Gigabases Terms and Conditions

Terms of Use

Please read these Terms of Use carefully, as they outline your legal rights and obligations concerning the use of our Website and Services. By using our Website, you agree to be bound by Gigabases Terms, and upon registering with the Website, we will ask you to agree to our Terms of Use, Terms of Sale and Supply, Privacy Terms, Cookie Policy, and Gigabases Policy on controlled DNA, which is collectively referred herein as Gigabases Terms or Terms thereafter.

Please note that Gigabases may revise or terminate Gigabases Terms and Conditions for any reason at any time and without further notice. You should periodically visit this page to review the then-valid terms and conditions.

We will not file a copy of Gigabases Terms specifically about you, and they may not be accessible on our Website in the future. You should therefore print a copy of these Terms for future reference.

Gigabases Terms are available in the English language only.

Where Gigabases sells Products directly via the Website, such sales will be exclusively governed by the Gigabases Terms of Sale and Supply.

We would also like to draw your attention, particularly to Clause 3.2 of Gigabases Terms of Use, which provides that you must not conduct any systematic data collection, scraping, data mining, data extraction, or automated data harvesting activities on or about the Website.

1. Definitions and interpretation

1.1 In these Terms:

"Customer" means a person (legal or natural) who buys or proposes to buy Products from Gigabases via the Website;

"Catalogue Information" means information about Products and Product suggestions held on or about the Website;

"Force Majeure Event" means any event which is beyond our reasonable control (including, without limitation, failures of or problems with the internet or a part of the internet, failures of any of our internet service providers, hacker attacks, virus, and other malicious software attacks or infections, power failures, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, pandemics, civil riots, terrorist attacks or wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application or right of application), including without limitation copyright, moral rights, performers' rights, performers' moral rights, know-how, confidential information, trade secrets, business names and domain names, trademarks, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights like unfair competition rights or rights to sue for passing off;

"Customized Product, DNA Product, Product" means a custom-made long-chain nucleic acids compound, intended primarily for laboratory research use, offered for sale and sold by Gigabases via the Website; Each nucleic acids compound encompasses a unique nucleic acid (DNA) sequence that is designed and manufactured through the process of DNA synthesis according to the specific preferences and specifications of a particular customer. For each customer, all our Products are manufactured anew and tailored to their individual needs.

"Quote" means a non-binding quotation provided by us in response to your request for DNA Product(s);

"Purchase Order" means the Customer Order placed to purchase Product(s) from Gigabases Website;

"Purchase Price" means the amount payable in respect of a purchase of Product(s) made via the Website;

"Website" means the website at www.gigabases.com or any successor site operated by us.

1.2 References in these Terms to "Gigabases, we, our, ours and us" refer to Gigabases Switzerland AG, a corporation under Swiss law, registered in the Commercial Register of the Canton of Basel Landschaft. "You, your, their, theirs" refers to all persons accessing the Website.

1.3 References in these Terms to "you" mean the person using the Website; and in the case of Buyers, the person (natural or legal) making or proposing to purchase Products.

2. Intellectual Property Rights

2.1 We or our licensors own the intellectual property rights in the Website and the material on the Website.

2.2 You may view, download and print pages from the Website for your use and distribution within your organization, subject to the following restrictions. Except where you are acting concerning the material in which you own or license the relevant rights, you may not:

    • republish material from the Website (including republishing it on another website);
    • sell, rent, or sub-license material from the Website; or
    • distribute or redistribute any material from the Website.

2.4 You must not edit or otherwise modify any material on the website unless:

    • if you are acting with the material in which you own or license the relevant rights; or
    • in the course of using a feature of the Website intended for editing or modifying such material.

3. Acceptable use and registration

3.1 You must not use the Website:

in any way that causes or is likely to cause damage to the Website or impairment of the availability or accessibility of the Website;

in a manner that is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;

Copy, store, host, transmit, broadcast, post or distribute:

  1. (i) mass mailings or spam or any other material that may cause inconvenience or annoyance to an Internet user;
  2. (ii) material which: is defamatory, obscene, indecent, hateful, discriminatory, or inflammatory; infringes any person's Intellectual Property Rights or rights of confidence; impinges upon any person's privacy; constitutes incitement to commit a crime; or is misleading, deceptive, sexually explicit, threatening, abusive, harassing or menacing; or
  3. (iii) material that is illegal or prohibited, or that could give rise to legal action under Swiss law or any other applicable law.

3.2 You must not conduct any systematic data collection, scraping, data mining, data extraction, or automated data harvesting activities on or about the Website.

