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Terms & Conditions

A. General Provisions 

Article 1 – Definitions 

1.1. LifeSciGrowth: In these General Terms and Conditions, “LifeSciGrowth” is defined as one business enterprise.  

1.2. Customer: The (legal) person with whom LifeSciGrowth has entered into an Agreement.  

1.3. Services: The services provided by LifeSciGrowth, as described on LifeSciGrowth.com, including access to and use of e-learning modules, webinars, and one-to-one sessions.  

1.4. Agreement: The Agreement (including these General Terms and Conditions) between LifeSciGrowth and a customer under which LifeSciGrowth provides Services or supplies goods to customers.  

1.5. System: LifeSciGrowth uses the thehuddle.nl software platform to manage the community; as a customer, you agree that personal data will be used to create an account, to access e-learning modules, webinars and events, and to be able to register for a one-to-one business session (please see also the terms and conditions and the privacy policies of the platform “thehuddle.nl”). As a customer, you further agree that personal data will be used to create a payment account. 

Article 2 – Applicability 

2.1 These General Terms and Conditions apply to all offers and legal relationships of LifeSciGrowth and to all Agreements concluded with LifeSciGrowth whereby LifeSciGrowth supplies goods and/or Services of any kind and under any name to members.  

2.2 The applicability of purchasing or other conditions of customers is expressly rejected.  

2.3 A customer enters into this Agreement in the capacity of a business. Therefore, the customer cannot invoke consumer law and does not enjoy protections such as the right of withdrawal.  

2.4 LifeSciGrowth is entitled to unilaterally amend the content of these General Terms and Conditions. Changes will be announced in writing or by email and will take effect fourteen (14) days after the announcement, or on another date specified in the announcement.  

2.5 If the customer does not wish to accept the changes to the General Terms and Conditions, he/she has the right to terminate the Agreement on the date when the amended terms take effect without LifeSciGrowth being obliged to pay any compensation for costs or damages. The paid subscription fee will be refunded pro rata.  

2.6 Deviations from and additions to these General Terms and Conditions are only valid if they have been agreed upon in writing between the parties.  

2.7 If any provision of the General Terms and Conditions is nullified or annulled, the other provisions of these General Terms and Conditions will remain in full force and effect. In such a case, LifeSciGrowth and the customer will consult with the purpose of agreeing on new provisions to replace the nullified or annulled provisions. 

Article 3 – Conclusion of Agreement 

3.1 All offers made by LifeSciGrowth are non-binding and can be revoked within ten working days after acceptance of the offer, unless expressly stated otherwise in the offer. LifeSciGrowth is responsible for the accuracy and completeness of the data provided by or on behalf of LifeSciGrowth to LifeSciGrowth upon which LifeSciGrowth’s offer is based.  

3.2 The Agreement between LifeSciGrowth and the customer is established by clicking the order button in the final step of the registration process on the LifeSciGrowth.com website. The Agreement is also established when the customer provides payment details via phone, email, or in writing.  

3.3 LifeSciGrowth has the right to refuse a potential customer without providing a reason. 3.4 The customer shall appoint at least one contact person. The customer shall ensure that one contact person is available during normal office hours. Any changes regarding a contact person must be immediately communicated to LifeSciGrowth. 

Article 4 – License 

4.1 LifeSciGrowth is the exclusive owner of all existing and future intellectual property rights, such as copyrights, trademark rights, design rights, patent rights, source code, and know-how, resting on or arising from updated business scientific knowledge.  

4.2 All intellectual property rights arising from the Agreement developed or made available to the customer, such as data files, equipment, training, testing and exam material, or other materials like analyses, designs, documentation, reports, quotes, as well as preparatory material thereof, solely belong to LifeSciGrowth, its customer, or its suppliers.  

