General terms and conditions for use of PPS

Introduction

These PPS General Terms and Conditions for Access (hereinafter the “Terms and Conditions”) apply to all non-commercial Users of PPS. All individuals who submit a Project Application must have proper affiliation with an academic institution (“User”) and from a legal perspective it is always the User’s institution which is granted access to PPS. In these Terms and Conditions, PPS refers to the specific university within PPS to which a User’s Project has been allocated subsequently to a submitted Project Application. PPS, and User may collectively be referred to as “Parties” and individually also as a “Party". 

1. General

1. Under these Terms and Conditions, PPS will make available protein production to users as specified in the approved project application to PPS (the “Project”). By submitting a project application which fulfills the requirements provided by PPS (“Project Application”) User accepts that these Terms and Conditions apply in case the Project Application is approved and results in a Project. 

2. The Project is subject to the administrative and technical supervision and control of PPS; and shall comply with all from time to time applicable legislative requirements and other governmental regulations as well as all from time to time applicable polices and other internal regulations of the participating universities in PPS, including but not limited to safety, operating procedures, environment protection, access to information, experimental data, IT-security, hours of work, and general conduct. Users shall execute any documents required by PPS, acknowledging and agreeing to comply with these Terms and Conditions and hence, any such applicable rules of PPS. 

3. Any personal data related to employees or consultants of the User submitted in relation to the Project or in contacts with PPS, may be used by PPS for the completion of the Project, statistical and administrative purposes and for archiving purposes only. 

4. If the information provided in the Project Application substantially changes after it has been submitted (including but not limited to changes to samples, equipment, personnel or Project scope), PPS has the right to withdraw support to the project.

5. The User acknowledges that the production of a certain protein as described in the Project Application might not succeed. In this case the User is aware of the fact that the deliverable is the report about the work done.

6. PPS is entitled to terminate a project if its execution has become impossible due to employees leaving their position at PPS and new employees with suitable qualifications and competence cannot be hired using reasonable efforts, or if unique equipment cannot be repaired within reasonable time or with the expenditure of reasonable costs. In such cases PPS is entitled to reasonable compensation for costs until termination date. 

7. PPS will carry out the Project in a professional manner and engage a sufficient number of competent and experienced staff for the Project in a timely manner. If a time schedule is communicated to the User, this is only an estimated time schedule.  User acknowledges that PPS will have the sole right to allocate and schedule the Project and that PPS at its own discretion may distribute its resources and adjust the time schedule accordingly. If PPS becomes aware of a need to adjust the time schedule for the Project it will inform User hereof and provide a revised time schedule. The User may not hold PPS liable for any losses, expenses or damages caused by late delivery.

8. PPS will strive to carry out the Project with the highest scientific quality but cannot be held responsible for the usefulness of delivered proteins for the specific purposes intended by the User or the outcome/anticipated results of the Project. Any proteins are intended for research use only, in accordance with the ethical guidelines given by the Swedish Research Council. Any and all human or clinical use of the proteins, including, without limitation, any administration into humans, is strictly prohibited.

2. Scientific and technical assistance

1. A PPS Contact will be assigned to the Project and assist in preparing the Project. 

3. Data analysis and software

3. Unless otherwise agreed in writing, no interpretation of data will be provided to the User by PPS. Should User require the use of software for processing and/or analysing of the data and project report, the access to appropriate software is the responsibility of the User.

4. User fees and payment terms

1. A cost estimate for the Project will be agreed on between PPS and the User before the Project starts. The User acknowledges that payment is done for work performed as specified in the Project application not for any outcome. All sums are in SEK and exclusive of VAT.
2. If the completion of the Project requires more hours/costs than in the cost estimate, PPS will inform User hereof in writing in advance and will not carry out any work exceeding the original price without prior written approval by User of the additional work. If such approval isn't provided the Project shall be deemed completed by PPS.
3. Delivery of the proteins to User will take place in accordance with the delivery condition Ex Works (INCOTERMS 2020) at the User’s address specified in the Project Application if not agreed to in writing otherwise.
4. Payment shall be made within thirty (30) days of invoice. In the case of late payment, PPS shall be entitled to late payment interest in accordance with the Swedish Interest Act (räntelagen 1975:635).

