Terms and Conditions

 

1. PURPOSE

The purpose of this document is to set out the terms, conditions, limitation, risks and costs of the processing, testing, cryo- preservation and storage in an authorized cellular processing and storage unit (a „Unit“) and release of the Product obtained from the Specimen collected from the Client.

In this Agreement the following definitions shall have the following meaning:

Service Cryo-Lip:

“Specimen”: lipoaspirate

“Product”: processed cryopreserved lipoaspirate, containing stem cells

By signing this Service Agreement the Client agrees to be legally bound to Cryo-Save for the processing, testing, cryopreservation and storage of the Specimen in any Unit. The Client also
acknowledges that he/she has been fully informed, and accepts and agrees to the conditions, risks, limitations and associated costs of such activities, in accordance with these terms and conditions.

2. SERVICES OF CRYO- SAVE

Cryo-Lip:

Cryo-Save‘s obligations and liabilities are expressly limited to the services described in this agreement; no other services will be pro- vided by Cryo-Save to the Client and Cryo-Save expressly disclaims any responsibility to provide any other services, including but not limited to collection and transportation of the Specimen.

Upon receipt of the Specimen, Cryo-Save will endeavour to process and cryopreserve stem cells from the Specimen for the purpose of direct application in humans, provided a sufficient number of
viable stem cells can be identified. Cryo-Save will store the Product for the Initial Storage Period (as defined in Section 6 below) or longer as agreed in accordance with Section 6.

In the event that there are insufficient stem cells in the Product or Cryo-Save is unable to collect stem cells from the Specimen or if Cryo-Save determines that storage is not possible for other reasons, no storage will take place and the Client will not be obliged to pay Cryo-Save the Service Fee related to this Product.


3. RESPONSIBILITIES OF CLIENT

Client agrees to complete all necessary forms accurately and in a timely manner as Cryo-Save may from time to time reasonably consider as required or deemed beneficial to the Service in view of applicable legislation or industry standards.

Client is responsible for arranging the collection of the Specimen by the physician.

Cryo-Save will arrange for transport of the Specimen to the Cryo- Save designated Unit on the Client’s behalf, immediately after having received notification of the collection of the Specimen. Cryo- Save expressly excludes all liability for the collection and transportation of the Specimen. The Fee includes the cost of the shipment.

Client agrees to act at all times in accordance with all applicable legislation and regulations, and will be responsible for obtaining all necessary documents and permits if so required for the collection and export of the Specimen to the Unit.

4. FEES AND PAYMENT

The fee for the Service (the “Fee”) and the payment conditions applicable to the Service are detailed in the attached Fee Schedule.

Client agrees to pay the Fee on time and in accordance with the
Fee Schedule.

5. STORAGE

The Specimen and Product will be processed, tested, cryo- preserved and stored in accordance with the following terms:

a) Cryo-Save stores the Product in an authorised Unit. The Product will be split and stored separately.

b) Cryo-Save may assign and transfer any or all of its rights and obligations under this Agreement to any third party, for which the Client hereby gives consent.

c) Cryo-Save does not give, nor does it purport to give, any medical advice, or otherwise perform any other function for the Client other than the services expressly described in these terms and conditions.

d) Client hereby consents to the collection, transport and testing of the Specimen and to the processing, cryopreservation and storage of the Specimen in and to a Unit as stated by these terms and conditions.

e) The Client’s right to storage and release of the Product is subject to the timely and full payment of all Fees by the Client in accordance with these terms and conditions.

6. TERM AND TERMINATION

These terms and conditions come into force on the date of receipt by Cryo-Save of the Service Agreement signed by the Client, and will continue for a period of 1 year from the date of collection of the Specimen (the “Initial Storage Period”).

Six months prior to the end of the Initial Storage Period an agree- ment can be made in the event that Client wishes Cryo-Save to continue to store the Product on its behalf for a further period (the “Extended Service Agreement”), at €100 per year.

If 30 days before the expiry of this Agreement Parties have not agreed the terms of an Extended Service Agreement of the Product, or upon termination of this Agreement by Cryo-Save in accordance with this Clause 6, Client relinquishes all rights in and waives all rights to the Product and Cryo-Save shall have the right to dispose of the Product, including the use for scientific development, in accordance with, and subject to, the restrictions and conditions imposed by applicable legislation at the relevant time.

This Agreement may be terminated by written notice with
immediate effect:

a) By Client at any time prior to the collection of the Specimen.
In this case a minimal Fee will be charged as indicated in the
Schedule Fee.

b) By Cryo-Save if the Specimen and/or Product are not suitable for storage, whether for medical, safety, practical or any other reason (e.g. the Specimen arrives too late ; the Specimen is damaged or contaminated; the collected Specimen volume is too small). In these situations Cryo-Save will not store the Specimen and/or Product. Cryo-Save retains the sole right to make this decision.




