GALEAS™ Software Services Terms of Use

1.1 In these Terms of Use the following definitions apply:

Affiliate: means an entity that, directly or indirectly, controls, is controlled by or is under common control with such party.

Analysis: means the analysis of Customer Patient Data, using the GALEAS Software, culminating in the production of the Customer Report.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the GALEAS Software Services, as further described in clause 2.

Cloud: means the cloud platform which hosts the GALEAS Software.

Cloud Credit: means the credit issued by Nonacus following the purchase of GALEAS reagent kit by Customer in a ratio of 1:1 (1 cloud credit per 1 sample reagent kit) which covers use of the analytics software and associated Cloud consumption costs as set out in Appendix 3. (Example: a 96 sample reagent kit qualifies for 96 Cloud credits, a 16 sample reagent kit qualifies for 16 Cloud credits.).

Confidential Information: means any data, scientific, commercial, financial or technical information, designs, algorithms, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential.

Contract: shall take the meaning as defined in clause 1.2.

Customer: means the person or entity who has agreed to these Terms of Use.

Customer Patient Data: means the Personal Data (as defined by applicable Data Protection Laws) uploaded by the Customer to the Cloud for the performance of the GALEAS Software Services and as set out in the Data Processing Particulars (Appendix 1).

Customer Personal Data: means the Personal Data related to Customer personnel involved in the use of the GALEAS Software Services, including without limitation Authorised Users, and as set out in the Data Processing Particulars (Appendix 1).

Customer Report: means the report issued following the Analysis of the Customer Patient Data through use of the GALEAS Software Services.

Direct Identifiers: means, by way of example, name, date of birth, or any other information, such that Nonacus would be able to identify the patient without recourse to other, externally available information.

Intellectual Property Rights: means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case, whether registered or not, including any applications to protect or register such rights, including all renewals and extensions of such rights or applications, whether vested, contingent or future to which the relevant party is or may be entitled, and in whichever part of the world existing.

Data Protection Laws: means, as applicable: a) the General Data Protection Regulation ((EU) 2016/679) (‘EU GDPR’); b) the Data Protection Act 2018; c) the retained EU law version of GDPR (“UK GDPR”) by virtue of section 3 of the European Union (Withdrawal) Act 2018 (EU GDPR and UK GDPR together referred to as ‘GDPR’); and d) any laws that replace, extend, re-enact, consolidate or amend any of the aforementioned legislation or regulation.

GALEAS reagent (kit): means GALEAS Bladder, GALEAS Hereditary plus, GALEAS Tumor or any future GALEAS branded reagent kit or Nonacus approved reagent kit.

GALEAS Software: means the combination of various software designed to enable the rapid Analysis and interpretation of sequencing data at scale, being composed of (downloadable) software for the uploading of Customer Patient Data, as well as Cloud hosted bioinformatic workflows for the interpretation and Analysis of Customer Patient Data.

GALEAS Software Services: means the GALEAS Software, the support services and use of the Cloud.
Local Privacy Laws: means the national or federal laws that apply to a specific geographical area which govern how personal information (including ‘Customer Personal Data’ and ‘Customer Patient Data’) is to be protected and may be shared with a service provider such as Nonacus.

Normal Business Hours: means Monday to Friday (9:00am until 5:00pm, GMT) except national bank holidays.

Subscription: The subscription to the Galeas Software Services which entitle the Authorised User to access and use the GALEAS Software Services in accordance with these Terms of Use for the duration of the Subscription Term.

Subscription Term: means twelve (12) months from the delivery of the GALEAS reagent kits unless extended in accordance with clause 8 of these Terms of Use or as otherwise agreed in writing with Nonacus.

Virus: means any device or thing (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Personal Data, Process(-ing), Processor, Controller, Data Subject shall take the meaning as defined in applicable ‘Data Protection Laws’.