3.3 You must not use the Website to copy, store, host, transmit, post, publish, or distribute any material consisting of (or linked directly or indirectly to) any virus, Trojan horse, worm, time bomb, or other computer programming routine designed to damage, adversely affect, surreptitiously intercept or expropriate any system, data or personal information.

4. Registered users

4.1 Access to certain areas of the Website is restricted to registered users.

4.2 You are responsible for providing truthful and complete information during registration. Keep the personal access data confidential and do not make it accessible to unauthorized third parties. You receive confirmation of the registration after sending the registration by clicking on the button.

4.3 We reserve the right to restrict access to other areas of the Website, or indeed the whole Website, at our discretion.

4.4 You warrant that all information you provide during the registration process is true, accurate, reasonably complete, and not misleading.

4.5 You undertake to keep all information we hold in our database submitted by you up-to-date.

4.6 Do not allow others to use your user ID and password. Also, the confidentiality of user IDs and passwords must be ensured.

4.7 You accept responsibility for all activities that occur under or with your user ID and password.

4.8 We reserve the right to refuse any application to become a Registered User or revoke access at any time.

4.9 Gigabases has no obligation to accept registrations or orders from registered customers. We are not obliged to keep our offer permanently available. Orders already confirmed by us remain unaffected.

5. Website services

5.1 Services available on the website to all registered users include:

    • a protein search interface;
    • capabilities for searching and viewing protein catalogs;
    • a digital design platform for the 3D engineering of proteins and their encoding into long-chain nucleic acid sequences; and
    • a service to purchase custom-made DNA Products from Gigabases.

5.3 For product ordering through the website, the capabilities to search proteins and the digital design platform for the 3D engineering of proteins are provided free of charge.

5.4 We may vary the services available on the Website at our absolute discretion at any time, with or without notice.

6. Limited warranties

6.1 You warrant to us that:

    • you can lawfully enter into and form contracts under applicable law;
    • you have full authority, power, and capacity to enter these Terms.

6.2 While we endeavor to ensure that the information on the Website is correct, we do not guarantee its completeness or accuracy. Nor do we undertake to ensure that the Website remains available or that the material on the Website is kept up to date

6.3 Subject to the warranties set out in these Terms, we make no warranties or representations to you about the Website and your use of the Website. We exclude all such warranties and representations.

7. Breaches of these Terms

7.1 Without prejudice to our other rights under these Terms, if you breach these Terms in any way, or if we reasonably suspect that you have breached any of these Terms in any way, we may:

    • delete or edit any of your User Information;
    • send you one or more formal warnings;
    • temporarily suspend your account and or your access to the Website;
    • delete your account with the Website and or permanently prohibit you from using the Website;
    • block computers using your IP address from accessing the Website.

7.2 Where we suspend or prohibit your access to the Website or a part of the Website, you must not take any action to circumvent such suspension or prohibition (including without limitation using a different account).

8. General

8.1 The Website may include links to other websites provided by third parties. These links are not recommendations and are provided for your information only. We have no control over the contents of those websites and accept no responsibility for them or for any loss or damage that may arise from your use of them.

8.2 Gigabases and our logo are trademarks belonging to us. We do not permit the use of these trademarks.

8.3 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. Such invalid or unenforceable provisions or a portion thereof will be deemed omitted.

8.4 No waiver by us of any provision of these Terms, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that provision or any other provision of these Terms by us.

8.5 The agreement under these Terms is made for the benefit of the parties and is not intended to benefit or be enforceable by any other person. The right of the parties to terminate, rescind, or agree to any amendment, variation, waiver, or settlement under these Terms is not subject to the consent of any third party.

8.6 You may not assign, charge, sub-contract, or otherwise transfer your rights and obligations under these Terms. Any attempt by you to do so will be null and void. We may assign, charge, sub-contract, or otherwise transfer our rights and obligations under these Terms without giving you notice or obtaining your consent.

8.7 We may vary these Terms from time to time by posting a revised version on the Website. Continued use of the Website after that will constitute your acceptance of the revised Terms.

8.8 These Terms constitute the entire agreement between you and us concerning your use of the Website. They supersede all previous agreements in respect of your use of the Website.

8.9 These Terms will be governed by and construed under Swiss law.

9. About us

9.1 The website is owned and operated by Gigabases Switzerland AG, a company established under the law of Switzerland and having its principal place of business at Brunngasse 11, CH-4153 Reinach, Switzerland.

9.2 Gigabases Switzerland company registration number is CHE-156.001.414.

9.3 To contact Gigabases Switzerland AG, write to the above address or use our contact form provided on Gigabases website.