4.3 LifeSciGrowth grants the customer a non-exclusive, non-transferable, non-assignable, and non-sublicensable right to use all offering business knowledge services. The right of use commences upon the conclusion of the Agreement, only during the term of the Agreement. The customer cannot claim ownership of the intellectual property rights mentioned in Article 4.1.  

4.4 The right of use is not transferable. The customer is not allowed to sell, rent, sub-license, or provide the right of use to a third party in any way or for any purpose.  

4.5 The customer may only use the right of use for its own business activities.  

4.6 The customer shall refrain from removing or modifying any indications regarding the confidential nature or regarding copyrights, trademarks, trade names, or any other intellectual property right from websites, data files, equipment, or materials.  

4.7 The customer shall refrain from modulating, adjusting, developing, or reverse engineering the intellectual property.  

4.8 Without the permission of LifeSciGrowth, the customer is prohibited from transferring the usernames and passwords provided by LifeSciGrowth to third parties. 

Article 5 – User Rights 

5.1 If and insofar as the Agreement concluded between the parties is a continuing performance agreement, it applies that the Agreement is entered into for the duration agreed upon between the parties, failing which the duration of 1 year applies. 

5.2 The duration of the Agreement is silently extended each time for the originally agreed period, unless the customer or LifeSciGrowth terminates the Agreement in writing with a notice period of 7 calendar days before the end of the relevant period. 

5.3 The Agreement cannot be terminated prematurely. 

5.4 After termination or dissolution of the Agreement, the customer will refrain from any direct or indirect use of the services provided in the subscription and is required to remove all information obtained from LifeSciGrowth from all (computer) equipment present at the customer’s within two working days from the date of termination or dissolution. 

5.5 Each of the parties is only entitled to dissolve the Agreement due to an attributable failure in the performance of the Agreement if the other party, in all cases after a detailed written notice of default in which a reasonable period is set for the rectification of the failure, continues to fail in the performance of essential obligations. Cooperation and/or provision of information by the customer or a third party to be engaged by the customer are always considered essential obligations from the Agreement. 

5.6 LifeSciGrowth and the customer have the right to terminate the Agreement with immediate effect without further notice of default or judicial intervention in writing or by email and without being liable for any compensation for costs or damages in the following cases: 

  • If the other party applies for bankruptcy or is declared bankrupt; 
  • The customer applies for (temporary) suspension of payments or is granted (temporary) suspension of payments; 
  • The customer is placed under guardianship or administration, or LifeSciGrowth discontinues or liquidates its activities. 

5.7 Notwithstanding the other provisions of this agreement, the following obligations will continue after the end of this agreement: 

  • Outstanding payments; 
  • Intellectual property rights; 
  • Liability. 

Article 6 – Rights and Obligations of LifeSciGrowth 

6.1 LifeSciGrowth endeavors to make the Services continuously available but does not guarantee that the Services are available at all times. We ask you to notify us immediately if the System has a malfunction, such as an error message or the failure of a functionality. You can do this by sending an email to info@lifescigrowth.com. 

6.2 LifeSciGrowth will strive to perform its Services with care to the best of its ability, if applicable following the written agreements and procedures agreed with the customer. All Services of LifeSciGrowth are provided based on a best-effort obligation unless and insofar as the written Agreement explicitly promises a result and that result is also sufficiently specified in the Agreement. 

6.3 Any agreements regarding a service level (Service Level Agreement) are only explicitly agreed upon in writing. The customer will immediately inform LifeSciGrowth of all circumstances that influence or may influence the service level and its availability. If service level agreements are made, the availability of software, systems, and related Services will always be measured so that the previously announced downtimes for preventive, corrective, or adaptive maintenance or other forms of service, as well as circumstances beyond LifeSciGrowth’s control, are excluded. Subject to proof to the contrary to be provided by the customer, availability as measured by LifeSciGrowth will serve as conclusive evidence. 