5. Property and materials

1. User may be permitted by PPS to furnish items or materials which are necessary in order for PPS to carry out the Project (“Materials”). The transfer of such Materials doesn’t constitute any transfer of ownership or other rights that the User has in the Materials, except that PPS shall have a non-exclusive license to use the Materials for the conduct of the Project. The provision, including transportation and insurance, of Materials, and any costs involved, are the sole responsibility of the User. Such Materials must comply with PPS safety policy and requirements applicable from time to time and shall remain the property of the User. Unless an exception is granted by PPS, all such items and materials (if applicable) shall be removed by the User within thirty (30) days of the end of the Project or will be disposed of at Users expense.
2. PPS will, at all times, handle User’s material or property with reasonable care. PPS shall have no responsibility for any User property in PPS’s possession other than loss or damage caused by willful misconduct or gross negligence on PPS’ part.

6. Scheduling and cancelation

1. The User acknowledges that PPS will have sole responsibility for allocating and scheduling use of PPS.

2. If a User has to cancel an agreed project, the User must as soon as possible inform PPS. In case User cancels a project, PPS shall have the right to charge User in accordance with the work done until the timepoint of cancellation and reasonable costs related to the discontinuation of the project, including all non-cancellable obligations, and any occurring costs connected to the cancelation.

7. Confidentiality

1. ”Confidential Information” means information which is confidential according to the Swedish Information and Secrecy Act (SFS 2009:400)  Confidential Information, may for clarity also be labeled “CONFIDENTIAL”, or when disclosed orally, stated at its disclosure to be confidential provided that this is  confirmed in writing within fifteen (15) days from disclosure of the information. 
2. The Parties undertake to take all such measures, as may reasonably be required, to maintain confidentiality when handling Confidential Information. This means that the Parties shall restrict the dissemination of Confidential Information to as few persons within its organization as necessary and for the purposes of the project, PPS shall not use User’s Confidential Information for any purpose other than to perform its obligations for the project.
3. Confidential Information shall be kept confidential during a period of three (3) years from disclosure of the information.
4. Confidentiality, as defined in this section 7, shall not apply to information that:
   1. was in the public domain at the time of disclosure or that has come into the public domain thereafter through other means than a breach of these Terms and Conditions;
   2. the receiving Party can show was already known to that Party at the time of disclosure;
   3. has been legitimately disclosed to a Party by another source than, and independently of, a Party to this Terms; and/or 
   4. which receiving Party is required to disclose by law or a court or administrative order or due to conditions given by the Swedish Research Council.

8. Non-compliance

1. Without prejudice to any other legal or contractual rights, PPS retains the right to terminate User’s Project upon breach of any of the provisions of these Terms and Conditions, including non-compliance with any PPS internal policies or other reasonable instructions of PPS. 

9. Intellectual property rights 

1. All Results shall belong to the User. “Results” shall mean all deliverables and information, whether or not it may be protected under intellectual property laws, including, but not limited to, raw and aggregated data and all analyses performed hereunder, including any actual proteins produced if such are generated in the Project
2. PPS retains ownership to any intellectual property other than Results, including its Background IP. For the avoidance of doubt PPS shall have sole ownership in any intellectual property relating to or arising from the Project performed, or the methods, processes, protocols, or software used in the Project, or any improvements modification or developments thereof generated in the Project, whether or not protected as a matter of intellectual property laws or if application or registration is required. ”Background IP” means all information (such as DNA sequences and protein sequences) that a Party controls and makes available to the other Party in order to carry out the Project, including any improvements hereof, whether or not the information is or may be protected under intellectual property laws. User retains all ownership to and intellectual property in its Background IP. The User grants PPS a non-exclusive license to such Background IP where this is needed in order to conduct the Project.
3. For the avoidance of doubt, the conduct of the Project shall not limit PPS’ ability to conduct research and education in accordance with general principles, and PPS therefore retains the right to use Results for the purpose of further internal research, education, and quality control, i.e. PPS shall have the right to use such Results to validate, develop and improve its own research methods and processes.

10. Publication

1. PPS will not publish Results independently. User’s publication of Results must include appropriate acknowledgement of PPS as a national research infrastructure (proposed text below) and PPS personnel as scientists if considerable intellectual input has been provided to the Project. References for publications related to PPS must be sent to PPS within three (3) months of the publication date. This also applies to PhD theses.
2. User acknowledges to comply with the following minimal requirements when publishing PPS results:
   1. For recombinant proteins, the complete sequence of the construct used in the reported PPS results should be made available. 
   2. Protein expression, purification and storage conditions should be fully described such that they may be accurately reproduced in any laboratory.
   3. The method used for measuring the protein concentration should be given. 
3. User will not use the name of PPS or its staff in any promotional activity, such as advertisements, with reference to any product or service resulting from the Project, without prior written approval of PPS.
4. PPS will not use the name of User in any promotional activity, such as advertisements, with reference to any product or service resulting from the Project, without prior written approval of the User. The User will, however, in good faith discuss PPS’ request for using the Project as a User case. PPS shall be entitled to provide summaries of how PPS’ resources are spent, including name of User/Principal investigator and project titles in relevant reports for the activities of PPS.