Version 1.3, April 28, 2023

Terms of Sale and Supply

Please read these Gigabases Terms of Sale and Supply carefully as they set out your legal rights, obligations, conditions, and applicable law about orders and purchases of DNA Products on our Website. You may not order any DNA Products on our Website if you do not agree with applicable laws and our Terms of Use, Terms of Sale and Supply, Privacy Terms, Cookie Policy, and Gigabases Policy on controlled DNA, which is collectively referred to herein as Gigabases Terms or Terms thereafter. By using our website and related tools, you agree to be bound by Gigabases Terms; and when you register on the website, we will ask you to expressly agree to these Terms.

Please note that Gigabases may revise or terminate Gigabases' Terms and Conditions for any reason at any time and without further notice. Therefore, as you are bound by any such amendments, you should periodically visit this page to review the then-valid Gigabases Terms and Conditions.

We do not keep a copy of Gigabases Terms specifically for you, and they may not be accessible on our website in the future. You should therefore print a copy of these Terms for future reference.

Gigabases Terms are available in the English language only.

Where Gigabases sells Products directly via the Website, such sales will be exclusively governed by the following Gigabases Terms of Sale and Supply.

We would also like to draw your attention, in particular, to Clause 1.2 of these Terms, which provides that we exclusively accept orders from commercial, academic, educational, and government agencies and organizations. Private individuals must not order Products from our website.

1 Introduction

1.1 These Terms of Sale and Supply and other Terms of Gigabases Terms and Conditions apply to the supply of DNA Products ("Products") by Gigabases ("we", "our", "ours", and "us") to customers ("you, your") on our website ("Website") and govern the rights and obligations of both parties.

1.2 We exclusively accept orders from commercial, academic, educational, and government agencies and organizations. Private individuals must not order Products from our website.

2. Customer Sequence Submission, Information, and Deliverables

2.1 You must order DNA products ("Products") from Gigabases by adding a Sequence Submission ("Sequence Submission") to the shopping cart for each Product. Your Sequence Submission contains the genetic sequence of the desired product, which may be unmodified, natural, calculated, or optimized, provided through the Gigabases search platform, and may or may not be customized by the customer.

2.2 In any event, adding DNA Products to your shopping cart through our web platform constitutes a Sequence Submission by you as the customer. Whether or not such genetic sequences have been suggested to you through the Gigabases Search Platform, and whether or not such sequences have been customized by you.

2.3 You must ensure that each Sequence Submission conforms to the guidelines specified in these Terms and Conditions on Gigabases Website and or otherwise published by Gigabases.

2.4 With each Order and its Sequence Submission, you will provide to Gigabases genetic sequences and related information ("Sequence Information"). You represent and warrant that the Sequence Information is accurate and complete for each Product in the corresponding Order and conforms to the applicable requirements outlined in these Terms and Conditions and Gigabases Terms in general.

2.5 We are not liable or responsible for nor be in breach hereunder on account of any errors, inaccuracies, deficiencies, or problems with any Sequence Submission and or Sequence Information by these Terms and Conditions or the applicable Order.

3 Customer Deliverables

3.1 You must provide the Sequence Submission and Sequence Information ("Customer Deliverables) at your sole expense to enable Gigabases to make and supply the Products timely.

3.2 You are solely responsible for any content related to Customer Deliverables. You represent and warrant that you have all necessary rights, licenses, consents, and permissions to provide the Customer Deliverables to Gigabases for use in making and supplying the Products and that Gigabases's use of the Customer Deliverables and any Products does not violate any applicable laws or infringe third-party rights.

3.3 Upon Sequence Submission, you represent and warrant that:

    • You have all rights, licenses, consents, and permissions required to provide the Customer Deliverables to Gigabases and for Gigabases to use such Customer Deliverables to make and supply the Products and otherwise perform under these Terms and Conditions and the applicable Order;
    • You have the right to have the Sequence Information synthesized and made by Gigabases hereunder; and
    • Gigabases possession and use of the Customer Deliverables and any Product that you order under and by these Terms and Conditions and the applicable Order does not violate any applicable laws or Customer agreement, require registration or other action under Federal Select Agent Program regulations or other biosecurity requirements (collectively, "Biosecurity Requirements"), or infringe or misappropriate the intellectual property rights of any third party.

3.4 You represent and warrant that no Customer Deliverables provided and no Products you order from us are or contain the protein-coding sequence for:

    • any sequence coding for functional forms of a toxin covered by Biosecurity Requirements,
    • greater than 20 percent of the genomes of a bacteria or virus covered by Biosecurity Requirements,
    • a sequence capable of transferring the pathogenic potential of any organism or virus covered by Biosecurity Requirements, or
    • hazardous materials, known function with potential for dual-use or prohibited by any government law and regulations including by inference, speculation or homology, or
    • any sequence or sequence portion thereof with the intent to reconstitute harmful or prohibited functions or yield regulated or prohibited products.

