Proposal

These standard terms (“Term”) apply to all services provided by Bioregion Institute. The agreement between the Client and Bioregion Institute is governed by this proposal and this terms and conditions.

1.1 You are deemed to have accepted these Terms and Conditions when you accept our proposal or from the commencement of any services provided (whichever occurs first).

1.2 It is explicitly agreed and understood that any standard terms of the Client are waived and shall not apply between
the Parties. If there is a conflict between the contents of this Terms and Conditions and any regulations made by you and Bioregion Institute, this Terms and Conditions shall take precedence over other regulations.

2. DEFINITIONS
2.1  In these standard terms and conditions, the following words and expressions have the meanings defined below:  BiOi – Bioregion Institute, Services – services as set out in the proposal (including any attachments), The Client, Each of the parties are also referred to as a Party, and jointly as the Parties. Service – BiOi will provide scientific research services as outlined in the attached proposal. These services are designed to assist the Client in discovering innovative products and solutions, in accordance with the specifications detailed in the proposal. Final Report - the conclusive document provided to the Client following BiOi's Service.

3. SERVICES
3.1 Services - We will carry out the assignment with acceptable skill and competence. You confirm that the scope
of the assignment is sufficient to fulfill the purpose of the assignment. The services provided are bespoke and intended solely for your use, in accordance with the purposes outlined in the proposal. 

3.2  Liability only to you - We have no liability to anyone other than you for the services we provide, unless otherwise agreed in writing with us. The Client acknowledges that BiOi does not guarantee any outcome by providing its Service or the Final Report as part of the engagement.

3.3. Limitation of Liability for Implementation Outcomes - The Client acknowledges that BiOi provides research and advisory services based on the information available and prevailing conditions at the initial stages of engagement. As such, the Client recognizes that outcomes resulting from the implementation of our Services and the Final Report may vary due to unforeseeable circumstances, evolving market dynamics, and other external factors beyond our control. BiOi shall not be held liable for any deviations between projected outcomes in our initial reports and the actual results achieved post-implementation. The Client agrees to exercise due diligence and consider all relevant factors while making implementation decisions based on our advice.

3.4  Changes - Both we and you can request a change in the Terms, assignment or in the agreement. A change will only be valid if it has been agreed in writing.

4. PAYEMENT
4.1  Payment will be done by invoice. The client needs to send over invoice information (contact person, telephone, email, organization number/ID). Our prices (including for offers ordered during a previous year) are adjusted annually in accordance with the official inflation basis from Statistics Norway.

4.2  Travel expenses: Travels, food, transport, shuttle and
hotel costs are excluded of our services/products and will be charged to the Client. In agreement with the Client these costs are invoiced separately.

4.3  For fixed agreement - When agreed and ordered by signature, no refunds are made on the cost of our service(s), product(s) and the full amount
is due by invoice end of month from the date of the order’s signature. 

4.4  Additional costs - In case of additional work, the Client will be informed before the task is executed. 

5. YOUR RESPONSABILITY
5.1  Information – In order for us to provide you with the correct advice, suitable Service or Final Report, you must ensure that (i) all information that we receive from you, or from anyone else working with or for you, (a) is given promptly, is (b) accurate and (c) complete; (ii) any assumptions are reasonable, (iii) you have the right to give us the information and documents you deliver to us, and that we have access to use this in the performance of the services.

5.2  Unless otherwise stated in the project proposal, we will not verify any information provided to us in connection with the assignment.

5.3  Your obligations - Our execution of the assignment is dependent on you fulfilling your obligations under the agreement. 

6. CONFIDENTIAL INFORMATIONS
6.1  The Parties shall maintain complete confidentiality relating to the content of this agreement, Term, content of the Final Report, Intellectual Property Rights (cf. Section 10.1) or other Confidential Information (as defined in Section 6.2) that the Parties become aware of in relation to the performance of this agreement, or that is shared in relation to the performance of this agreement. The Parties shall not share such information with third parties without prior written consent from the disclosing Party. This confidentiality clause shall survive this Agreement, without any expiration or limitation.

6.2  The term Confidential Information shall be deemed to include but not be limited to all information not publicly known and information that is owned by one of the Parties or a third party for whom the Party has performed an assignment. This includes information on Intellectual Property Rights, as defined in Section 10.1. All information received or acquired by a Party before or during the performance of the agreement, which the Party has reason to believe is Confidential Information, or which the other Party treats as Confidential Information, shall be deemed to be Confidential Information.