1.2 Unless the context otherwise requires:

1.2.1 a reference to these Terms of Use means these terms and conditions;

1.2.2 a reference to the ‘Contract’ includes the terms and conditions of the contract of purchase of the GALEAS reagent kits (whether from Nonacus directly or an approved reseller), the Order of the GALEAS reagent kits, and any schedules, appendices and annexes of the foregoing (if any); and

1.2.3 any clause, schedule or other headings in these Terms of Use are included for convenience only and shall have no effect on the interpretation of these Conditions.

2.1 Subject to clause 2.2 and 2.3, in consideration of Customer agreeing to be bound by these Terms of Use, Nonacus hereby grants to Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the GALEAS Software Services for the duration of the Subscription Term solely for Customer's internal business operations.

2.2 Unless otherwise agreed with Nonacus in writing, the grant of the non-exclusive, non-transferable right and licence to use the GALEAS Software Services under clause 2.1 is conditional (condition precedent) upon Customer having purchased GALEAS reagent kits (either directly from Nonacus or an authorised reseller).

2.3 Unless otherwise agreed with Nonacus in writing, use of the GALEAS Software Services in conjunction with Customer Patient Data generated through use of reagent kits other than GALEAS reagent kit is strictly prohibited and Customer acknowledges and agrees that it shall defend, indemnify and hold harmless Nonacus from any and all claims, losses, damages costs and expenses incurred or suffered by Nonacus as a result of such breach of clause 2.1 of these Terms of Use.

2.4 If and to the extent Nonacus uses any software components which are subject to an open-source licence (‘Open Software’), the licence terms of such Open Software shall apply in addition to, and prevail over, these Terms of Use. Nonacus shall provide you with the corresponding source code of relevant Open Software, if the respective licence terms of the Open Software include such an obligation.

2.5 In relation to the Authorised Users, Customer undertakes that:

2.5.1 each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential;

2.5.2 Customer shall permit Nonacus or Nonacus' designated auditor to audit the use of the Galeas Software Services in accordance with these Terms of Use. Each such audit may be conducted no more than once per year, at Nonacus' expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Customer's normal conduct of business;

2.5.3 if any of the audits referred to in clause 2.5.2 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Nonacus' other rights, Customer shall promptly disable such passwords and Nonacus shall not issue any new passwords to any such individual; and

2.5.4 Customer and each of Customer’s Authorised User will use the GALEAS Software Services in accordance with these Terms of Use and any instructions of use provided by Nonacus from time to time.

2.6 Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the GALEAS Software Services that:

2.6.1 is unlawful, harmful, libellous, infringing, defamatory, obscene or indecent; or

2.6.2 is otherwise illegal or causes damage or injury to any person or property; and Nonacus reserves the right, without liability or prejudice to its other rights to Customer, to disable Customer's access to any material that breaches the provisions of this clause.

2.7 Customer shall not:

2.7.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms of Use:

2.7.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the GALEAS Software (as applicable) in any form or media or by any means; or

2.7.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the GALEAS Software; or

2.7.1.3 attempt to load data generated from third party reagent kits. If customer is found to be doing so, Nonacus can terminate Customer’s licence/agreement and invoice the Customer for the full cost of the Cloud Credits processed as per the current list price or, if lower, the list price on the Customer’s quotation.

2.7.2 access all or any part of the GALEAS Software Services in order to build a product or service which competes with the GALEAS Software Services;

2.7.3 use the GALEAS Software Services to provide services to third parties other than providing laboratory/clinical diagnostic services;

2.7.4 use the GALEAS Software Services in combination with reagents other than GALEAS reagents;

2.7.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users,

2.7.6 attempt to obtain, or assist third parties in obtaining, access to the GALEAS Software Services, other than as provided under this clause 2; or

2.7.7 introduce or permit the introduction of any Virus into the GALEAS Software Software or the Nonacus' network and information systems.

2.8 Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the GALEAS Software Services and, in the event of any such unauthorised access or use, promptly notify Nonacus.

2.9 The rights provided under this clause 2 are granted to Customer only, and shall not be considered granted to any Customer Affiliate.

3.1 Nonacus shall, during the Subscription Term, provide the GALEAS Software Services to Customer subject to these Terms of Use.