3.5 You further represent and warrant that you have provided Gigabases with all material information of which you are aware regarding any toxic substances or material hazards associated with the handling, transport, exposure, or another usage of the Customer Deliverables or Products based on the Sequence Information.

3.6 We reserve the right (but have no obligation under these Terms and Conditions) to screen all Purchase Orders and associated Sequence Submissions as Gigabases believes to be appropriate to help ensure legal compliance concerning Orders including by, without limitation, the screening against the list of Select Agents and Toxins covered by Biosecurity Requirements, and any similar list to promote biosecurity (and if applicable, reject any Purchase Orders or cancel any Orders as appropriate).

3.7 You cooperate with Gigabases in connection with such screening by, among other steps, on request providing written confirmation regarding your identity, use of Products, Products' status under Biosecurity Requirements, or other matters. You guarantee the accuracy of any such written confirmation. Your supply of any inaccurate written confirmation or your actions that conflict with such written confirmation constitutes a breach of our Terms and Conditions and Gigabases Terms.

4 Gigabases Use of Customer Deliverables

4.1 You grant us (and our affiliates) a nonexclusive license to use and develop the Customer Deliverables solely to make and supply the Products under an Order (including without limitation any synthesis, validation, and quality control activities in connection thereby), otherwise perform under these Terms and Conditions, and in compliance with applicable laws and regulations.

4.2 Gigabases does not sell, transfer, disclose, or otherwise provide access to the Customer Deliverables to any third party without the prior written consent of Customer except in connection with a Permitted Assignment (as defined below) of these Terms and Conditions, for synthesis, validation, process improvement, and quality control activities, or as required to comply with applicable laws and regulations. Any third-party disclosure of Customer Deliverables shall be under comparable confidentiality restrictions. Except to the extent the Order or these Terms and Conditions expressly state otherwise, or under your prior written consent.

4.3 We have no obligation to return any unused Customer Deliverables. We are not liable for any damage to or destruction of any Customer Deliverables. Notwithstanding, concerning data and information within the Customer Deliverables, we may use such data for some limited internal purposes as expressly authorized in our published Privacy Policy.

5. Quotations

5.1 We may issue a Quotation ("Quotation") to you with the price and other relevant details of the Product. Before issuing a Quotation, we may review the Sequence Submission for feasibility, biosecurity, legal compliance, and other issues. Only our firm final Quotation shall be deemed valid, and each Quotation expires after thirty (30) days.

6 Purchase Orders

6.1 You must issue a purchase order ("Purchase Order") before the Quotation expires. The accepted Quotation and Purchase Order collectively become an "Order".

6.2 You may not cancel such an Order. Each product ordered from our website consists of a specific, custom-made DNA Product ("Customized Product). For these reasons, the product orders cannot be canceled by you after the order has been placed.

7 DNA Product Supply

7.1 Upon acceptance of an Order, we will make commercially reasonable efforts to synthesize and supply the Products specified in the Order based on the corresponding Quotation and by these Terms and Conditions. However, we have no obligation to begin the synthesis or any other activities related to the Products until an Order has been accepted.

7.2 We provide updates on the progress of the synthesis, validation, and quality control activities of the ordered Products through the web platform.

7.3 Gigabases reserve the right to cancel any Order if we determine, at our discretion, that cancellation is necessary for biosecurity, biosafety, patent infringement, export restrictions, and or feasibility reasons. If we fail to make the Products despite reasonable efforts, the corresponding Product Order will be canceled, and you will be notified accordingly.

7.4 Any cancellation of an Order as described above by us shall not incur any penalty or liability to Gigabases. However, any prepaid amounts for the Products will be promptly refunded to you by Gigabases.

8 Pricing

8.1 Our prices are given in US dollars. Payment for all orders is accepted exclusively in US dollars.

8.2 All amounts specified on the www.gigabases.com Website or in a Quotation or otherwise payable to Gigabases under a Contract are (unless the context requires otherwise) stated exclusive of all value added taxes, sales taxes, goods and services taxes, custom duties, inspection fees, testing fees, export/import taxes and duties and any other governmental tax, duty or fee imposed by any governmental authority on the Products or the Contract, which will be payable by the Customer in addition to the price of the Products and other amounts due under these Terms, and which, as applicable, we may add to your invoice.

8.3 You must pay Gigabases the purchase price, fees, and other payments (if any) specified in each Order (collectively, "Fees") for Gigabases production and supply of products and other performance under these Terms and Conditions.

