BioBridgeX Supplier Platform Terms & Conditions

1Introduction

These Terms & Conditions govern participation by Suppliers on the BioBridgeX Platform.

By registering as a Supplier, you agree to be bound by this Agreement.

2Platform Purpose

BioBridgeX connects Suppliers with Buyers seeking life science research services.

BioBridgeX is not a party to the scientific services agreement between Buyer and Supplier.

3Supplier Eligibility

The Supplier confirms that it:

• is legally established;
• has authority to enter into this Agreement;
• complies with applicable laws and regulations;
• holds all licences, approvals and insurance reasonably required to provide its services.

4Supplier Profile

The Supplier shall maintain an accurate and up-to-date profile, including:

• capabilities;
• facilities;
• certifications;
• contact information.

5Quotations

All quotations for opportunities originating through BioBridgeX shall be submitted through the Platform.

Quotations must be accurate and prepared in good faith.

6Communications

All material communications relating to BioBridgeX projects shall take place through the Platform wherever reasonably practicable.

7Project Documents

For BioBridgeX projects, all material documents should be exchanged through the Platform wherever reasonably practicable, including:

• NDAs
• CDAs
• MSAs
• Statements of Work
• Purchase Orders
• Amendments
• Protocols
• Reports
• Any other agreements, contracts, invoices or project-related documents

8Project Awards

Projects must be accepted through BioBridgeX.

The Platform’s Project Award Confirmation records that the project originated through BioBridgeX.

9Buyer Agreement

The Supplier contracts directly with the Buyer.

The Supplier remains solely responsible for:

• project delivery;
• scientific quality;
• regulatory compliance;
• project management;
• deliverables.

10Platform Success Fee

For each project awarded through BioBridgeX, the Supplier agrees to pay BioBridgeX a Platform Success Fee equal to 2% of the total contract value, excluding applicable taxes unless otherwise agreed.

The fee becomes payable following project award in accordance with the invoice issued by BioBridgeX.

11Non-Circumvention

Where a Buyer and Supplier are introduced through BioBridgeX, the Supplier agrees not to bypass the Platform to avoid payment of the Platform Success Fee.

Unless otherwise agreed in writing, the Platform Success Fee applies to projects awarded within 24 months of the initial introduction where those projects arise from the BioBridgeX relationship.

12Reporting

The Supplier shall accurately report the final contract value of projects awarded through BioBridgeX where required for calculation of the Platform Success Fee.

13Payments

The Buyer shall pay the Supplier directly.

BioBridgeX does not collect or hold project funds.

The Supplier remains responsible for invoicing the Buyer.

14Confidentiality

The Supplier shall maintain the confidentiality of all non-public information obtained through the Platform.

15Intellectual Property

All intellectual property relating to the research project shall be governed solely by the agreement between the Buyer and Supplier.

BioBridgeX acquires no ownership rights in project deliverables.

16Compliance

The Supplier agrees to comply with applicable laws, including those relating to anti-bribery, sanctions, export controls, data protection and research ethics.

17Disclaimer

BioBridgeX does not guarantee project awards, project volume or future business opportunities.

18Limitation of Liability

BioBridgeX shall not be liable for disputes between Buyers and Suppliers concerning project performance, payment, intellectual property or scientific outcomes.

19Suspension and Termination

BioBridgeX may suspend or terminate a Supplier account for fraud, material breach of this Agreement, unlawful conduct or repeated failure to comply with Platform requirements.

20Governing Law

This Agreement is governed by the laws of England and Wales.

Any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.