Terms and conditions of sale and services

1. Scope

These Terms and Conditions govern:

  • The sale of biological materials and research reagents, including pseudotyped viruses (“Products”).
  • The provision of scientific testing, development and assay services (“Services”).

By placing an order with Virion X Limited (“we”, “us”, “our”), the customer (“you”, “your”) agrees to be bound by these Terms.

2. Orders and Acceptance

  • Orders must be submitted in writing via email or purchase order.
  • Orders are subject to acceptance and confirmation by Virion X Limited.
  • We reserve the right to refuse or cancel any order at our sole discretion.

3. Pricing and Payment

  • All prices are listed in GBP and exclusive of VAT, unless stated otherwise.
  • Invoices are payable within 14 days of the invoice date, unless stated otherwise.
  • Late payments will accrue interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.
  • For orders with a total value exceeding £10,000 a 50% advance payment may be required. Where applicable, this requirement will be confirmed during the order process.

4. Delivery

  • Delivery will be made using a courier to the address provided by the customer.
  • Shipping costs and applicable taxes will be included on the invoice unless otherwise agreed.
  • Title to the Products passes on full payment; risk passes on delivery.
  • Delivery times are estimates only; we are not liable for delays outside our control.

5. Use of Products

  • All Products are sold for research use only and not for diagnostic, therapeutic or clinical use.
  • The customer is responsible for handling the Products in compliance with all applicable biosafety and regulatory requirements.
  • Products may not be resold, redistributed or transferred to any third party without prior written consent from Virion X Limited.

6. Assay Services and Sample Submission

  • Services will be provided according to the agreed scope of work and timelines.
  • Results are provided on a best-effort basis, using accepted scientific practices. No guarantees or warranties are made regarding specific outcomes.
  • You must provide all necessary materials, samples, or data in a timely and accurate manner.

Sample Submission

  • Customers must provide samples that fully comply with the sample specifications and requirements as outlined on our website or communicated prior to testing.
  • Samples must be prepared, packaged, and shipped in accordance with Virion X’s instructions and all relevant biosafety and transport regulations.
  • Virion X reserves the right to reject samples that do not meet specified criteria, are improperly packaged, or pose safety risks.
  • The accuracy and reliability of assay results depend on the quality and integrity of the submitted samples. Virion X cannot be held responsible for inaccurate or invalid results arising from improper or non-compliant samples.
  • Customers retain ownership of their samples and are responsible for ensuring that all necessary permissions, consents and legal requirements for sample transfer and testing are obtained.

7. Intellectual Property

  • All intellectual property developed by Virion X Limited, including methods, protocols, data and materials, remains the exclusive property of Virion X Limited, unless otherwise agreed in writing.
  • No licence or rights to use such IP are granted beyond what is necessary to use the delivered results for internal research purposes.

8. Confidentiality

Both parties agree to maintain the confidentiality of any non-public, proprietary, or sensitive information (“Confidential Information”) disclosed during the course of business.

This obligation:

  • Applies to all Confidential Information whether disclosed orally, in writing, or electronically.
  • Will continue for 5 years from the date of disclosure for standard confidential information.
  • Will continue indefinitely for any information identified as a trade secret or inherently confidential due to its nature or commercial value.

These obligations survive the termination of the business relationship.

9. Returns and Refunds

  • Due to the biological nature of our Products, returns are not accepted, except in cases of defect or damage attributable to Virion X Limited.
  • Any concerns must be reported within 14 calendar days of delivery or within 5 days of first use, whichever comes first.
  • Products must be stored in accordance with provided specifications. We are not responsible for issues arising from improper storage.
  • If the Product is found to be defective, a replacement or refund may be issued at our discretion.

10. Limitation of Liability

  • Virion X Limited shall not be liable for any indirect, incidental, or consequential losses or damages arising from the use of our Products or Services.
  • Our total liability is limited to the amount paid by the customer for the specific Product or Service giving rise to the claim.

11. Force Majeure

We are not liable for any failure or delay in fulfilling orders or performing Services due to events beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, transport disruptions or supplier failure.

12. Termination

  • Either party may terminate a Service engagement with 30 days’ written notice, unless work has already begun.
  • Immediate termination is permitted in the event of:
    • A material breach that is not remedied within 10 business days of notice;
    • Insolvency or cessation of business of the other party.

13. Governing Law and Jurisdiction

These Terms and Conditions are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14. Amendments

Virion X Limited reserves the right to amend these Terms and Conditions at any time. Updated terms will be made available on our website or sent directly to customers with current engagements.

15. Customer Warranty and Indemnity

  • By submitting samples to Virion X Limited or placing orders for Products and Services, you warrant that:
    • All samples and materials comply with applicable UK laws and regulations, including but not limited to biosafety, human tissue, animal by-products and transport regulations.
    • You have obtained all necessary permissions, consents, licences, and approvals required for the lawful transfer, handling, and testing of samples.
    • Samples do not contain hazardous, controlled or illegal substances unless agreed in writing by Virion X Limited.
    • Samples are packaged and shipped according to Virion X’s instructions and legal requirements.
  • You agree to indemnify and hold harmless Virion X Limited, its directors, officers, employees, and agents from all claims, liabilities, damages, costs, or expenses (including legal fees) arising from any breach of these warranties or failure to comply with applicable laws.
  • Virion X Limited reserves the right to reject or discontinue testing or supply if samples or materials do not comply with these warranties or pose risks.

16. Biosafety Disclaimer

Virion X Limited’s Products and Services are supplied for research use only and are not intended for use in humans or clinical applications, including use in or on human subjects, human embryos or for diagnostic or therapeutic purposes. All Products are non-GMP grade and are not subject to regulation by the MHRA (Medicines and Healthcare Products Regulatory Agency) or the UK Home Office for clinical or pharmaceutical use.

By purchasing or using our Products, the customer acknowledges and agrees that:

  • They possess the necessary qualifications, training and facilities to safely handle and dispose of biological materials in compliance with relevant biosafety regulations or legislation in their country. In the UK this could include the Health and Safety at Work Act 1974, the Control of Substances Hazardous to Health (COSHH) Regulations 2002, Genetically Modified Organisms (Deliberate Release) Regulations 2002, The Genetically Modified Organisms (Contained Use) Regulations 2014 and other applicable legislation and regulations.
  • They have not knowingly requested any materials that are pathogenic, infectious, toxic, or otherwise pose a risk to human health, animal health or the environment.
  • Their use of Virion X Limited’s Products is exclusively for lawful research purposes, conducted ethically and in full compliance with all relevant UK and international laws, including prohibitions on biological weapons development.

17. Publications and Acknowledgements

  • You are responsible for determining and complying with any requirements applicable to the publication or dissemination of data derived from sequences of the viral envelope proteins or any other genes or proteins used in our Products and Services. For instance, permission may be required from the group who submitted the sequence prior to publishing or presenting your results.
  • Any publication arising from use of the Products and/or Services should acknowledge Virion X Limited as the supplier.