Terms and Conditions
DefiniGEN Limited Terms and Conditions for the Supply of Goods and related Services
November 2024
1 Interpretation
The following definitions and rules of interpretation shall apply in these Terms and Conditions:
“Cells” means any cell types supplied by the Company under any Contract.
“Customer” means the person, firm or company who purchases the Goods and/or Services from the Company.
“Company” means DefiniGEN Limited, a company registered in England under number 07595566 whose registered office is at Moneta Building 280, Babraham Research Campus, Babraham, CB22 3AT.
“Confidential Information” means all information of a confidential nature (in whatever form) which is disclosed directly or indirectly by one party (“Discloser”) to the other party (“Recipient”) in the performance of the Contract including:
- any know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind;
- any information in regards to differentiation protocols developed by the Company;
- all information produced, developed or derived from information disclosed pursuant to the Contract;
- all information agreed to be, or marked as, confidential; and
- any information the Recipient knows, or could reasonably be expected to know, is confidential.
“Contract” means any contract between the Company and the Customer for the sale and purchase of the Goods and/or the supply of Services, incorporating these Terms and Conditions.
“Contract Price” means the total price payable by the Customer for the supply of Goods and/or Services under a Contract.
“Delivery Point” means the place where delivery of the Goods is to take place under condition 5.1.
“Goods” means any Cells and/or Media products supplied by the Company together with any other goods which the Company agrees to supply to the Customer under a Contract.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Media” means nutrient media for culturing Cells.
“Quotation” the Company’s quotation for the supply of Goods and/or Services, setting out the relevant details.
“Results” means any report, data or other written form of results provided by the Company in relation to or arising out of the Services.
“Scope of Work” the Scope of Work provided by the Company setting out a description of the Services.
“Services” means any efficacy screening, toxicology screening or other testing and/or development services to be provided by the Company under the Contract, together with any other services which the Company provides, or agrees to provide to the Customer as set out in the Scope of Work, or as otherwise agreed in writing.
1.1 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.2 Words in the singular include the plural and in the plural include the singular.
1.3 A reference to one gender includes a reference to the other gender.
1.4 Condition headings do not affect the interpretation of these Conditions.
2 Application of Conditions
2.1 Subject to any variation under condition 2.3, the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Company’s supplies of Goods and Services and any variation to these Conditions and any representations about the Goods and Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company.
2.4 Each order placed by the Customer or any acceptance of a Quotation by the Customer shall be deemed to be an offer by the Customer to buy Goods and/or Services subject to these Conditions.
2.5 No order placed by the Customer shall be deemed to be accepted by the Company (and no Contract shall come into existence) until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods or starts providing the Services to the Customer.
2.6 Any Quotation is valid for a maximum period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3 Supply of Services
3.1 The Company shall supply the Services to the Customer in accordance with the Scope of Work in all material respects.
3.2 The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Scope of Work or otherwise communicated to the Customer in writing, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3.3 The Company reserves the right to amend the Scope of Work if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
3.4 The Customer acknowledges and agrees that where the Services include toxicology and/or efficacy testing, the Results are intended for use by the Customer at the pre-clinical trial stage and must not be relied upon as conclusive evidence that the drug, treatment or diagnostic is safe for use in a clinical trial. The Company shall have no liability to the Customer for any claim, action, investigation, proceedings, liability, loss, harm, damage, costs, fines, penalties or any other form of liability it suffers or incurs as a result of relying solely on the Results to carry out any clinical trial.
3.5 The Company will perform the Services in accordance with the agreed Scope of Work, however the Customer acknowledges and agrees that due to the exploratory nature of the Services, notwithstanding the Company exercising the required degree of skill and care, the Services may not produce the anticipated outcome, or any definitive result. In such circumstances the Company may, in its sole discretion and as a gesture of goodwill, re-perform the Services with appropriate modification to the experimental conditions, however the Company is under no obligation to do so.
3.6 In the event the Customer requests any work in addition to that outlined in the Contract, the Company will notify the Customer of any additional charges due in respect of such additional work. The Company will have no obligation to carry out any such additional work unless the Customer has agreed to such additional charges in writing.