6.4 LifeSciGrowth reserves the right to make changes to the Services and the System. LifeSciGrowth will strive to announce changes that limit the core functions of the Services and the System in advance, with a reasonable period, unless this is not reasonably or technically possible. 

6.5 LifeSciGrowth may extend the Services and/or System with modules containing new functionalities. Modules offered to new users for a fee do not automatically fall within the scope of the Agreement. If the customer wishes to use these modules, he must make further arrangements with LifeSciGrowth. 

6.7 LifeSciGrowth provides an electronic newsletter informing the customer about the developments of LifeSciGrowth Services. Unless the customer indicates otherwise, the customer will receive these electronic newsletters during the term of this Agreement at the email address provided during the registration process. 

Article 7 – Rights and Obligations of the Customer 

7.1 The customer hereby acquires the non-exclusive and non-transferable right to use the Services via the equipment and software provided by her for setting up one website. LifeSciGrowth makes the agreed computer programs and the agreed user documentation available to the customer for use based on a usage license during the term of the Agreement, hereinafter referred to as ’the software’. The right to use the software is non-exclusive, non-transferable, non-pledgeable, and non-sublicenseable. The obligation of LifeSciGrowth to provide and the customer’s right to use extends only to the so-called object code of the software. The customer’s right to use does not extend to the source code of the software. The source code of the software and the technical documentation created during the development of the software are not made available to the customer, even if the customer is willing to pay a financial fee for it. 

7.2 The customer is responsible for all use of the Services. The customer will always strictly adhere to the agreed-upon restrictions on the right to use the software, of any nature or content. The customer may only use the software in and on behalf of her own company or organization and only to the extent necessary for the intended use. The customer shall not use the software for the benefit of third parties, for example, in the context of ‘Software-as-a-Service (SaaS) or ‘outsourcing’. 

7.3 When entering into the Agreement, the customer must provide the correct, current, and complete (address) details requested from the customer during the registration process. The customer must communicate changes in these (address) details as soon as possible via the back office of LifeSciGrowth. 

7.4 The customer must refrain from unauthorized use of the Services and should act and behave as LifeSciGrowth expects from a careful user. In particular, while using the Services, the customer will: 

  • Not place data on the System that infringes third-party intellectual property rights; 
  • Not offer products or services that are stolen, violate legal provisions, or otherwise infringe on the rights of third parties; 
  • Not distribute data that is contrary to legal provisions, public order, and morals; 
  • Not intentionally spread or allow to spread viruses or other programs that can cause damage to the equipment, software, or data of third parties; 
  • Not (attempt to) gain access to computers or computer systems for which he is not authorized (‘hacking’); 
  • Not alter, delete, or render unusable any data placed on the System by other users of the Services or add data to that data without the permission of the relevant third party; 
  • Not use the Services in such a way that it prevents their proper operation or causes damage or hindrance to other users of the Services; 
  • Refrain from making his username or any part of the Services available to third parties in any way. LifeSciGrowth community members will keep their username strictly personal and confidential; 
  • Follow all instructions given by LifeSciGrowth regarding the use of its Services. 

7.5 Without prejudice to its other legal or contractual rights, LifeSciGrowth reserves the right to suspend its obligations to the customer or to terminate the Agreement immediately without prior notice if the customer acts, or is reasonably suspected to act, in violation of Article 7.5, without LifeSciGrowth being liable for any compensation for damages. 

7.6 If a customer wishes to have a security check performed by a third party, this is possible but the date and time of this check must be coordinated with LifeSciGrowth. 

7.7 The customer is never allowed to sell, rent, alienate, or grant limited rights to the software and the carriers on which the software is or will be recorded, or make it available to a third party in any way, for any purpose or under any title. 

7.8 LifeSciGrowth will, upon request, immediately cooperate in an investigation to be conducted by or on behalf of LifeSciGrowth regarding compliance with the agreed usage restrictions. The customer will grant LifeSciGrowth access to its buildings and systems upon the first request. LifeSciGrowth will treat all confidential business information obtained during the investigation at LifeSciGrowth as confidential, insofar as this information does not concern the use of the software itself. 