8.4 Only the pricing in the Quotation for a given Sequence Submission is valid, and we are not bound or subject to any other pricing, regardless of where stated or published.

8.5 Gigabases Fees do not include applicable taxes. You are responsible for paying all taxes and duties imposed on the Products delivered by Gigabases under these Terms and Conditions. If required, we may add taxes to invoices as part of Fees.

8.6 Our catalog prices are target prices constantly being adjusted to the market. We reserve the right to change our price on the Gigabases website at our sole discretion. However, the prices valid on the order date and stated on the order confirmation always apply to the products ordered by customers. After that, the new pricing will go into effect for any Orders confirmed.

8.7 Promotional discounts offered as part of commercial campaigns on the Gigabases' website cannot be combined with other discounts unless otherwise stated. Promotional discounts are directly deducted from the purchase amount of the order.

9 Terms of Payment

9.1. Payment must be made upfront with the submission of the Customer's order. Unless otherwise agreed, all products and services must be paid in advance and in full.

9.2. Payment for all Products must be made by credit or debit card on the www.gigabases.com website for all online purchases. The price stated on the order confirmation will be invoiced and needs to be prepaid in full before Gigabases acceptance of the Customer's order.

9.3. Except to the extent expressly provided otherwise in these Terms and Conditions, all Fees are non-cancelable, non-creditable, and non-refundable.

10 Shipment and Delivery Terms

10.1 We will use commercially reasonable efforts to ship Products by the target delivery date specified in the Order (which in any event shall not be more than sixty (60) days after confirmation of such Order), subject to availability of capacity and adequate lead times. The delivery time is extended appropriately in the event of circumstances affecting the delivery due to Force Majeure Events. All Products will be shipped to Ex Works from our facility to the delivery address specified in the Order. Except as otherwise stated in the Order, we may ship all Products using the means and carrier of our choice.

10.2 We reserve the right to deliver Orders in installments, where applicable, in which case we will inform you.

10.3 Products are deemed shipped and delivered to you when tendered to the applicable commercial carrier at our facility. At this point, the title to the Products passes to you (subject to your payment in full of all Fees therefor) and you become responsible for the risk of loss and damage.

10.4 Gigabases do not clear Products for import into the Customer's country, which is your sole responsibility.

11 Export Controls and Compliance

11.1 Products and information you receive from us may be subject to Swiss, European Union, United States, and local export control laws and regulations.

11.2 You may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any such Products or information (including products derived from or based on our Products or Information) to any destination, entity, person, or end-use prohibited or restricted by Swiss, European Union, United States, or local laws or regulations (unless the required licenses and approvals have been obtained by you).

12 Acceptance and Return

12.1 If any Products shipped to you under an Order do not materially conform to the applicable Quotation or other specifications in the Order, you may notify us within ten (10) days of receiving and returning such Products for replacement.

12.2 If you do not notify us of such non-conformance, damage, or shortfall within ten (10) days, the Products will be deemed accepted and fully conforming and compliant for purposes of these Terms and Conditions.

12.3 If you timely notify us and, if requested by us, return the Products to us by our reasonable instructions (within no more than ten (10) days), we will use commercially reasonable efforts to produce and ship to you replacement Products within a reasonable time; provided that we may cancel such Order (and refund you any prepaid amounts received from you) if we have shipped replacement Products for such Order once before or if we are unable to produce conforming Products.

12.4 The foregoing shall be your sole and exclusive remedy, and our sole and exclusive liability, for any failure of Products to conform to the Order. Your shipping charges will not be credited or refunded concerning returns.

12.5 Notwithstanding anything to the contrary, if we test returned Products and determine that they did conform to the Order, we may submit samples of such shipment to an independent third-party laboratory for testing.

12.6 If such an independent testing laboratory determines that the Product conforms to the order, you shall bear all costs of shipping and testing such samples, and we have no obligation to provide replacement Products. If and only if expressly provided in the Quotation or these Terms and Conditions, the Products may be fully sequence-verified.

12.7 Notwithstanding the foregoing, in some cases, we will not be able to verify sequences with a high degree of internal repetition or strong secondary structures, and if this is the case, and the Quotation expressly provides that the Products will be fully sequence-verified, then we will deliver the final Products length verified if intermediate products have previously been sequence-verified, and Products so verified shall be deemed to conform to the Sequence Submission.

13 Limitations and Restrictions on the Use of Products

13.1 You must use all of our Products by applicable laws, rules, regulations, and governmental policies, and agree with these Terms and Conditions.

13.2 You are solely responsible for your use of our Products. Our Products have not been approved, cleared, authorized, or licensed by the United States Food and Drug Administration ("FDA") or any other applicable governmental agency, either within or outside Switzerland, for any use.