6.3  Confidential Information shall not comprise information that (a) is or becomes publicly known in any other way than by disclosure of Confidential Information by one of the Parties, (b) has been received by a Party from a third party that was in lawful possession of this and had no limitations to his/her right to disclose, (c) or is necessary to fulfill an order given in accordance with law or regulations or by ruling of the courts.

6.4  The Parties shall take appropriate measures to prevent the disclosure of Confidential Information to unauthorized persons, and that this obligation is upheld by all of its employees or representatives.

6.5  Each Party has a duty to notify the other Party immediately if there is a violation or suspicion of a violation of this provision.

6.6  Referral to you and services provided - We may refer to you and the services we have assisted you with in connection with marketing our services. You agree that we can do this, on the condition that we act professionally and do not share confidential information.

6.7  Provision of services to others - You agree that we may perform services for your competitors and for others who may have a conflict of interest with you, provided that this is done in a professional manner and that we do not share your confidential information.

7. DOCUMENTS
7.1  Policy – We may retain copies of all documents relevant to the Services and the Final Report, including any document provided to us by you or on your behalf. We will store all copies electronically until they are deleted.

7.2  Release – We will not release documents belonging to us (including our working papers), unless we have specifically agreed to this.

8. TERMINATION
8.1 Termination without notice - Both we and you can terminate the agreement in writing with immediate effect, if (i) the other Party materially breaches the agreement and does not correct the breach within 7 days, (ii) it is likely or appears likely that the other Party will not be able to pay the project fee or becomes insolvent or (iii) implementing the agreement (including any arrangement for settlement arrangements) may involve a breach of law or regulation,
or will entail significant reputation risk for the terminating Party.

8.2  Termination with 30 days' notice - You can terminate the agreement with 30 days' written notice. As long as it does not violate relevant professional requirements, we can also terminate the agreement with 30 days' written notice.

8.3  Fees on termination - You will pay us for all services we have performed up to the date of termination. If a fixed price has been agreed for the services, you will pay us for the services we have performed based on elapsed time at current hourly rates, up to and including the agreed fixed price. Any part of the fee that is conditional on achieving a set target shall be paid in accordance with the agreement.

9. IN GENERAL
9.1  Force majeure – Neither Party is liable
to the other Party if circumstances arise which result in a Party being unable to fulfill its obligations due to circumstances that the Party did not reasonably know about or should have known about when entering into the assignment, and neither the relationship or consequences could reasonably have been avoided or resolved by the non-complying Party.

9.2  Information regarding fulfillment – At your request, we shall hand over information that is necessary to prove our fulfillment of this agreement. Nothing in this clause requires us to act inconsistently with professional or other obligations in respect of secrecy and confidentiality. You may use the information you receive in connection with this clause only to assess our performance of the agreement. The information
must be treated confidentially.

10. INTELLECTUAL PROPERTY
10.1  "Intellectual Property Rights" includes, but is not limited to, inventions, ideas, discoveries, designs, software, databases, procedures, formulas, models, tools, algorithms, copyrights, applications, methodologies, know-how, processes, techniques, drawings, works of authorship, trademarks, domain names, trade names, protection under unfair competition law, trade secrets, and other technical, business, financial, or customer information, whether or not registrable and/or registered, and all related documentation.

10.2  Upon receipt of full payment from the Client, BiOi hereby grants the Client an irrevocable and non-exclusive right to use the Final Report solely for internal use. The Client acknowledges and agrees that the Final Report shall not be made public, disclosed, or disseminated to any third party without the prior written consent of BiOi. Furthermore, the Client agrees not to commercialize the content of the Final Report, including but not limited to selling, licensing, or otherwise exploiting the information contained therein
for commercial purposes or to circumvent BiOi’s ownership rights without prior written approval from BiOi.

10.3  Except as expressly otherwise agreed by BiOi in writing, BiOi shall own all right, title and interest, including without limitation all Intellectual Property Rights, in and to any other deliverable and underlying material created as part of BiOi’s Service and Final Report. Deliverables and underlying materials might consist of proposed products, concepts, know-how, methodology, models, reports, tests, software, research findings, composition of elements, prototypes, materials, or any other outcomes from BiOi’s Service.

10.4  If any of the Parties hold rights, for example Intellectual Property Rights prior to the signing of the Agreement, no transfer of right of ownership of such rights is conducted.

11. LAWS
11.1  The Agreement is subject to Norwegian law.
11.2  Any dispute related to the Agreement shall be sought settled amicably through negotiations. If such negotiations do not succeed, each Party may bring the dispute to a decision in the Norwegian courts, for which Vestland District Court in Bergen shall be the legal venue.