Terms of Service

Introduction

These Terms of Service ("Terms") govern your use of the BioBridgeX platform and services operated by BioBridgeX Ltd ("BioBridgeX", "we", "us", or "our").

1. Acceptance of Terms

By accessing or using the BioBridgeX platform ("Platform"), you agree to be bound by these Terms, our Privacy Policy, Cookie Policy, and Acceptable Use Policy. If you do not agree to these Terms, you must not use our Platform.

By using the Platform, you represent that you are:

• At least 18 years of age
• An authorised representative of the company you are registering
• Legally capable of entering into binding contracts

2. Platform Description

BioBridgeX is a B2B marketplace connecting pharmaceutical and biotechnology companies ("Buyers") with preclinical research Contract Research Organisations ("CROs" or "Vendors"). BioBridgeX operates as the Vendor of Record, acting as a project coordinator and financial intermediary.

What We Do

• Source and vet qualified CROs
• Manage Statements of Work (SOWs) and Purchase Orders (POs)
• Oversee project timelines, contracts, and payments
• Facilitate communication between Buyers and CROs
• Issue invoices and disburse payments

3. User Types and Responsibilities

3.1 Buyers

Buyers (biotech/pharma companies) agree to:

• Provide complete, accurate, and timely project information
• Respond to quote invitations within 2 business days
• Pay approved invoices according to agreed milestone schedules
• Cooperate with BioBridgeX and selected CROs
• Notify BioBridgeX of any changes affecting the project

3.2 CROs/Vendors

CROs agree to:

• Maintain all required certifications and regulatory compliance (GLP, GMP, etc.)
• Perform services in accordance with agreed SOWs and industry standards
• Maintain professional liability insurance (minimum £2,000,000 per claim)
• Provide accurate service capabilities and pricing
• Protect confidential information and intellectual property

4. Fees and Payment Terms

4.1 For Buyers

• Platform Fee: Free – Buyers do not pay any platform fees
• Project Payments: As outlined in each approved SOW
• Payment Terms: Net 30 days from invoice date
• Late Payment: Interest at 1% per month on overdue balances

4.2 For CROs

• Platform Fee: 2% of the total project price
• Payment Model: "Pay when paid" – CROs receive payment after BioBridgeX receives cleared funds from Buyer
• Payment Timeline: Within 15 calendar days of receipt of Buyer payment

BioBridgeX never advances its own funds. Payment to CROs is always contingent on receipt of cleared funds from Buyers.

5. Platform Exclusivity and Non-Circumvention

• All communications and transactions with parties introduced through BioBridgeX must be conducted through the Platform
• For 12 months following any project, neither party may engage directly with the other party for the same or substantially similar work without BioBridgeX's written consent
• Violation triggers liquidated damages equal to the platform fee that would have applied
• Attempted circumvention constitutes a material breach and may result in immediate account suspension or termination

6. Intellectual Property

• All research-derived intellectual property ("Project IP") shall belong exclusively to the Buyer upon full payment
• CROs retain ownership of pre-existing intellectual property ("Background IP")
• CROs grant Buyers a non-exclusive, royalty-free licence to use Background IP solely to interpret and exploit Project IP
• BioBridgeX retains all rights to the Platform, including its technology, design, and trademarks

7. Confidentiality

All parties agree to treat as confidential all non-public, proprietary, or sensitive information disclosed during the use of the Platform, including but not limited to:

• Business plans and protocols
• Compound information and project data
• Financial records and pricing
• Study outcomes and research data
• Vendor relationships and trade secrets

Confidential information may only be disclosed to employees, agents, or affiliates with a need to know and under equivalent confidentiality obligations.

8. Limitation of Liability

8.1 BioBridgeX's Role

BioBridgeX acts solely as a project coordinator and financial intermediary. BioBridgeX:

• Is NOT liable for CRO delays, scientific performance, or regulatory non-compliance
• Is NOT responsible for permits, animal-welfare approvals, biosafety, export controls, or data-privacy filings
• Makes NO warranties (express or implied) concerning completeness, accuracy, merchantability, fitness for purpose, or regulatory compliance of any CRO services

8.2 Liability Cap

BioBridgeX's total cumulative liability under any SOW or project is limited to the administrative fees (platform fees) actually retained by BioBridgeX for that SOW.

8.3 Exclusions

Neither party shall be liable for indirect, incidental, special, punitive, or consequential damages (including lost profits, loss of data, or business interruption), except where prohibited by law.

9. Indemnification

• Buyers shall indemnify BioBridgeX against claims arising from Buyer-supplied materials, instructions, or regulatory non-compliance
• CROs shall indemnify BioBridgeX against claims arising from negligence, breach of agreement, regulatory violations, or third-party IP infringement
• BioBridgeX indemnifies users only for losses finally determined to result from BioBridgeX's fraud or wilful misconduct, up to the liability cap

10. Term and Termination

• Term: These Terms remain in effect while you use the Platform
• Termination for Convenience: Either party may terminate with 30 days' written notice
• Termination for Cause: Either party may terminate immediately for material breach not cured within 15 business days of written notice
• Effect: Upon termination, ongoing SOWs shall be honoured unless otherwise agreed; payment obligations for services already rendered remain due

Sections regarding confidentiality, intellectual property, payment obligations, indemnification, limitation of liability, and dispute resolution shall survive termination.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of laws principles.

Dispute Resolution

• Parties shall first attempt to resolve disputes through good-faith negotiations
• If unresolved within 30 days, disputes shall be finally settled under the Rules of the London Court of International Arbitration (LCIA)
• Seat of Arbitration: London, United Kingdom
• Language: English
• Number of Arbitrators: One (1)

Awards issued under such arbitration shall be binding and enforceable in any jurisdiction. BioBridgeX reserves the right to seek injunctive or interim relief in any jurisdiction to protect its platform, business, or intellectual property.

12. General Provisions

• Entire Agreement: These Terms, together with our policies and any executed agreements (MSA, SOW, PO), constitute the complete agreement
• Amendments: We may update these Terms by posting the revised version with a new "Last updated" date
• Severability: If any provision is found invalid, the remainder remains enforceable
• No Waiver: Failure to enforce any provision does not constitute a waiver
• Assignment: You may not assign your rights without our written consent
• Independent Contractors: Nothing herein creates employment, partnership, or agency

13. Contact Us

For questions about these Terms of Service, please contact us: