Terms of Service
Last modified date: 15/01/2020
PLEASE READ CAREFULLY THE FOLLOWING DOCUMENT CALLED “TERMS OF SERVICE”, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS, RECOURSES AND OBLIGATIONS. IT INCLUDES LIABILITIES AND EXCLUSIONS, DISPOSITIONS DEFINING RESPONSIBILITIES AND COMPETENCIES, AND OBLIGATIONS RELATIVES TO THE RESPECT OF APPLICABLE LAWS AND RULES.
IT IS REQUIRED FROM THE EXPERTS TO UNDERSTAND WHICH OBLIGATIONS THEY MAY HAVE AS SERVICE PROVIDERS WITHIN THEIR ORGANISATION, AND TO COMPLY. ADMINISTRATIONS AND PRIVATE COMPANIES MIGHT BE SUBJECT TO RULES AND PROCESSES REGARDING THEIR CAPACITY TO PROVIDE SERVICES TO OTHER ADMINISTRATIONS AND/OR COMPANIES, THAT MIGHT INCLUDE USAGE OF MATERIAL.
LABTOO CANNOT AND WILL NOT BE HELD RESPONSIBLE FOR THE LACK OF COMPLIANCE FROM THE EXPERTS. EXPERTS MUST KNOW AND COMPLY WITH INTERNAL RULES BEFORE USING LABTOO.
YOU ACKNOWLEDGE AND ACCEPT THAT BY ACCESSING OR USING THE SITE, WHETHER YOU ARE REGISTERED OR NOT, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE AND SITE CONTENT.
IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY TO OFFER YOUR EXPERTISE OR THAT OF YOUR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE INFORMED THE COMPANY OR OTHER LEGAL ENTITY OF THE COMMITMENTS MADE HEREUNDER, TAKEN THE NECESSARY STEPS AND OBTAINED THE AUTHORISATION OF THE COMPANY OR OTHER LEGAL ENTITY IN ACCORDANCE WITH THESE TERMS, IN WHICH CASE THE TERMS "YOU", "YOUR" AND "YOURS" REFER TO AND APPLY TO SUCH COMPANY OR LEGAL ENTITY.
IN CASE OF DISCREPANCY BETWEEN THE ENGLISH AND THE FRENCH VERSION OF THESE TERMS, THE FRENCH VERSION PREVAILS.
Labtoo provides an online platform that can be used by "Service Providers" providing "Services" and by "Customers" requiring these "Services". The platform allows "Members" to interact directly with each other. The platform is accessible directly on the internet at www.labtoo.com (hereinafter together the "Labtoo Site" or the "Site").
The present terms and conditions of use of the Labtoo Site are concluded between you and Labtoo, as soon as you use the Site. Use of the Site is intended for use in Europe, the United Kingdom and Switzerland (for Service Providers), and worldwide (for Customers). Use outside these countries is not guaranteed and Labtoo support will not be guaranteed.
The terms "Labtoo", "we", "us" and "our" refer in this document to Labtoo SAS, a French Société par Action Simplifiée registered in the Paris Trade and Companies Register under number 833 294 572, whose registered office is located at 18 rue Saint-Saëns, 75015 Paris (France). Labtoo may offer payment services in connection with the Site. The payment services provided by Labtoo are subject to the Payment Conditions below (Section "Booking and Financial Conditions").
"Service" refers to any "Experimental Service", any "Analytical Expertise", any "Consulting Expertise" and any ability to transfer "Biological and Chemical Material", accessible from the Site.
"Experimental Service" refers to a service requiring one or more stages of experimentation.
"Analytical Expertise" refers to a service for the analysis of Performance Results.
"Consulting Expertise" refers to any service of advice, writing, studies and assistance.
"Biological and Chemical Material" refers to any sample of biological and/or chemical origin, and any container that has been in contact with a sample of biological origin.
" Labtoo Content " refers to any Content that Labtoo offers on its Site, in its advertising and information campaigns, in its official social media channels, including any Content obtained under license from a third party, with the exception of Member Content.
"Total Content" refers to the Members' Content and Labtoo's Content.
"Content" refers to any text, graphics, images, audio, video, information or other elements.
"Service Request Period" means the period beginning when a "Client" makes a Service Request on the Site and during which a "Service Provider" must indicate via the Site whether or not it agrees to provide the Service.