7.9 The parties agree that the Agreement concluded between them, insofar as it concerns the provision of software for use, will never be considered a purchase agreement. 

Article 8 – Subscription Fees and Prices 

8.1 Subscription fees and other prices or rates specified or agreed by LifeSciGrowth are exclusive of value-added tax (VAT) and other taxes or levies unless otherwise stated. If the customer consists of multiple natural and/or legal persons under the Agreement concluded between the parties, each of those (legal) persons is jointly and severally liable to comply with the Agreement. Regarding the performances provided by LifeSciGrowth and the amounts due to the customer, the data from the customer’s administration serve as conclusive evidence, without prejudice to LifeSciGrowth’s right to provide counter-evidence. 

8.2 LifeSciGrowth is entitled to adjust the agreed price at any time by email to the customer, giving a notice period of thirty (30) days. 

8.3 If the customer does not wish to agree to a price adjustment announced by LifeSciGrowth, the customer is entitled to terminate the Agreement in writing or by email within thirty (30) days after notification, against the date mentioned in the notification of LifeSciGrowth on which the price adjustment would take effect. The paid subscription fee will be refunded pro-rata. 

8.4 The customer is not entitled to offset payments regarding the subscription fee and other amounts due. The LifeSciGrowth community member may not suspend the payment of the subscription fee or other amounts by claiming the possible unsoundness of the Services. 

8.5 If LifeSciGrowth blocks a Service under the applicable conditions, they are entitled to attach the condition of payment to the customer for the applicable costs of unblocking, according to the applicable LifeSciGrowth rules at the time of unblocking. 

Article 9 – Payment 

9.1 The subscription fee is invoiced before the period. 

9.2 Payment of the subscription fee must be made no later than fourteen (14) days after the invoice date if a direct transfer-based payment method (iDeal, PayPal, Credit Card, etc.) is not used. 

9.3 LifeSciGrowth always has the right to demand full or partial prepayment and/or otherwise to obtain security for payment. 

9.4 If the customer does not pay the due amounts within the agreed period, without any notice of default being required, they will be immediately in default and owe statutory interest on the outstanding amount. If the customer remains in default after being summoned to pay, the claim can be handed over, in which case the customer, in addition to the then due total amount, will also be obliged to fully reimburse extrajudicial and judicial costs, including all costs charged by external experts, in addition to the legal costs set by law, relating to the collection of this claim or otherwise related to the exercise of legal rights, which will be at least 15% of the total amount with a minimum of € 75,-. This does not affect the customer’s other legal and contractual rights. 

9.5 Without prejudice to its other legal or contractual rights, LifeSciGrowth, in the absence of timely payment, is entitled to suspend the Service without being liable to the customer for any compensation for costs or damages. 

9.6 LifeSciGrowth always has the right to shut down the website if payment of the invoice has not been received more than 45 days after sending/notification. 

9.7 The customer must consult with LifeSciGrowth if they intend to cancel the automatic/one-time debit with the bank. 

9.8 If Services are offered by Third Parties, as referred to in customer 8 of this article, the customer enters into a direct agreement with the relevant third party upon acceptance of an offer. 

9.9 Regarding (such, as mentioned in the previous paragraph) Services offered by Third Parties, no Agreement is concluded for payment services between LifeSciGrowth and the customer but between the relevant Third Party and the customer. Therefore, LifeSciGrowth is not a party to the aforementioned agreement. 

9.10 LifeSciGrowth is not liable for any damages that the customer suffers concerning (the performance of) the agreement regarding Services offered by Third Parties. 