13.3 You must not use any of our Products in humans to treat or diagnose any condition nor for any other diagnostic or therapeutic purposes, for investigational use in foods, drugs, devices, or cosmetics of any kind, or for consumption by or used in connection with or administration or application to humans or animals unless you first obtain all necessary and or appropriate approvals, clearances, authorizations, and or licenses from the applicable governmental agency within or outside Switzerland.

13.4 You must use our Products only for internal research use only and must not sell, resell, transfer, or distribute our Products to any third party. You also agree not to (and not to authorize or permit others to) reverse engineer, deconstruct, or disassemble any of our Products or Gigabases-supplied vectors.

13.5 We will not be responsible or liable for any losses, costs, expenses, or any other forms of liability arising out of your use of our Products. By using any of our Products for any purpose, you agree to indemnify and hold us harmless for any damages and or liability, however, characterized, arising from such use of our Products.

14 Intellectual Property and Product Rights

14.1 Title to shipped Products passes to Customer upon payment of all fees.

14.2 No assignments, rights, or licenses to our Manufacturing Technology or intellectual property are granted to you in connection with such shipment, except for the following conditional, limited, and non-transferable License. If we incorporate Manufacturing Technology into paid-for Products, you are granted a perpetual, non-exclusive license, to use the technology incorporated into those Products only to the extent necessary to use those Products, subject to these Terms and Conditions.

14.3 You are solely responsible for identifying third-party patent or proprietary rights restrictions related to Product use. We are not liable for such restrictions or patents or proprietary rights.

15 Limitations on Warranty

15.1 Products shipped to you are provided "AS IS" without warranty, representation, or guarantee of any kind.

15.2 Gigabases may deliver genetic sequences in any appropriate cloning vector and or plasmid, and we have no liability for the correctness of the plasmid or vector backbone sequence, or any other aspects of any such vector or plasmid including the presence or absence of restriction sites, antibiotic markers, promoters or other sequence elements in the vector backbone.

15.3 Our plasmids are intended for carrying synthesized DNA only and should not be used for any other purpose. We make no representation or warranty that the use of these vectors or plasmids with synthesized DNA will not infringe third-party patents or rights.

15.4 Products will not be considered defective or non-conforming, and will not be subject to remedies if:

    • Your Order requires custom cloning, sections of homopolymers, extensive repeats, high GC genes, or genes longer than 3kb; or
    • The sequence specified by you in the sequence submission is not stable in E. coli and or S. cerevisiae (in which case we may discuss suitable alternatives with you); or
    • Such Products contain deviations from the Sequence Submission that is reasonable in terms of the measures, weight, nature, and quality of such Products.

16 Disclaimer of Warranties

Gigabases Switzerland AG provides no warranties or representations, express or implied, concerning the products or any other subject matter of these terms and conditions, except as explicitly stated in these terms and conditions. Gigabases disclaim all warranties, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising from a statute or otherwise in law or from a course of performance, dealing, or usage of trade. The total liability of Gigabases for breach of any expressly provided warranty shall not exceed the purchase price of the relevant product. Any description, statement, or content in Gigabases' website, marketing, or communication materials will not be binding.

17 Limitation of Liability

Except for Damages for breach of biosecurity obligations, customer deliverables, indemnification, gross negligence, intentional misconduct, or fraud, neither party shall be liable for any special, consequential, incidental, punitive, or indirect damages of any kind (INCLUDING BUT NOT LIMITED TO COSTS OF COVER, COST OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSSES FROM BREACHES OF SECURITY, OR LOSS OF GOODWILL) arising from or in connection with these terms and conditions. Gigabases' liability for damages arising out of or in connection with these terms and conditions is limited to the fees paid or payable by THE customerS to Gigabases Switzerland AG during the twelve (12) months preceding the claim. Delivery dates and times are estimates only, and Gigabases Switzerland AG will not be liable for losses or damages caused by late delivery. Gigabases Switzerland AG will not be liable for any use or handling of products by THE customer following shipment to Customer. These limitations will apply notwithstanding any failure of the essential purpose of any limited remedy and will apply to the maximum extent permitted by law.

18 General Provisions

18.1 If any provision of these Terms and Conditions is invalid or unenforceable, the other provisions remain in full force while the invalid provision will be modified to be valid and enforceable to the maximum extent permitted by law.

18.2 Neither party is liable for delays or failures in performance (other than payment obligations) due to circumstances beyond their reasonable control, including acts of God, war, terrorism, changes in law, strikes, natural disasters, pandemics, or any other reason beyond the reasonable control of the non-performing party.