"Service Performance Period" means the period specified by the Service Provider to perform the Service following acceptance of a request by a Client.
"Pre-existing Knowledge" means any data, know-how or information, regardless of form or nature, whether tangible or intangible, including rights such as intellectual property rights, which is respectively held by a Service Provider and/or a Client prior to the performance of a particular Service and which is necessary to perform the Service and/or exploit the Results of the Service.
"Result" means the deliverables of the Benefit, which may be in the form of information obtained as a result of a Benefit or analysis (text, images, graphics, data tables, reports, etc.) and/or in the form of biological and/or chemical material (molecules, cells, etc.).
"Client" means a Member who requests or has requested a Service from a Service Provider via the Site. A Client may also be a Service Provider and offer its Services via the Site.
"Provider" means a Member who publishes one or more Services through the Site. A Service Provider can also be a Client and apply for a Service on the Site.
"Listing" means a listing for a Service created and published by a Service Provider through the Site.
"Member" refers to a person who creates a Labtoo account, including in particular Service Providers and Customers, as defined in the "Account Creation" section of this document.
"Member Content" refers to any Content that Members post, upload, publish, transmit, or include in their Listing(s), Service Request(s), Member profile, or any Labtoo advertising campaign, and which is made available on the Site.
"Service(s)" refers to all the services accessible from the Site, in particular the Services.
"Dashboard" refers to the personal area available to each Member on the Site and which allows him/her, in particular, to consult and modify his/her personal information and information concerning his/her laboratory/employer, to add one or more Services, to consult, accept or cancel a Service request, to credit his/her Labtoo account with pre-credits.
TERMS OF SERVICE
Use of the Site means that you agree to comply with and be bound by the provisions of these Terms of Service (the "Terms") whether or not you use the Services. These Terms govern your access to and use of the Site and Total Content. They constitute a binding agreement between you and Labtoo (hereinafter the "Contract"). The present Terms of Services prevail over the general terms and conditions of sale or purchase of Members, as the case may be, in the context of the use of the Service.
The Site is an online platform on which Service Providers can select Services that they wish to make available to Customers and on which Customers can contact a Service Provider in order to book a Service directly with a Service Provider. You understand and accept that Labtoo is not a party to any agreement between the Service Providers and the Customers, and that Labtoo is neither an experimental service contract provider nor a laboratory. Labtoo has no control over the behavior of the Service Providers, Customers and other users of the Site, or over the execution of a request for Service, and Labtoo excludes all liability in this respect to the extent permitted by law.
If you decide to offer one or more Services on Labtoo, you understand and accept that your relationship with Labtoo is limited to being a Member and an independent third party co-contractor and not an employee, agent, joint contractor or partner of Labtoo for any reason whatsoever, and you act exclusively in your own name and/or for the benefit of your company or administration, and not in the name or for the benefit of Labtoo. Labtoo does not control, and has no right to control, your ads, your offline activities associated with your listing, or any other matter related to any listing you post. As a Member, you agree not to do anything to create the false impression that you are supported by, in partnership with, or acting on behalf or for the benefit of Labtoo.
Members may enter into one or more additional contracts as part of an order for a Service without Labtoo being either co-signatory or informed, and which shall prevail over the present terms. Only the following types of contracts can be defined here: material transfer contract, intellectual property management contract, results publication agreement, confidentiality agreement.
Labtoo reserves the possibility of setting up an additional contract with a Member, called "Specific Terms of Service", notably concerning the operation and use of the Site, Payments, Fees, and Invoicing and any other term, and which will prevail over these present terms of service.
Finally, Members may conclude the service contract directly according to the terms negotiated between them without Labtoo being a co-signatory. In this case, Labtoo must be explicitly informed and the terms of the service contract shall prevail over the terms of these terms of service. In this case, Labtoo must be explicitly informed, and the terms of the service contract shall prevail over the terms of these terms of service. The commitments concerning the confidentiality of exchanges as described in these terms of service apply, as well as the Booking Fees which are calculated on the basis of the amount of the service contract issued by the service provider, as defined in the section "Reservations and financial conditions".
Labtoo has the right to modify the Site or the present Terms at any time and without preliminary notification, at its sole discretion.