Article 10 – Warranty, Refunds & Complaints 

10.1 LifeSciGrowth will strive to correct errors detailed in a written report to LifeSciGrowth within a reasonable period if these are received within a period of three months after delivery. LifeSciGrowth does not guarantee that the software is suitable for the actual and/or intended use. LifeSciGrowth also does not guarantee that the software will work without interruption and/or that all errors will be corrected. The correction is performed free of charge, unless the software was developed on behalf of the customer, other than for a fixed price, in which case LifeSciGrowth will charge the costs of the correction according to its usual rates. The obligation to repair lapses if the customer makes or allows modifications to the software without the written consent of LifeSciGrowth. • Repair of errors is done at a location and in a manner to be determined by LifeSciGrowth. LifeSciGrowth is entitled to apply temporary solutions or program bypasses or problem-avoiding restrictions in the software.  

10.2 LifeSciGrowth is never obliged to restore mutilated or lost data.  

10.3 Defects in the security of information stored by the customer on the systems of LifeSciGrowth and defects resulting from actions by the customer itself or other internet users due to changes in dial-up numbers, login procedures, account, and/or email address or other changes are not covered by the warranty and are at the customer’s expense and risk. If LifeSciGrowth is required to ensure some form of information security under the Agreement, that security will meet the agreed written specifications concerning security. LifeSciGrowth does not guarantee that information security is effective under all circumstances. If an explicitly described security method is missing in the Agreement, the security will comply with a level that is not unreasonable, given the state of the art, the sensitivity of the data, and the costs associated with implementing the security. The access or identification codes and certificates provided to the customer by or on behalf of LifeSciGrowth must be treated confidentially by the customer and made known only to authorized personnel within the customer’s own organization. LifeSciGrowth is entitled to change assigned access or identification codes and certificates. The customer will secure his systems and infrastructure adequately and always have antivirus software in operation.  

10.4 If the parties have not agreed on an acceptance test, the customer accepts the software in the state it is in at the time of delivery (‘as is, where is’), thus with all visible and invisible errors and defects, without prejudice to LifeSciGrowth’s obligations under the warranty scheme. The customer must carefully inspect the delivered Service immediately after activation, under penalty of forfeiture of any right to complaints and/or warranty. In the mentioned case, the software will be deemed accepted by the customer at delivery or, if a LifeSciGrowth-performed installation is explicitly agreed upon in writing, upon completion of the installation.  

10.5 If the Licensee disagrees with a debit from his account/credit card, the customer can contact LifeSciGrowth via the contact page on the website. LifeSciGrowth will give a substantive response within 15 working days. If the customer’s dispute is found to be valid, the debited amount will be refunded as soon as possible to the account from which it was debited.  

10.6 It is not allowed to terminate the Agreement prematurely and consequently reclaim already paid amounts. After the contract period ends, it is possible to terminate the Agreement without cost according to Article 5.  

10.7 Complaints do not suspend the customer’s payment obligations.  

10.8 Any service level agreements (Service Level Agreements) are only explicitly agreed upon in writing. The customer must immediately inform LifeSciGrowth of all circumstances that influence or can influence the service level and its availability.  

10.9 If service level agreements are made, the availability of software, systems, and related services will always be measured such that the previously announced downtimes by LifeSciGrowth for preventive, corrective, or adaptive maintenance or other forms of service, as well as circumstances beyond LifeSciGrowth’s control, are excluded. Subject to counterevidence to be provided by the customer, availability as measured by LifeSciGrowth will serve as conclusive evidence. 

Article 11 – Intellectual Property Rights 

11.1 If LifeSciGrowth is willing to commit to transferring an intellectual property right, such a commitment can only be made in writing and explicitly. If the parties agree in writing that an intellectual property right regarding specifically developed e-learning modules, materials, webinars, and one-to-one business sessions or other materials will transfer to the customer, this does not affect LifeSciGrowth’s right or ability to use and/or exploit the underlying components, general principles, ideas, designs, algorithms, documentation, works, protocols, standards, etc. for other purposes without any restriction, either for itself or for third parties. The transfer of an intellectual property right also does not affect LifeSciGrowth’s right to undertake developments that are similar or derived from those developed for the customer, for its own use or for third parties. 