   




c) By Cryo-Save if Cryo-Save does not receive the Fee within the specified time.

Termination of this Agreement will not affect Client’s responsibility for payment in full of all amounts invoiced and of all additional administrative and legal costs related to collecting the outstanding amounts.

 

7. RIGHTS TO PRODUCT

Unless otherwise defined by applicable law, the Product remains the property of the Client throughout.

8. RELEASE REQUEST

In the event that the Product is required for treatment or
manufacturing of a medicinal product, the Client shall provide written notification of the same to Cryo-Save. Any request for release has to be addressed to Cryo-Save AG, P.O. Box 207, 8808 Pfäffikon SZ, Switzerland, for the attention of the Qualified Person. The notice shall include the name and address of the physician and hospital to which the Product must be sent or the appropriately accredited cGMP manufacturer. Cryo-Save shall then provide the authorised hospital or manufacturer with a release form (the “Release Form”) which must be returned to Cryo-Save.

Cryo-Save will arrange for transport of the Product to the hospital, on the Client’s behalf.

Cryo-Save expressly excludes all liability for the transportation of the Product.

Cryo-Save will charge reasonable costs involved with the transport of the Product to the destination indicated on the Release Form.

9. ACKNOWLEDGEMENT

The Client understands that the actual collection of the Specimen is not part of Cryo-Save’s service and that the relevant doctor may under certain circumstances refuse, be unable or fail to collect and/or adequately pack the Specimen and that neither Cryo-Save nor its officers, shareholders, employees, agents and contractors bear any responsibility for any mistakes or damages caused by such doctor, or other medical staff. In addition, the client hereby releases the hospital, doctor and other medical staff from any and all liability.

The Client also understands and confirms that Cryo-Save, its
officers, directors, employees, shareholders, agents and consultants have not made any representations and bear no responsibilities and obligations with respect to the possibility to collect stem cells successfully from the Specimen, the suitability of the stem cells for the contemplated treatment, the successful treatment of any diseases through stem cell transplantation or therapies, and the advantages of umbilical cord blood stem cell usage over other therapies using stem cells.

10. LIMITATION OF LIABILITY

Cryo-Save’s responsibility towards the Client and/or the persons whose Product are being stored is limited to the Service described in this Agreement. Client agrees that should he/she make any claim against Cryo-Save, Cryo-Save’s liability shall, to the extent allowed under applicable law, regardless of the basis of such claim, whether in contract, tort or otherwise, be limited in total and in aggregate to the amount of the Fee paid by the Client to Cryo-Save under this Agreement.

11. DATA PROTECTION

Client agrees to the processing and storage of personal data
by Cryo-Save or its agent, affiliate or subcontractor, which has come to Cryo-Save’s knowledge in the course of performing the services and otherwise under this Agreement.

Cryo-Save will use Client’s personal data only to the extent
required by its contractual obligations hereunder and in accordance with the applicable laws and regulations.

12. FORCE MAJEURE

Cryo-Save cannot be held liable for, and expressly excludes all
liability for, any possible loss or damage due to natural disasters, act of war or terror, riot, strike, vandalism, acts or omission of authorities or any events beyond Cryo-Save‘s control which cause destruction of, or deterioration to the Specimen and/or Product.

13. NOTICE

The Client shall immediately notify Cryo-Save in writing of any changes in the information provided, including relocation and/or change of address. All notifications to Cryo-Save shall be sent to: Cryo-Save AG, P.O. Box 207, 8808 Pfäffikon SZ, Switzerland.
Cryo-Save may completely rely on the data made available in writing by the Client, without any obligation to make further inquiries with respect to the correctness or actuality of such data.

14. GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with Swiss law. The parties hereby agree to the jurisdiction of the ordinary courts of Switzerland.

15. HEADINGS

The headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this Agreement.

16. SEVERABILITY

Should any provision of this Agreement be invalid or unenforceable or should this Agreement contain an omission, the remaining
provisions shall remain valid. In the place of an invalid provision or an omission, a new ,valid provision - which comes economically closest to the one actually agreed upon provision or, in the event of an omission, the intentions set forth in this Agreement - is presumed to be agreed upon by the Parties.

17. LANGUAGE

This Agreement has been construed in the English language. For the Client’s benefit, this document may contain a translation of this Agreement in your local language. However, only the English text will be binding and prevail in the event of any inconsistencies and/or interpretation disputes.

 

 

 

Cryo-Save AG

Churerstrasse 65B

8808 Pfäffikon SZ

Switzerland