If Labtoo makes changes to these Terms, including Booking Fees, the amended Terms will be published on the Site and you will be notified of the change by email. The modified Terms will bear the date of the last modification. In the absence of a communication from you informing us of your rejection of the amended Terms within thirty (30) days of the email notification, your continued access or use of the Site will constitute acceptance of the amended Terms. You will be informed of your right of refusal in the email notification. If you do not accept the amended Terms, either party may terminate the contract with immediate effect, after which you will no longer be able to use the Site.
In the event that one or more Services are in progress at the time of a modification of the Conditions, the Conditions accepted by the Members at the time of the order continue to apply, and Members who do not accept the new conditions must notify Labtoo of their refusal of the modified conditions within thirty (30) days following notification by e-mail. If you do not accept the modified Terms and have any outstanding Services as a Service Provider and/or Customer, either party may terminate the contract with immediate effect after the completion of any outstanding Services.
The Site and Services are intended only for persons 18 years of age or older.
Using the Site and Services
The Site may be used by Members to publish and consult Listings and to interact directly with each other within the Services. The said Services are the subject of Listings published through the Site, through the Service registration process. You can partially view the Listings even if you are not registered on the Site; however, to contact a Service Provider and apply for a Service you must first create a Labtoo account as defined below.
Labtoo provides an online platform that can be used by Service Providers offering Services and Customers in need of Services; Labtoo allows you to precisely publish these Services, to make a Service request, and allows Members to interact directly with each other. Labtoo does not own or manage the Services of the Providers and does not sell or resell Services. Unless expressly indicated otherwise on the Site, Labtoo's role is limited to facilitating access to the Site and the Services.
Labtoo cannot and does not control the content of the Listings nor the condition, legality or adaptability to any type of expertise of the Services. Labtoo excludes all responsibility for the Listings and Content of Members. Consequently, the Service Providers will accept requests at their own risk, and Clients will make their reservations at their own risk.
Creating an Account
To be able to access certain features of the Site, you must register and therefore create an account (in particular, by clicking on "Register" on the Site). You can register in the manner described in this article.
Your Labtoo account and the profile page of your Labtoo account are created for your use of the Site and in order for you to benefit from the Services. You may not have more than one (1) active Labtoo account. You agree to provide accurate, current and complete information during the registration process and to update such information to maintain its accuracy, relevance and completeness.
The personal data of each Member can be consulted and modified in the "profile" section of the personal dashboard of that Member.
Labtoo reserves the right to suspend or terminate your Labtoo account and your access to the Site and Services if you create more than one (1) account or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, obsolete or incomplete, or in any way violates these Terms of Service.
As part of the validation of Members' profiles, Labtoo asks you to fill in an identity document in the user dashboard via a secure link. This validation is required for Service Providers in order to finalize any Service, and for Customers when a Request (or an addition of requests over a year) exceeds 2000€ of Total Fees, when both Members wish to use the online payment tool, as described in the section "Reservations and financial conditions".
If applicable, Labtoo also asks you to enter information about the laboratory/employer to which you are affiliated or employed when you register. You undertake to provide accurate, up-to-date and complete information during the registration process and to update said information in order to maintain its accuracy, relevance and completeness. You may change the information concerning your laboratory/employer if the situation changes. You and Labtoo Members employed or affiliated in the same laboratory/employer are independently responsible for updating the information to maintain its accuracy, relevance and completeness.
The information concerning the laboratory/employer of each Member concerned can be consulted and modified in the "profile" section of its Dashboard.
Legal representation and bank account
Labtoo gives Members the possibility to fill in a bank account in the "Bank details" section in the Member profile. This information is mandatory if the Member wishes to offer his Services and become a Service Provider, and to benefit from payment via the online payment tool made available by Labtoo.
The bank details provided must be those of the laboratory and/or the legal structure to which the Member belongs, and may under no circumstances be those of a personal account. This is the reason why Labtoo asks at the time of your registration to provide a certain amount of information concerning the legal representative of your laboratory or company. This request for information is part of the good practice of Know Your Customer (KYC) compliance and is required by the bank payment provider (i.e. MangoPay). No use of this data other than transmission to MangoPay is made by Labtoo.
This data will enable the Provider to transfer the funds received as payment of the "Scientific Service Fees" following the execution of the Experiment as described in the section "Booking and Financial Conditions".
Incorrect information in this section of the Profile may result in the immediate exclusion of the Member, and Labtoo reserves the right to contact the legal representative of the laboratory and/or the legal structure of the Member.