11.2 All intellectual property rights on websites, databases, equipment, training, testing, and examination materials, or other materials such as analysis, designs, documentation, reports, quotes, and any preparatory materials provided to the customer under the Agreement, rest exclusively with LifeSciGrowth, its licensors, or its suppliers. The customer obtains the usage rights that are expressly granted by these general terms and conditions, the written Agreement between the parties, and the law. A usage right granted to the customer is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable. 

11.3 The customer will not remove or alter any indication(s) regarding the confidential nature or intellectual property rights such as copyrights, trademarks, trade names, or any other intellectual property rights from the websites, databases, equipment, or materials. 

11.4 Even if the Agreement does not explicitly provide for this, LifeSciGrowth is always entitled to implement technical measures to protect databases, websites, and such related to a usage restriction agreed upon in the content or duration of the right to use these objects. The customer will not remove or bypass such technical measures. 

11.5 The customer guarantees that no third-party rights oppose the provision of equipment for websites, materials intended for databases, and/or other materials and/or designs to LifeSciGrowth for use, maintenance, modification, installation, or integration. The customer indemnifies LifeSciGrowth against any claim from a third party based on the assertion that such provision, use, maintenance, modification, installation, or integration infringes upon any right of that third party. 

11.6 LifeSciGrowth is never obligated to perform data conversion unless explicitly agreed upon in writing with the customer. 

11.7 The customer is not permitted to copy, reproduce, or otherwise multiply, translate, adapt, replicate, modify, or reconstruct the Service or part thereof. 

Article 12 – Liability 

12.1 The total liability of LifeSciGrowth due to an attributable shortcoming in the performance of the Agreement or on any legal ground whatsoever, explicitly including any shortcoming in the performance of a guarantee obligation or indemnification agreed with the customer, is limited to compensation for direct damage only. Direct damage is understood exclusively as property damage. Notwithstanding any other provision, LifeSciGrowth’s liability towards the customer is limited to the amount the liability insurance(s) of LifeSciGrowth pays out in the event. In no event will the total liability of LifeSciGrowth for direct damage, on any legal ground whatsoever, exceed €50,000 (fifty thousand Euros). 

12.2 LifeSciGrowth’s liability for indirect damage, including consequential damage, lost profits, missed savings, reduced goodwill, damage due to business interruption, damage resulting from claims by customers of the customer, damage related to the use of items, materials provided or prescribed by the customer to LifeSciGrowth, and damage related to engaging suppliers prescribed by the customer to LifeSciGrowth, is excluded. Also excluded is LifeSciGrowth’s liability for the mutilation, destruction, or loss of data or documents. 

12.3 The exclusions and limitations referred to in this article cease to apply if and insofar as the damage is caused by deliberate intent or gross negligence on the part of the management of LifeSciGrowth. 

12.4 A condition for the existence of any right to compensation is always that the customer reports the damage to LifeSciGrowth in writing as soon as possible after its occurrence, but at the latest twelve (12) days after the damage occurs. Any claim for compensation from LifeSciGrowth expires due to the non-timely reporting of the damage or by the mere expiry of twenty-four (24) months after the claim’s occurrence, unless the customer has initiated a legal proceeding for compensation before the expiry of that term. 

12.5 The customer indemnifies LifeSciGrowth against all third-party claims due to product liability resulting from a defect in a product or system supplied by the customer to a third party, and which partly consisted of equipment or other materials provided by LifeSciGrowth, unless and insofar as the customer proves that the damage was caused by that equipment or other materials. 

12.6 The provisions in this article, as well as all other limitations and exclusions of liability mentioned in these General Terms and Conditions, also apply in favor of all (legal) persons engaged by LifeSciGrowth in the execution of the Agreement. 