4 Description of Goods and Services
4.1 The quantity and description of the Goods shall be as set out in the Quotation and the description of the Services shall be as set out in the Scope of Work, or in either case, as otherwise agreed in writing.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract.
5 Delivery of Goods
5.1 Subject to Condition 5.2 and unless condition 6.4 applies, unless otherwise agreed in writing by the Company, delivery of the Goods shall take place when the Goods are delivered to the location set out in the Quotation or to such other location as the parties agree in writing.
5.2 If the Customer is using its own courier or other delivery agent delivery of the Goods shall take place when the Supplier notifies the Customer the Goods are available for collection.
5.3 Unless condition 6.4 applies, risk in the Goods will pass to the Customer on delivery (as defined in conditions 5.1 and 5.2).
5.4 The Company will use all reasonable endeavours to meet any dates specified by the Company for delivery of the Goods but any such dates shall be an estimate and time for delivery shall not be of the essence. If no dates are so specified, delivery shall be within a reasonable time.
5.5 If for any reason the Customer or its nominated carrier or other agent (including brokers and couriers) fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
5.5.1 risk in the Goods shall pass to the Customer;
5.5.2 the Goods shall be deemed to have been delivered; and
5.5.3 the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
5.6 The Customer shall provide at the Delivery Point and at its expense, adequate and appropriate equipment and manual labour for unloading the Goods.
5.7 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
5.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
6 Export Terms
6.1 Where the Goods are supplied for export from the United Kingdom, the provisions of this condition 6 shall (subject to any special terms agreed in writing between the Customer and the Company) apply in addition to the provisions of condition 5. In the event of any conflict between the provisions of this condition 6 and the terms of condition 5, the terms of this condition shall prevail.
6.2 In these Conditions, “Incoterms″ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of the Incoterms and these Conditions, the latter shall prevail.
6.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
6.4 Unless otherwise agreed in writing, the Goods shall be supplied on a DAP basis (Delivered at Place) and delivery shall take place and risk shall pass to the Customer in accordance with that Incoterm.
7 Non-delivery
7.1 The quantity of any consignment of Goods as recorded by the Company on dispatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
7.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Customer gives written notice to the Company of the non-delivery within five days of the date when the Goods would in the ordinary course of events have been received.
7.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
8 Title to Goods
8.1 Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
8.1.1 the Goods; and
8.1.2 all other sums which are or which become due to the Company from the Customer on any account.
9 Price
9.1 Unless otherwise agreed by the Company in writing, the price for the Goods and/or Services shall be the price set out in the Quotation or Scope of Work, as applicable.
9.2 The price for the Goods shall be exclusive of any taxes and import duties which are levied when the delivery reaches the specified destination. The Customer will be responsible for payment of any such taxes and import duties. Please note that the Company has no control over these charges and cannot predict their amount. The Customer should contact their local tax or customs office for further information before placing the order.
10 Payment
10.1 Unless agreed otherwise in writing, payment of the price for the Goods and/or Services is due within 30 days of the invoice date.
10.2 Time for payment shall be of the essence.
10.3 No payment shall be deemed to have been received until the Company has received cleared funds.
10.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
10.5 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
10.6 If the Customer fails to pay the Company any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the rate prescribed by law.
10.7 If the Customer fails to pay the Company in accordance with any agreed period of credit, the Company reserves the right to withdraw any account of the Customer so that they may only deal in future on a pro forma basis.
11 Quality
11.1 The Company warrants that the Services will be provided using reasonable skill, care and diligence, however the Company gives no warranty that the test item provided by the Customer will produce any particular result or outcome.
11.2 The Company warrants that (subject to the other provisions of these Conditions) on delivery, and for any period of the shelf life as determined by an expiry date listed on the product documentation, the Goods shall:
11.2.1 conform to their description; and
11.2.2 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
11.3 The Company shall not be liable for a breach of the warranty in condition 11.2 unless:
11.3.1 the Customer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit, within five days of the time when the Goods were delivered to the Customer; and
11.3.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost for the examination to take place there or, if appropriate, the Company examines the Goods at the Customer’s place of business.