3.2 Nonacus shall use commercially reasonable endeavours to make the GALEAS Software Services available during Normal Business Hours, Monday to Friday, except for the following maintenance periods:

3.2.1 planned maintenance carried out during the maintenance window of 2 hours between the hours of 10.00 pm to 2.00 am UK time;

3.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that Nonacus has used reasonable endeavours to give the Customer at least 48 Normal Business Hours' notice in advance, subject to 3.2.3 and 3.2.4;

3.2.3 emergency maintenance required for security reasons which cannot be delayed in which case Nonacus is authorised to perform such emergency maintenance for a period that shall not exceed four (4) hours;

3.2.4 exceptional maintenance and disaster recovery to accommodate events that can affect core services used by Nonacus. These include Cloud outage and cyber attacks. In situations that exceed time stated in 3.2.1, 3.2.2 and 3.2.3, Nonacus will provide hourly updates in regard of system availability.

3.3 Nonacus will, as part of the GALEAS Software Services and at no additional cost to Customer, provide Customer with hot storage of resultant BAM/VCF/Text files for three (3) months and cold storage for additional six (6) months. Customer may purchase enhanced hot or cold storage of the files generated by GALEAS separately from Nonacus at such price and frequency as agreed between the parties.

4.1 Nonacus shall perform the GALEAS Software Services substantially in accordance with these Terms of Use and with reasonable skill and care.

4.2 Nonacus' obligations at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the GALEAS Software Services on reagents other than GALEAS reagents, or use of the GALEAS Software Services contrary to Nonacus' instructions, or modification or alteration of the GALEAS Software Services by any party other than the Nonacus or Nonacus' duly authorised contractors or agents. If the GALEAS Software Services do not conform with the terms of clause 4.1, Nonacus will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 4.1.

4.3 Nonacus does not warrant that:

4.3.1 Customer's use of the GALEAS Software Services will be uninterrupted or error-free;

4.3.2 the GALEAS Software Services, and/or the Analysis/Customer Reports obtained by Customer through use of the GALEAS Software services will meet Customer's requirements;

4.3.3 the GALEAS Software will be free from vulnerabilities or Viruses;

4.3.4 the GALEAS Software Services can be used in isolation;

4.3.5 Customer Report constitutes a clinical genetic diagnosis or replaces the need for validation of the Customer Report using orthogonal testing technologies; or

4.3.6 Customer Reports generated through the use of the GALEAS Software Services will replace the need for trained clinically accredited scientists to sign-off Customer Reports.

4.4 GALEAS Software Services are provided ‘as is’.

4.5 Nonacus shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the GALEAS Software Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.6 Nonacus warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms of Use.

4.7 Nonacus shall follow its archiving procedures for Customer Patient Data as set out in its Back-Up Policy available at https://nonacus.com/ or such other website address as may be notified to the Customer from time to time. Any such document may be amended by Nonacus in its sole discretion from time to time. In the event of any loss or damage to Customer Patient Data, the Customer's sole and exclusive remedy against Nonacus shall be for Nonacus to use reasonable commercial endeavours to restore the lost or damaged Customer Patient Data from the latest back-up of such Customer Patient Data maintained by Nonacus in accordance with the archiving procedure described in its Back-Up Policy. Nonacus shall not be responsible for any loss, destruction, alteration or disclosure of Customer Patient Data caused by any third party except those third parties, sub-contracted by Nonacus to perform services related to Customer Patient Data maintenance and back-up, for which it shall remain fully liable.

5.1 Customer shall provide Nonacus with:

5.1.1 all necessary co-operation in relation to these Terms of Use; and

5.1.2 all necessary access to such information as may be required by Nonacus

5.1.3 in order to provide the GALEAS Software Services, including but not limited to Customer Patient Data, security access information and configuration services.