12.7 Shortcomings in any form in the services of third parties, such as our external (hosting) providers, data storage, or telecommunications services and other suppliers of LifeSciGrowth, are not attributable to LifeSciGrowth, and LifeSciGrowth is not liable for damage caused by these shortcomings.  

Article 13 – Timeframes 

13.1 LifeSciGrowth will make reasonable efforts to observe the (delivery) deadlines and/or completion dates specified by it or agreed upon between the parties. The dates mentioned by LifeSciGrowth or agreed upon by the parties are always indicative and not binding on LifeSciGrowth. 

13.2 If any deadline is likely to be exceeded, LifeSciGrowth and the customer will consult to discuss the implications for the further schedule. 

13.3 In all cases – even if the parties have agreed on an ultimate (delivery) deadline or completion date – LifeSciGrowth will only be in default due to exceeding the deadline after the customer has given LifeSciGrowth a written notice of default and provided a reasonable period to remedy the breach, which has then expired. The notice of default must contain a description of the breach that is as complete and detailed as possible to give LifeSciGrowth the opportunity to respond adequately. 

13.4 If it is agreed that the performance of the agreed work will take place in phases, LifeSciGrowth is entitled to delay the commencement of work belonging to a phase until the customer has approved the results of the previous phase in writing. 

13.5 LifeSciGrowth is not bound to any ultimate (completion) date or (delivery) deadline if the parties agree to change the content or scope of the Agreement (additional work, change in specifications, etc.) or a change in the approach to the fulfillment of the Agreement, or if the customer does not fulfill its obligations under the Agreement on time or in full. The occurrence of (a demand for) additional work during the performance of the Agreement is never a ground for the customer to terminate or dissolve the Agreement. 

Article 14 – Termination and Rescission of the Agreement 

14.1 Each party is entitled to rescind the Agreement due to an attributable failure in the performance of the Agreement only if the other party, always after a detailed written notice of default with a reasonable period for remedying the failure, fails to fulfill essential obligations under the Agreement. The payment obligations of the customer and all obligations to cooperate and/or provide information by the customer or a third party engaged by the customer are always considered essential obligations under the Agreement. 

14.2 If the customer has already received performances under the Agreement at the time of rescission, these performances and the corresponding payment obligations will not be subject to rescission. 

14.3 Amounts invoiced by LifeSciGrowth before rescission related to what LifeSciGrowth has already properly performed or delivered under the Agreement remain payable and become immediately due upon rescission. 

14.4 If an Agreement, by its nature and content, is not completed by performance, it can be terminated by either party after proper consultation and stating reasons. If no notice period is agreed between the parties, a reasonable period must be observed upon termination. LifeSciGrowth will never be liable for any compensation due to termination. 

14.5 The customer is not entitled to terminate an assignment agreement that is for a fixed term prematurely. 

14.6 Each party can terminate the Agreement in writing, without notice of default, with immediate effect if the other party – whether provisionally or not – is granted suspension of payments, if bankruptcy is filed for the other party, if the other party’s business is liquidated or terminated other than for reconstruction or merger of businesses. LifeSciGrowth can also terminate the Agreement without notice of default with immediate effect if the decisive control over the customer’s business changes directly or indirectly. LifeSciGrowth is never obliged to refund any already received payments or compensation due to the termination as referred to in this paragraph. If the customer is declared irrevocably bankrupt, the customer’s right to use the provided websites and such and the right to access and/or use LifeSciGrowth’s Services ends without any termination act required by LifeSciGrowth. 