19 Applicable law

19.1 These Terms and Conditions and the use of our website are governed in all respects by the laws of Switzerland without regard to choice of law provisions. You agree that any disputes and legal proceedings directly or indirectly arising out of or relating to these Terms and Conditions and the use of our website shall be submitted to the exclusive jurisdiction of the competent courts of the Canton Basel-Landschaft, Switzerland.

20 Imprint

20.1 All material on this website has been carefully verified. While we aim to update the information on this website, we do not guarantee that information on this site, or accessible via embedded links, is complete, correct, and up-to-date.

20.2 The copyright for all internet pages under www.gigabases.com is with Gigabases Switzerland AG.

20.3 This website is issued by: Gigabases Switzerland AG, Brunngasse 11, 4153 Reinach, Switzerland

Version 1.3, April 28, 2023

Privacy Policy

This Privacy Policy describes how Gigabases collects, uses, and discloses information and your choices regarding your information. We are committed to protecting the privacy of our website visitors. This policy defines how we treat your data.

1. Applicability of this Privacy Policy

This Privacy Policy applies to the gigabases.com platform (including other Gigabases websites) and any other interactions with Gigabases (customer service requests, conference calls, phone calls, etc.). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES, WEBSITE, OR ANY ASPECT OF GIGABASES BUSINESS.

2. What information do we collect or receive?

We may collect, receive, store, and use the following of your data in numerous ways:

    • information about your computer and your visits to and use of the Gigabases internet site, along with your Internet Protocol (IP) address, geographical location, browser type and settings, referral source, duration, and variety of web page views;
    • information that you provide to us for creating your registered profile (including, but not limited to, your title, first name, middle name, last name, email address, etc.);
    • information relating to any proposed or actual sales or purchases of seller products you make about the website (including, but not limited to, your title, first name, middle name, last name, email address, phone number, company, company's VAT number, company's EIN, country and address, purchase order number, payment and bank details, and credit card details, etc.);
    • information that you provide to us for subscribing to our website services, email notifications, and or newsletters (including your email address); and
    • any other information that you choose to send to us.

Some information is collected automatically other information is provided by you. Insufficient information may result in our inability to provide services. The legal basis for collecting and processing your data is your consent and, or other applicable legal basis and our legitimate business interest in trading and providing products and services of value to you.

3. Cookies

Our website uses cookies. The website may also contain third-party cookies that collect information about you. For more information on how we use cookies, please see our Cookie Policy.

4. Using your data

Personal information submitted through the Gigabases website will be used for the purposes specified in this Privacy Policy or the relevant portion of the website. The personal information we collect on Gigabases website will be used under the General Data Protection Regulation and any amendments implemented by the European Union and other applicable laws. We may use your personal information to:

    • to provide, update, maintain, protect, or otherwise administer our website and business;
    • analyze, improve, and monitor your browsing experience by personalizing our website;
    • enable you to use the services available on our website;
    • to facilitate product sales and purchases made through or in connection with our website or other communications to ensure the performance of our services. To provide the products or services you have purchased, we may share information with other organizations.
    • We may use your personal information for billing, account management, other administrative matters, sending statements and invoices, and collecting payments;
    • send you general (non-marketing) commercial communications. These communications are considered part of our Service and cannot be opted out of;
    • send you email notifications that you have specifically requested;
    • send you commercial and promotional communications related to our business by mail, email, or similar technology. If you no longer wish to receive them, please email us. See the Contact section below.
    • provide third parties with clustered, segmented, or in any other way aggregated or de-identified statistical information about our users without identifying any individual user. Third parties will not be allowed to use your personal information for their purposes and
    • deal with inquiries and complaints made by or about you relating to the website.

We do not share your personal information with third parties for their direct marketing without your explicit consent. We use your payment or bank details to collect or transfer payments from or to you. All payments are processed by our payments service provider. By placing an order with us or confirming an order, you expressly consent to the sharing of your personal information with our payment service providers. We will retain data (collected or provided) for as long as we deem it necessary for its intended purpose (including as required by applicable law or regulation). A specific retention period can be requested by email. See the contact section below.

5. Other disclosures

In addition to the disclosures reasonably necessary for the purposes described elsewhere in this Privacy Policy, we may disclose information about you:

    • to the extent that we are required to do so by any applicable regulation or law;
    • in connection with any legal proceedings or prospective legal proceedings;
    • to establish, exercise or defend our legal rights, including providing information to others for fraud prevention and credit risk reduction purposes; and
    • to acquirers (or prospective acquirers) of any business or asset, we are selling.

