential Information shall not include information that is: (i) publicly known or accessible, (ii) already known or disclosed to the receiving party by a third party without breach of any obligation of secrecy, (iii) required to be disclosed to accreditation bodies for the purpose of assessments or pursuant to any legal or regulatory requirement to which Sponsor or IES Company is subject. IES Company may disclose Confidential Information to affiliates, agents, or subcontractors for the purposes of performing its obligations related to other service orders from the same Sponsor.
Visits
With prior notice of at least ten (10) business days, Sponsor’s representative may visit IES Company at reasonable times during normal business hours to observe the progress of the study.
Retention of Data and Material
IES Company will retain raw data and/or samples of the test material and/or copies or originals of the study plan, amendments, and report as appropriate and necessary in compliance with regulatory and GLP requirements applicable in IES Company’s country of origin.
Study Samples
Samples collected during environmental fate or metabolism study will be stored at no additional cost for three (3) months after study finalization, unless no finalization could be achieved twelve (12) months after issuance of the draft report, in which case a storage contract might be issued. After study completion, a Sample Elimination Statement will be sent to the Sponsor to agree on the handling of the samples. The samples may either be disposed of, stored further at IES Company for an additional cost, or shipped to the Sponsor at their expense. If the Sponsor does not respond, the study samples will be destroyed. It is responsibility of the Sponsor to update the contact detail of the person responsible for sample storage.
Samples from other study types will be discarded will be discarded at finalization of the studies.
Radiolabelled Test Item
Radiolabelled test items will be automatically discarded three (3) months after the issue of the finalized study report if less than one (1) MBq of the test item(s) remain. Sponsor will be asked and shall direct whether to destroy, retain for a standard storage fee or transfer to any address the remaining test item.
Postponement, cancellation, or termination of Studies
If the Sponsor requests to postpone a Study, IES Company will make every effort to accommodate the requested change. However, due to resource constraints, it may not be possible to accommodate the new schedule requested by the Sponsor. If the new schedule is not acceptable, the Sponsor may decide to cancel the Study, in which case IES Company reserves the right to charge for lost income up to the maximum amount of the study cost.
Sponsor may terminate any running study prior to completion by giving written notice not less than thirty (30) days. In such an event, IES Company shall immediately comply with such notice to terminate work on the study and use its best effort to reduce cost to Sponsor. Sponsor shall pay IES Company all its cost incurred or irrevocably obligated, all winddown costs incurred by IES Company resulting from such termination.
The termination of this agreement shall not relieve either party of its obligations to the other in respect of confidentiality of information, indemnification and/or compensation for services performed.
Sponsor may cancel any study prior to initiation by giving written notice to IES Company. Studies terminated prior to the initiation date are subject to cancellation fee in accordance with conditions specified in the Service Order.
Limited Warranties and Responsibilities
IES Company does not guarantee, either express or imply, that the results of any services provided will meet the acceptance or other criteria set out by Sponsor. IES Company does not accept responsibility for failure to meet any acceptance other than the validity criteria established by the regulatory guideline. Objections to test validity or results have to be made within thirty (30) days after the Sponsor receives the relevant information or results. In case of different opinions about validity both parties can pursue for an independent judge or arbitration (whose cost will be shared 50%/50% between IES Company and the Sponsor) and both parties have to accept the judgement.
If the field work must be halted due to adverse weather conditions, e.g., drought or inclement weather, no more than 50% of the total cost of the trial will be discounted. Field work that has been performed will be pro-rated accordingly.
If a field trial (efficacy trial) ends without results (absence of the pest/disease under study, for example) due to circumstances within the control of IES Company, no more than 30% of the total cost will be discounted.
Sponsor is responsible for the proper delivery of test item. Unless otherwise agreed in writing, IES Company accepts no responsibility for any loss or damage which may occur to any test item in transit or to any facility or site where services are being delivered. Sponsor will be liable for the security, packaging, and insurance of the test item from its dispatch until it is delivered to the offices or the laboratories of IES Company. IES Company will use reasonable care in handling and storing test item respecting the information provided in the MSDS or any other document provided by the sponsor.
It is Sponsor’s responsibility to inform of any known toxicity and/or safety hazards that may be involved in the use and handling of any test items, materials, or other substancesused in the studies. IES Company disclaims and denies all responsibility for all injuries that may occur to personnel, property, or environment caused by said test items, materials, or other substances. Any such injury is the responsibility of Sponsor.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, IES COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH ITS PERFORMANCE OF SERVICES AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IES COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Liability and Indemnification
IES Company undertakes to exercise due care and skill in the performance of its services and accepts responsibility for non-fulfilment of its obligations only where skill and care is not exercised and negligence by IES Company is proven. IES Company cannot be held liable for delays, errors, damages or other problems caused by events or circumstances which are unforeseen or beyond IES Company’s reasonable control, or which result from compliance with governmental requests, laws and regulations.
IES Company’s liability for breach of these Terms, or for any negligence or other wrongdoing in the performance of services, is limited, at: (1) re-performing the services ordered or (2) refunding the total fee paid for the particular services at issue.
IN NO EVENT SHALL IES COMPANY BE LIABLE TO SPONSOR OR ANY THIRD PARTY, UNDER THIS AGREEMENT OR THROUGH THE USE OF THE FINAL REPORT OR ANY OTHER WORK PRODUCT, FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF SPONSOR OR SUCH THIRD PARTY.
IES Company agrees to defend, indemnify, and hold harmless Sponsor, its directors, officers, representatives, agents, employees and contractors from and against any and all claims, demands, costs, or other causes of action (collectively “Claims”) which are the proven direct result of IES Company’s willful misconduct or fraud in connection with the performance of services.
Except to the extent of any required indemnity by IES Company pursuant to these Terms, Sponsor agrees to defend, indemnify and hold harmless IES Company, its affiliates and their respective officers, directors, agents, employees, representatives and contractors from and against any and all Claims arising out of or relating to: (i) the performance of services in accordance with these Terms; (ii) Sponsor’s use of any products reviewed or analyzed by IES Company; or (iii) the use of any results or reports or any other data or analysis provided by IES Company hereunder.
Compliance with Law
Both parties agree to comply with all applicable laws including, but not limited to, the UK Antibribery Act, Foreign Corrupt Practices Act (FCPA), EU’s General Data Protection Regulation (GDPR), UK’s Data Protection Act, and all other laws and regulations applicable to the parties.
Force Majeure
Either party shall be excused from performing its obligations under this agreement if its performance is delayed or prevented by any event beyond such party’s reasonable control, including but not limited to fire, explosion, weather, disease, pandemic, war, insurrection, civil strife, riot, government action, or power failure, provided that such performance will be excused only to the extent of and during such delay. Any time specified for completion of performance in the study plan shall be automatically extended for a period of time equal to the period of such force majeure delay. IES Company will promptly notify Sponsor if, by reason of any events referred to herein, IES Company is unable to meet any such time for performance specified in the study plan. If any part of the study is invalid as result of a force majeure delay, IES Company will, upon written request of Sponsor and at Sponsor’s sole cost and expense, repeat that part of the study affected by the delay.
Assignment
This agreement and relationship shall not be assigned in whole or in part by either party without the prior written consent of the other, which consent shall not be unreasonably withheld. Any attempt to assign this agreement without consent shall be void and of no effect.
Applicable Law
These Terms shall be construed and enforced in accordance with the laws of Switzerland.
These Terms and Conditions were last updated on: 10th of February 2025.