Article 15 – Force Majeure 

15.1 LifeSciGrowth is not obliged to fulfill one or more obligations, including any statutory and/or agreed guarantee obligation if it is prevented from doing so due to force majeure. Force majeure includes, among others: 

  • A shortcoming by external (hosting) providers, data storage, or telecommunications services and other suppliers of LifeSciGrowth; 
  • Interruptions or failures in power and/or telecommunications services; 
  • Obstructions due to the hardware and software used by the customer or the technical infrastructure used by the customer; 
  • Strikes; 
  • Fire; 
  • Accident or illness of personnel; 
  • Denial of Service (DoS) attacks; 
  • Unforeseen problems by LifeSciGrowth and any other circumstance that is not exclusively dependent on LifeSciGrowth’s will; 
  • General transportation problems; 
  • Epidemic or pandemic; 
  • Force majeure of suppliers of LifeSciGrowth; 
  • Government measures. 

15.2 If the force majeure situation lasts longer than sixty (60) days, the customer has the right to terminate the Agreement without LifeSciGrowth being obliged to pay any compensation for costs or damages. In that case, the performance already delivered under the Agreement will be settled proportionately, and the parties will owe nothing more to each other. 

15.3 If LifeSciGrowth is prevented from fulfilling the Agreement due to restrictions or obstructions or other forms of force majeure, it is entitled to suspend the execution of the Agreement. The customer has no right to compensation for damage, costs, or interest in that case. 

Article 16 – Consulting 

16.1 All advice given by LifeSciGrowth, shared knowledge, and statements and communications made by LifeSciGrowth about, among other things, the properties of the Services to be provided by LifeSciGrowth, are entirely non-binding and provided by LifeSciGrowth as non-binding information. LifeSciGrowth does not provide any guarantee in this respect. 

16.2 LifeSciGrowth is not liable for any direct or indirect damage, in any form and for any reason, arising from the provision of information and/or advice by LifeSciGrowth. The customer indemnifies LifeSciGrowth against all claims by third parties, unless there is intent or gross negligence by LifeSciGrowth. 

Article 17 – Applicable Law 

17.1 This Agreement is governed exclusively by Dutch law. 

17.2 The court in Amsterdam has exclusive jurisdiction to hear disputes arising from or related to the Agreement between the parties. 

17.3 The customer is not entitled to transfer the rights and obligations under the Agreement to a third party, including entities within the group to which the customer belongs, without prior written consent from LifeSciGrowth. LifeSciGrowth is entitled to transfer the rights and obligations under the Agreement to third parties. The customer hereby gives consent in advance for such a transfer. 

17.4 If one or more provisions of this Agreement are null or voidable, this does not affect the validity of the other provisions. The parties will consult to agree on new provisions to replace the null or voided provisions, taking into account the aim and intent of the null or voided provisions as much as possible. 

Article 18 – Notice and Takedown 

18.1 The customer will always act carefully and lawfully towards third parties, in particular by respecting the intellectual property rights and other rights of third parties, respecting the privacy of third parties, not spreading data contrary to the law, not gaining unauthorized access to systems, not spreading viruses or other harmful programs or data, and refraining from criminal acts and breaches of any other legal obligation. 

18.2 To prevent liability towards third parties or limit the consequences thereof, LifeSciGrowth is always entitled to take measures regarding actions or omissions by the customer that are at risk. Upon the first written request of LifeSciGrowth, the customer will immediately remove data and/or information from LifeSciGrowth’s systems, failing which LifeSciGrowth is entitled to, at its discretion, remove the data and/or information itself or make access to it impossible. 

18.3 Furthermore, in case of a breach or a threatened breach of the provisions of this article, LifeSciGrowth is entitled to immediately deny the customer access to its systems without prior notice. The above does not affect any other measures or the exercise of other legal and contractual rights by LifeSciGrowth against the customer. In such a case, LifeSciGrowth is also entitled to terminate the Agreement with immediate effect without being liable to the customer. 

18.4 LifeSciGrowth cannot be required to form an opinion on the merits of third-party claims or the customer’s defense or be involved in any way in a dispute between a third party and the customer. The customer will have to settle the matter with the relevant third party and inform LifeSciGrowth in writing and with well-founded documentation. 

Aerdenhout, July 2024.