11.4 The Company shall not be liable for a breach of the warranty in condition 11.2 if:
11.4.1 the Customer makes any further use of such Goods after giving such notice;
11.4.2 the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, handling (including, without limitation, the process for thawing Cells), use, maintenance, expiry date and application of the Goods or (if there are none), because the Customer has failed to follow good trade practice;
11.4.3 the defect arises because of accidental damage by Customer or the Customer’s nominated carrier; or
11.4.4 the Customer alters or modifies such Goods without the written consent of the Company.
11.5 Subject to condition 11.3 and condition 11.4, if any of the Goods do not conform with the warranty in condition 11.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Customer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company.
11.6 If the Company complies with condition 11.5 it shall have no further liability for a breach of the warranty in condition 11.2 in respect of such Goods.
11.7 Any Goods replaced shall belong to the Company and replacement Goods shall be guaranteed on these terms.
11.8 The Customer acknowledges and agrees that if it requests the Company to supply any Cells and/or Media which have been used in performing the Services for the Customer’s further research, such items are supplied “as is” and no warranty is given as to their quality or fitness for purpose.
12 Customer undertakings
12.1 Without prejudice to condition 11.2, the Customer acknowledges and agrees that any Cells supplied by the Company are to be used strictly for research purposes only and are not licensed for therapeutic use, whether in humans or animals. The Customer agrees and undertakes that it will not use or attempt to use any such Cells for therapeutic purposes or inject or otherwise introduce any such Cells into any living person or animal, and it will not allow any third party to do so.
12.2 The Customer will indemnify the Company on demand and keep the Company indemnified against any claims, losses, demands, actions, proceedings, harm, damage, fines, investigations, costs, expenses (including legal costs) and any other liability suffered or incurred by the Company arising from the Customer’s non-compliance with condition 12.1.
12.3 The Customer acknowledges and agrees that if it requires the Company to produce Cells which mimic a particular genetic mutation pursuant to the Contract, the Company will produce or attempt to produce a greater quantity of Cells than the number requested by the Customer to allow for wastage and the Company shall be permitted to keep, use and sell any spare Cells it produces, without restriction.
12.4 The Customer warrants and represents that if it provides any Cells to the Company for testing purposes in the course of the Company providing the Services, it has all necessary authorisations, consents and permissions in place to provide such Cells.
12.5 The Customer agrees to return the Company’s shippers used for transporting the Goods in the timeframe stipulated by the Company.
12.6 If the Customer cancels the Contract in circumstances where the Company is not in breach of its contractual obligations, the Company reserves the right to charge the Customer its costs and expenses incurred in performing the Contract up to and including the date of cancellation.
13 Intellectual Property
13.1 The Customer acknowledges and agrees that:
13.1.1 the process used by the Company for differentiating the Cells is the Company’s confidential and proprietary information; and
13.1.2 it will not reverse engineer or attempt to reverse engineer the Cells to gain knowledge of such process, nor will it permit any person to do so.
13.2 If the Customer becomes aware of any details of such process, then unless it has acquired such information because:
13.2.1 it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Customer or its employees, officers, agents or contractors in breach of the Contract;
13.2.2 it was, is, or becomes available to the Customer on a non-confidential basis from a person who is not under any confidentiality obligation in respect of the information; or
13.2.3 it was lawfully in the possession of the Customer before the supply of the Cells by the Company,
the Customer will keep that information confidential and will not use or exploit it for any purpose or reason or permit any person to do so.
13.3 The Customer agrees that the restrictions set out in conditions 13.1 and 13.2 are a reasonable and proportionate means of protecting the Company’s legitimate business interest in protecting its confidential and proprietary information.
13.4 The Company warrants that the Cells, as supplied, do not infringe the Intellectual Property Rights of any third party. However, the Company gives no assurance or warranty that if the Customer modifies or adapts the Cells or uses them in conjunction with or in combination with any other cells, products, materials or services, such activities or the results thereof will not infringe any Intellectual Property Rights of any third party.