5.2 Customer shall:

5.2.1 without affecting its other obligations under these Terms of Use, comply with all applicable laws and regulations with respect to its activities under these Terms of Use;

5.2.2 carry out all other Customer responsibilities set out in these Terms of Use in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Nonacus may adjust any agreed timetable or delivery schedule as reasonably necessary;

5.2.3 ensure that the Authorised Users use the GALEAS Software Services in accordance with these Terms of Use and be responsible for any Authorised User's breach of these Terms of Use;

5.2.4 obtain and shall maintain all necessary licences, consents, and permissions necessary for Nonacus, its contractors and agents to perform their obligations under these Terms of Use, including without limitation the GALEAS Software Services;

5.2.5 ensure that its network and systems comply with the relevant specifications provided by Nonacus from time to time; and

5.2.6 be, to the extent permitted by law and except as otherwise expressly provided in these Terms of Use, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Nonacus' data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

5.3 To the extent required under applicable Local Privacy Laws, Customer agrees:

5.3.1 To obtain all relevant patient consents in such a form and such a manner as to be compliant with Local Privacy Laws, which will allow Customer to use the GALEAS Software Services, including (without limitation) transfer to, and storage of, Customer Patient Data in the UK; and

5.3.2 To notify the Nonacus customer relationship manager/customer support team, if Local Privacy Laws require for the Customer Patient Data to be hosted in a different location.

5.4 When uploading Customer Patient Data onto the GALEAS Cloud platform, Customer agrees not to submit any Direct Identifiers, unless:

5.4.1 the ‘Customer Patient Data’ relates to patients in either the European Union or the UK;
OR

5.4.2 this has been expressly agreed with Nonacus in writing,

5.4.3 Nonacus has confirmed completion of its compliance checks; and

5.4.4 Any supplementary agreements required by Local Privacy Laws (e.g. standard contractual clauses) are in place.

5.5 Customer acknowledges and agrees that:

5.5.1 Customer Reports generated using GALEAS Software services do not constitute a clinical genetic diagnosis;

5.5.2 validation of Customer Report (using orthogonal testing technologies) is required.

5.6 Nonacus expressly disclaims any liability whatsoever for personal death or injury suffered as a result of use of Customer Reports in contravention of clause 5.5 or any breach of Local Privacy Laws in contravention of clause 5.3 or 5.4.

5.7 Customer shall defend, indemnify and hold harmless Nonacus for all and any damages, losses, claims and expenses incurred or suffered by Nonacus as a result of a breach of Customer’s obligations under clauses 5.3, 5.4 and 5.5. This clause 5.7 shall survive termination of these Terms of Use.

6.1 With the exception of clause 9 (Customer Report), all Intellectual Property Rights in or arising out of or in connection with these Terms of Use shall be owned by Nonacus.

6.2 Except as otherwise provided, these Terms of Use do not grant Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the GALEAS Software Services.

6.3 Customer shall indemnify Nonacus against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Nonacus in connection with any claim made against Nonacus for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with any instructions given to Nonacus by or on behalf of the Customer. This clause 6.3 shall survive termination of the Terms of Use.

7.1 Each party will keep confidential all information supplied by the other party which is marked or asserted as confidential at the time of its disclosure or would reasonably be considered confidential. Neither party shall, without the prior written consent of the other party, use, or make any copies, or, unless required by law, disclose to any third party the confidential information for any purpose whatsoever except for the purposes permitted or envisaged under this Agreement and only to the extent necessary for those purposes. Each party shall inform its, and its Affiliates, employees and contractors of their duty of confidentiality and shall take all reasonable steps to ensure that the other party’s confidential information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms of Use. The GALEAS Software, documentation, and any other relevant details shall be considered to be confidential information in the hands of Customer.

7.2 The obligations of confidentiality under clause 7.1 shall not extend to any part of the confidential information which is:

7.2.1 already known to the recipient prior to its disclosure by the discloser;

7.2.2 lawfully received by the recipient from a third party;

7.2.3 published at the date of such disclosure or subsequently through no fault of the recipient, or its group companies, employees or contractors;

7.2.4 independently developed by the receiving party without recourse to the confidential information and which independent development can be shown by written evidence; or

7.2.5 required to be disclosed by law to the extent of such required disclosure.

7.3 The provisions of this clause 7 shall survive termination.

8.1 Roles of Parties: To the extent applicable, the parties acknowledge and agree that:

8.1.1 the Customer is the Controller and Nonacus is the Processor for the purposes of processing Customer Patient Data pursuant to these Terms of Use; and

8.1.2 the Customer and Nonacus are each an individual Controller of Customer Personal Data for the purposes of communication with each other, and Nonacus administering services and providing information to the Customer;
each as set out in the Data Processing Particulars (Appendix 1).

8.2 Customer Processing obligations: The Customer shall at all times comply with all Data Protection Laws and/or Local Privacy Laws (as applicable) in connection with the processing of Customer Patient Data and ensure all instructions given by it to Nonacus in respect of Customer Patient Data shall at all times be in accordance with Data Protection Laws and/or Local Privacy Laws (as applicable).

8.3 Customer shall have sole responsibility for the accuracy and quality of the Customer Patient Data and for ensuring that all Customer Patient Data is obtained and uploaded in accordance with applicable laws and patient consents.

8.4 Nonacus Processing obligations: Nonacus shall process Customer Patient Data in compliance with the obligations placed on it under Data Protection Laws and/or Local Privacy Laws (as applicable).

8.5 Nonacus shall only process (and shall ensure Nonacus employees only process) the Customer Patient Data in accordance with these Terms of Use except to the extent:

8.5.1 that alternative processing instructions are agreed between the parties in writing; or

8.5.2 that alternative processing is required by applicable Local Privacy Laws (and shall inform Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest).

8.6 Technical and organisational measures: Nonacus shall implement and maintain technical and organisational measures to protect Customer Patient Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, taking into account the state of technical development and the nature of processing, as specified in Appendix 2.

8.7 GALEAS has been designed with 'privacy by design and default’ principles in mind. Nonacus shall hold Customer Patient Data in such a manner so as to enable a clear distinction between Customer Patient Data from Customer Personal Data or other Customer Patient Data .

8.8 Nonacus shall (at the Customer’s cost) assist Customer in ensuring compliance with Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws (‘security obligations’) taking into account the nature of the processing and the information available to Nonacus.

8.9 Sub-processors: Nonacus shall:

8.9.1 not permit any processing of Customer Patient Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own personnel in the course of their employment that are subject to an enforceable obligation of confidence with regards to Customer Patient Data) without the written authorisation of Customer; and

8.9.2 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Customer Patient Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 8.

8.10 Nonacus shall be liable for the acts and omissions of its Sub-processors to the same extent Nonacus would be liable if performing the services of each Sub-processor directly under these Terms of Use.

8.11 Customer hereby authorises the appointment of Sub-Processors.

8.12 Data Subject Rights: The GALEAS Software Services are designed in such a way that Customer has full control of and access to Customer Patient Data processed under these Terms of Use and henceforth Customer shall have the primary obligation to respond to data subject rights (Articles 12 to 23 GDPR) as exercised by its data subjects.

8.13 To the extent that Customer, in its use of the GALEAS Software Services is technically unable to respond to a data subject right, Nonacus shall upon Customer’s request and expense provide commercially reasonable efforts to assist Customer in its response to such a data subject right.

8.14 Nonacus shall notify Customer without undue delay abut any complaint, communication or request received directly from a data subject and pertaining to their Personal Data (Customer Patient Data) and only respond to such request upon express instructions received from the Customer.

8.15 Data Protection Impact Assessments: Where applicable by virtue of Article 28(3) of GDPR, Nonacus will provide reasonable cooperation and assistance to Customer with any data protection impact assessments which Customer is legally required to make.

8.16 Personal Data Security Incident: In accordance with the applicable Data Protection Laws, Nonacus shall notify Customer without undue delay after becoming aware of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Patient Data (a “Personal Data Security Incident”). Nonacus shall make reasonable efforts to identify the cause of such Personal Data Incident and take those steps as Customer deems necessary and reasonable in order to remediate the cause of such a Personal Data Security Incident and to the extent the remediation is within Nonacus’ reasonable control.

8.17 To the extent that Nonacus has identified that a Personal Data Security Incident has been caused or contributed by Customer or Customer’s Authorised Users, the Parties shall agree a mutual remediation plan and Nonacus shall perform any remedial action at the expense of the Customer.