6. International data transfers

The data we collect may be stored, processed, and transferred to the countries in which we operate. In addition, personal data provided by our suppliers or partners will be published on our website and made available on the internet worldwide. Personal data provided by suppliers (including prospects), partners, and buyers (including prospects) are shared among parties regardless of their geographic location.If you reside in the European Economic Area (EEA), the information you provide may be transferred to countries that do not have equivalent data protection laws to the EEA. You expressly consent to such transfers.

7. Security of your data

We take reasonable technical and organizational precautions to protect your data (provided, collected, processed, or stored) from loss, misuse, unauthorized access, disclosure, or alteration.

All personal information you provide is stored on secure (firewall and password-protected) servers. All electronic transactions you make or receive from us are encrypted using SSL technology. We may use third-party server management services that use a high-security standard and have internationally recognized security certifications (ISO) for information security management or data storage in the cloud.

Data transmissions over the Internet are inherently insecure. We cannot guarantee the security of such data transmission over the Internet. We cannot warrant secure data transmission while it is stored on our systems or otherwise under our control.

You are responsible for maintaining the confidentiality of your password and user information. We will never ask you to disclose your password.

8. External web services

We may use external web services on our website to display content or provide functionality. We cannot prevent these external websites or domains from collecting information about your use of any embedded content. Any external service provider may collect anonymous information about your use of online activity. You should exercise caution and review the privacy statements that apply to any external website or service provider.

9. Policy amendments

We may update this privacy policy by posting an updated version on our website. We encourage you to review any changes to this Privacy Policy. You will be notified if any changes to the Privacy Policy significantly alter your privacy. Stop using our services and visiting our website if you do not agree with any changes to this policy.

10. Your rights

You may choose to restrict the collection or use of your personal information. Under the General Data Protection Regulation, you have the right to:

    • Request that we provide you with a copy of any personal information we hold about you;
    • Object to certain types of processing, such as direct marketing;
    • Request that the data we hold about you be transferred to another organization;
    • Request that we delete your information and personal data for deletion from our records if this does not conflict with any law or regulation;
    • Subject it to any exemptions provided by law. You may have the right to update, delete or correct this information; and
    • Object to automatic processing.

If you need to correct or update the personal information please let us know by email.

11. Third-party websites

Our website contains links to other websites, including but not limited to those of our suppliers, customers, partners, and service providers. We are not responsible for the privacy policies or practices of third-party websites. We will not sell, distribute or lease your personal information to third parties without your permission or unless required by law.

Version 1.3, April 28, 2023

Policy on Controlled DNA

Gigabases has a well-defined and clear policy on handling controlled DNAs, as described below. Application of this policy may result in the cancellation of portions of plasmids or DNA Products ordered from Gigabases. This document explains the policy and how it is implemented.

1. What is controlled DNA?

A controlled DNA is generally a DNA sequence that matches with listed sequences of pathogens and toxins, namely those pathogens or toxins listed by different authorities as particularly dangerous and unambiguously linked to pathogenicity and toxicity.

2. How does Gigabases check Orders for controlled DNAs

When an order is placed at Gigabases, all Products in the order are checked for potential controlled DNA. This process is performed individually by Gigabases or through the DNA synthesis provider's screening mechanism.

The ordered sequences undergo a screening process to determine if they match with a pathogen or toxin DNA. If the sequence matches pathogen DNA, the DNA synthesis provider decides whether to synthesize the sequence based on the broader context, including customer legitimacy. Legislation covering controlled DNA may exist for local, national, and international DNA synthesis services.

3. What are the restrictions regarding sequence submissions of DNA and protein-coding sequences when ordering Products from Gigabases?

When you order Products from Gigabases, you assure to strictly adhere to Gigabases rules on controlled DNA and comply with any government regulations. Order any Products is strictly prohibited if your Sequence Submission contains:

  1. any sequence coding for functional forms of a toxin covered by Biosecurity Requirements,
  2. greater than 20 percent of the genomes of a bacteria or virus covered by Biosecurity Requirements,
  3. a sequence capable of transferring the pathogenic potential of any organism or virus covered by Biosecurity Requirements, or
  4. hazardous materials, known function with potential for dual-use or prohibited by any government law and regulations including by inference, speculation or homology, or
  5. any sequence or sequence portion thereof with the intent to reconstitute harmful or prohibited functions.

4. Why have some of my products been cancelled after I placed my order?

Gigabases do not submit Plasmid sequences to the DNA synthesis provider until the order has been placed, so any notification of cancellation, because a Plasmid is flagged as a controlled DNA, has to occur after order placement. Gigabases informs customers of any such cancellations with details of the reasons for the cancellation.

Version 1.3, April 28, 2023