Suggested acknowledgement text: “We acknowledge Protein Production Sweden for provisioning of facilities and experimental support and we would like to thank [include relevant research personnel at [PPS node]] for assistance. Protein Production Sweden is funded by the Swedish Research Council as a national research infrastructure.”

11. No warranty, liability​​​​​​​

1. User is solely responsible for the data and/or material submitted by User and/or intended for use during performance of the Project. PPS shall have no responsibility for any User property in PPS’ possession.
2. User represents and warrants that the Project and all materials and data relevant for the Project are fully in compliance with all applicable laws, international agreements, conventions including but not limited to the Nagoya Protocol and that all applicable ethical permits and authorizations have been acquired. All documentation which is necessary to substantiate that these conditions have been fulfilled shall be produced by User to PPS upon request.
3. PPS makes no warranty related to the Results generated, made or developed in the Project, including but not limited to the merchantability, or fitness for a particular purpose of the resulting products and Results; that goods, services, materials, products, processes, information, or data to be provided hereunder will accomplish any particular or intended results or are appropriate for any purpose; or that use of the products or Results will not infringe any patent, copyright, trademark or other proprietary rights of any third party.
4. None of the Parties are liable for
   1. Any loss, damage, cost or expenses of any nature whatsoever incurred or suffered of an indirect, incidental or consequential nature, including any economic loss, property damage, dilution of intellectual property or other loss of turnover, loss of profits, business or goodwill arising out of or in connection with these Terms and Conditions or the subject matter of these Terms and Conditions,
   2. damages caused by legal enactment, governmental action, acts of war, strikes, blockades, boycotts, lockouts, pandemics, natural disasters or similar circumstances. ​​​​​​​
   3. Each Party shall be solely liable for its personnel and/or property used or the improper handling thereof, during performance of the Project regardless of the storage or transport of such property. Each Party is solely liable for assessment of insurance needs for such property and for taking out appropriate insurance for such personnel and/or property.​​​​​​​
   4. If a Party wishes to make a claim against the other Party for damages, the injured Party shall inform the other Party hereof in writing without unreasonable delay after becoming aware of the damage. The right to damages shall be lost if the claim is not made within six (6) months after the damage became known to the injured Party.
5. PPS total liability is, in all cases, limited to damage claims that are covered by existing insurance policies and to a maximum total amount corresponding to User’s payments for the Project in question under these Terms and Conditions.
6. Each Party shall be solely liable for its personnel and/or property used or the improper handling thereof, during performance of the Project regardless of the storage or transport of such property. Each Party is solely liable for assessment of insurance needs for such property and for taking out appropriate insurance for such personnel and/or property.

7. If a Party wishes to make a claim against the other Party for damages, the injured Party shall inform the other Party hereof in writing without unreasonable delay after becoming aware of the damage. The right to damages shall be lost if the claim is not made within six (6) months after the damage became known to the injured Party.

​​​​​​​12. Force majeure​​​​​​​

13. The Parties shall be relieved from liability for a failure to perform any obligation under these Terms and Conditions during such period and to the extent that the due performance thereof by either of the Parties is prevented by reason of any circumstance beyond the reasonable control of that Party, such as war, warlike hostilities, mobilization or general military call-up, fire, flood, power failure, labour disputes, pandemic or other circumstances of similar importance, provided, however, that the Party who is unable to perform resumes performance as soon as possible following the end of the event causing delay or failure.

13. Assignment and sub-contracting​​​​​​​

1. Neither Party shall be entitled to assign any of their rights and obligations under these Terms and Conditions. Notwithstanding the foregoing, PPS shall be entitled to subcontract parts of the Project.

14. Governing law​​​​​​​

1. These Proprietary Terms and Conditions are subject to Swedish substantive law, without reference to its conflict-of-laws rules.

15. Dispute resolution

1. ​​​​​​​Any dispute arising out of or in connection with the Project, the Parties shall first try to resolve through an amicable settlement. If an amicable settlement is not reached, the dispute shall be settled by general court, with the general district court where PPS has its registered office as the first instance. Notwithstanding the above, disputes arising between Parties who are Swedish public authorities cannot be settled in court and shall be settled through good faith negotiations between the Parties and if not settled in accordance with the dispute resolution mechanisms available between Swedish public authorities.