8.18 Data Transfer: Acceptance of these Terms of Use shall constitute Customer’s acceptance and agreement for the Customer Patient Data to be transferred to a Cloud in the United Kingdom. Customer agrees to notify Nonacus if:

8.18.1 Customer Patient Data needs to be hosted in an alternative location; and/or

8.18.2 a supplementary agreement (e.g. standard contractual clauses) for the transfer of the data is required under applicable Local Privacy Laws.

8.19 Nonacus shall not process and/or transfer, or otherwise directly or indirectly disclose, any Customer Patient Data in or to countries outside the United Kingdom without the prior written authorisation of the Customer.

8.20 Audit: Nonacus reserves the right to monitor, intercept, and review, without further notice, Customer’s activities using the GALEAS Software Services, including without limitation data uploads and transfers (data logs). Any audit records shall be processed for compliance monitoring purposes, be retained only for as long as required and be destroyed in accordance with Nonacus’ data retention policies. Customer acknowledges that Nonacus may use anonymised data logs to improve the performance and functionality of the GALEAS Software to develop improvements, updates or modifications. Customer consents to such monitoring by acknowledging these Terms of Use.

8.21 Compliance: Nonacus shall, in accordance with Data Protection Laws, make available to Customer such information that is in its possession or control as is necessary to demonstrate Nonacus’s compliance with the obligations placed on it under this clause 6 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by Customer) for this purpose (subject to a maximum of 1 audit request in any 12 month period).

8.22 Data Retention: Subject to any provisions to the contrary, Nonacus will process Customer Patient Data for the duration of the Subscription Term, unless otherwise agreed by Nonacus and Customer in writing. Where Nonacus has a need to access a BAM file, FastQ file or VCF file containing run sequencing data in order to perform troubleshooting, such files shall be deleted within 30 working days from the date the technical issue is reported as closed by Nonacus. Customer may remove or delete data from the Cloud at any time except to the extent that Nonacus is required to retain them for legal, regulatory or auditing purposes. Backups will be deleted in line with the applicable backup data retention schedule.

8.23 Service improvement: Nonacus may process anonymised Customer Patient Data for continuous service improvement and internal research and development purposes related to GALEAS reagent kits.

Customer shall own all right, title and interest in and to all Customer Reports, subject to applicable intellectual property laws. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Reports.

[You are strongly advised to read this clause]

10.1 Except as expressly provided otherwise and subject to clause 10.2 and 10.3 of these Terms of Use:

10.1.1 The Customer assumes sole responsibility (and Nonacus shall not be liable) for the:

a) uploading of Customer Patient Data to the GALEAS Software Cloud by the Customer’s Authorised Users, including (without limitation) any breach of applicable Local Privacy Laws or any damage caused by errors or omissions in any Customer Patient Data so uploaded;

b) appropriate use of the GALEAS Software Services and Customer Reports by the Customer’s Authorised Users, officers or employees,

c) any interpretation or conclusions drawn from Customer Reports, the validation of the Customer Report (using orthogonal testing technologies) and provision of clinical genetic diagnosis on the basis of Customer Report;

d) any information, instructions or scripts provided to Nonacus by the Customer, including its Authorised Users, in connection with the GALEAS Software Services, or

e) any actions taken by Nonacus at the direction of Customer or its Authorised Users.

10.1.2 Customer shall be solely liable for the type/number of GALEAS reagent kits ordered and appropriate use of the GALEAS Software in combination with the ordered Nonacus reagent kit. In the event of a discrepancy between the type/number of GALEAS reagent kits ordered and the Customer Patient Data uploaded for Analysis, Nonacus reserves the right to charge for any additional Cloud Credits in accordance with its then current list price or, if lower, the list price on the Customer’s quotation (if applicable).

10.1.3 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this contract; and

10.1.4 The GALEAS Software Services are provided to the Customer on an "as is" basis.

10.2 As the Customer’s sole and exclusive remedy in case of non-performance or breach of Nonacus’ obligations under clause 4 of these Terms of Use, Nonacus shall, at its option, correct or re-perform the GALEAS Software Services.