13.5 The Company hereby unconditionally assigns all Intellectual Property Rights in the Results to the Customer.
14 Non-Solicitation
14.1 The Customer shall not, during the term of the Contract or for a period of 12 months from the date of termination of the Contract (for whatever reason), solicit, endeavour to entice away, employ, offer to employ or engage any person who is at any time during the term of the Contract employed by the Company (whether or not such person would commit any breach of his contract of service or consultancy agreement in leaving such employment or engagement), unless such employment or offer of employment is the result of the employee’s response to a general recruitment campaign.
15 Limitation of liability
15.1 Nothing in these Conditions shall exclude or restrict the liability of the Company to the Customer for:
15.1.1 death or personal injury resulting from the Company’s negligence;
15.1.2 fraud or fraudulent misrepresentation; or
15.1.3 any other liability which may not be excluded by law.
15.2 Subject to condition 15.3, the total liability of the Company to the Customer whether in contract, tort, negligence, breach of statutory duty or otherwise for any direct loss or damage, costs or expenses arising under or in connection with these Conditions shall not exceed an amount equal to 150% of the Contract Price or, if higher, the amount actually recovered by the Company under its applicable insurance policy.
15.3 The following types of loss are wholly excluded:
15.3.1 loss of profit;
15.3.2 loss of sales or business;
15.3.3 loss of agreements or contracts;
15.3.4 loss of anticipated savings;
15.3.5 loss of or damage to goodwill; and
15.3.6 indirect or consequential loss.
15.4 All dates provided by the Company for the delivery of the Goods or the provision of Services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay beyond such approximate dates.
15.5 The Company has given commitments as to compliance of the Goods and Services with relevant specifications and standards in conditions 11.1 and 11.2. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and by section 13 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
16 Confidentiality
16.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business assets, affairs, customers, clients or suppliers of the other party, except as permitted by condition 16.2.
16.2 Each party may disclose the other party's Confidential Information:
16.2.1 to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this condition 16; and
16.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3 No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
17 Termination
17.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
17.1.1 the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
17.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
17.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
17.1.4 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
17.2 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract (except for sums disputed in good faith) and such amount remains outstanding 14 days from and including the date of notice from the Company that such amount is due.
17.3 Without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on the due date for payment (except for sums disputed in good faith), the Customer becomes subject to any of the events listed in condition 17.1.2 to condition 17.1.4 (inclusive), or the Company reasonably believes that the Customer is about to become subject to any of them.
17.4 On termination of the Contract the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.
17.5 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry.
17.6 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
18 Assignment
18.1 The Company may assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
18.2 The Customer shall not assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract or any part of it without the prior written consent of the Company, not to be unreasonably withheld, delayed or conditioned.
19 Force majeure
19.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events or circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. The time for performance of such obligations shall be extended accordingly. If the event in question continues for a continuous period in excess of 60 days, the party not affected shall be entitled to terminate the Contract by giving 7 days’ written notice.
20 Data Protection
20.1 The parties agree that the only personal data they anticipate sharing in the performance of the Contract is the business contact details of their respective employees and personnel.
20.2 Each party will adhere to all applicable data protection and privacy laws in the performance of its obligations under the Contract.
21 General
21.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
21.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
21.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
21.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
21.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of The Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
21.6 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
21.7 The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
21.8 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
21.9 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.
22 Communications
22.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by email:
22.1.1 (in case of communications to the Company) to its registered office, or such other address as shall be notified to the Customer by the Company; or
22.1.2 (in the case of communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Customer.
22.2 Communications shall be deemed to have been received:
22.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
22.2.2 if delivered by hand, on the day of delivery; or
22.2.3 if sent by email on a working day prior to 4.00 pm, at the time of transmission with read receipt checked.
22.2.4 Communications addressed to the Company shall be marked for the attention of: Office Manager, DefiniGEN Ltd, Babraham Research Campus, Moneta Building 280, Babraham, Cambridge, CB22 3AT United Kingdom. Email: info@definigen.com
22.2.5 This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