10.3 Subject to clause 10.4, Nonacus’ total liability in all other respects shall not exceed an amount equal to the sums paid for the GALEAS reagent kits supplied under the Contract which entitle the Customer to the access and use of the GALEAS Software Services.

10.4 Subject to clause 10.5, Nonacus shall not be liable for consequential, indirect or special losses.

10.5 Subject to clause 10.6, Nonacus shall not be liable for any of the following (whether direct or indirect):

10.5.1 loss of profit;

10.5.2 loss or corruption of data;

10.5.3 loss of use;

10.5.4 loss of production;

10.5.5 loss of contract;

10.5.6 loss of opportunity; or

10.5.7 harm to reputation or loss of goodwill.

10.6 Notwithstanding any other provision of these Terms of Use, the liability of the parties shall not be limited in any way in respect of the following:

10.6.1 death or personal injury caused by negligence;

10.6.2 fraud or fraudulent misrepresentation; or

10.6.3 any other losses which cannot be excluded or limited by Applicable Law.

11.1 Use of the GALEAS Software Services by the Customer’s Authorised Users shall be free of charge to the extent of available Cloud Credits.

11.2 Purchase of GALEAS reagent kits will entitle the Customer to the corresponding number of Cloud Credits as set out in the Cloud Credit table in Appendix 3.

11.3 Customer may, from time to time during the Subscription Term, request authorisation of additional Cloud Credits and if so agreed by Nonacus, Nonacus shall issue additional Cloud Credits and may charge a fee in accordance with the then current list price. Where Nonacus decides to charge an additional Cloud Credit fee, the Customer agrees to pay for such invoice within 30 days of the date of invoice.

11.4 Where additional Cloud Credits are issued part way through the Subscription Term, such Subscription Term shall be extended by a further twelve (12) months.

12.1 These Subscription shall continue for the Subscription Term (including any extensions) unless terminated by Nonacus under clause 12.2 of these Terms of Use.

12.2 Without affecting any other right or remedy available to it, Nonacus may terminate the Subscription with immediate effect by giving written notice to the Customer if:

12.2.1 (where applicable) the Customer fails to pay any amount due under these Terms of Use on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or

12.2.2 the Customer commits a material breach of any term of these Terms of Use and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

12.3 On termination of the Subscription for any reason:

12.3.1 all licences granted under these Terms of Use shall immediately terminate and the Customer shall immediately cease all use of the GALEAS Software Services;

12.3.2 Nonacus may destroy or otherwise dispose of any of the Customer Patient Data and Customer Report in its possession unless Nonacus receives, no later than ten days after the effective date of the termination of the Subscription, a written request for the delivery to the Customer of the then most recent back-up of the Customer Patient Data and Customer Report. Nonacus shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding under these Terms of Use and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Nonacus in returning of Customer Patient Data and Customer Reports; and

12.3.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms of Use which existed at or before the date of termination shall not be affected or prejudiced.

12.3.4 This clause 12.3 shall survive termination.

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 60 days, the party not affected may terminate the Contract by written notice to the other party.

14.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

14.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

14.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

15.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

15.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

16.1 No failure, delay or omission by Nonacus in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

16.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by Nonacus shall prevent any future exercise of it or the exercise of any other right, power or remedy by Nonacus.

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

18.1 If there is a conflict between these Terms of Use and the Contract (for the purchase of GALEAS reagent kit), the following shall take precedence:

18.1.1 If the Contract is between Customer and Nonacus, the terms of the Contract shall prevail; and

18.1.2 If the Contract is between Customer and an approved reseller, the terms of these Terms of Use shall prevail.

19.1 Any notice given by a party under these Conditions shall:

19.1.1 be in writing and in English;

19.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email) and be sent to the relevant part at the address;

19.1.3 be sent to the relevant party at the address set out in the Contract.

19.2 Notices may be given, and are deemed received:

19.2.1 by hand: on receipt of a signature at the time of delivery;

19.2.2 by post: at 9.00 am on the second Business Day after posting; or

19.2.3 by email: on receipt of a read receipt email from the correct address.

A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).