For any question concerning the legal representative of your structure or the bank details to be provided, in particular if you are affiliated to the public administration, please contact us by e-mail at firstname.lastname@example.org.
You are responsible for protecting your password. You agree not to disclose your password to any third party and you will be responsible for all activities or actions that occur under your account. You will immediately notify Labtoo of any unauthorized use of your Labtoo account. You can reset your password on the login page, and change your password in your Profile.
The information provided when creating an account can be viewed and modified at any time by logging into your Labtoo account and visiting the Profile page in your Dashboard.
As a Member, you can list services. To post a listing, you will need to select the Service you wish to offer on https://www.labtoo.com/en/listing/new, answer a number of questions to define the scope of the Service, including, in particular, the various experimental conditions offered and/or Biological Materials available, the Period of the Service, the acceptance of the deliverables that the Service Provider accepts to provide to the Client, the place of performance, and any other information that contributes to the definition of the Service.
In order to appear in the Listings published on the Site, the Service Provider must have filled in the information concerning the laboratory (including name and address). The Listings will be made public via the Site and the Services. You understand and agree that the order or ranking of the Listings in search results may depend on many factors including, but not limited to, the need defined by the Customer, previously obtained ratings, and/or geolocation.
When a Service Listing is not present or does not completely represent the skills to be offered, the Service Provider may ask Labtoo to make one or more additions and/or modifications, by sending an email to email@example.com. Labtoo will make the addition and/or modifications at its sole discretion. No fees will be charged to the Service Provider for the addition or modification of a listing on Labtoo.
The Service Provider agrees to be contacted directly by Labtoo in order to ask questions about the Services it offers. This may include, in particular, questions about current certifications and the Service activity proposed by the Provider.
The Service Provider offers the prices of the Scientific Service.
An estimate of the minimum amount for any listing is displayed by Labtoo on the Provider's search results pages. This amount depends on numerous criteria including the experimental or analytical time, the level of complexity of the skill, the experimental and/or analytical cost, and/or the hourly cost of the Service Provider. Service Providers may propose to Labtoo a new minimum fee for a Service added to their account by sending an email to firstname.lastname@example.org.
After adding one or more Services in your Dashboard, Customers will be able to select your Listing via the Site according to the information mentioned in your Listing, your requirements concerning the Customer as indicated by you when publishing the Listing, and the Customer search preference parameters, by making a request. The Client may contact you in order to discuss his request using the integrated messaging system. You can also ask the Labtoo team to set up a conference call, by contacting Labtoo by phone, email, or via the online contact form. You will also be able to provide a quote to the customer via the website, by contacting the Labtoo team in a similar way.
You acknowledge and agree that you are solely responsible for all Service Listings and any Content that you publish. Accordingly, you represent and guaranty that any Listing you post, any Request for Service to a Service Provider that you make, and/or any execution you perform of a Request for Service does not violate any agreement you may have entered into with a third party and will comply with all applicable laws, tax obligations, rules and regulations that may apply, and will not violate the rights of third parties.
Labtoo excludes any guarantee and liability concerning the Service Provider's respect of all third-party rights (in particular all intellectual property rights), all agreements or obligations entered into with third parties, and all applicable laws, rules and regulations. Labtoo reserves the right to deactivate any Listing, at any time and without notice, for any reason whatsoever.
If you are a Service Provider, you understand and accept that Labtoo does not act as an agent on your behalf. If a Customer requests a Service from you and receives it, any agreement between you and the Customer is binding only on you and the Customer, as Labtoo is not a party to it.
You acknowledge and agree to be solely responsible as the Service Provider for your own acts and omissions.
Absence of approval
Labtoo does not guaranty any Member, any Listing or any request. The present Terms and Conditions stipulate that Members must provide accurate and up-to-date information. Labtoo does not make any declaration concerning the Members, their identity or their background.
TERMS OF PAYMENT
Reservations and Financial Conditions
"Scientific Service Fees" means the amounts due and payable by a Client to a Provider in respect of a Benefit.
"Booking Fees" means the fees that Labtoo charges a Client for the use of its Services, calculated as a percentage of the Service Amount applied when ordering a Service. The Booking Fees will be communicated to the Client when the Service Provider receives the reservation request.
"Total Fees" means collectively the Service Amount and the Booking Fee, plus all Taxes.
"Online payment tool" refers to the payment method made available to Members by Labtoo for the management of Total Fee payments.
Reservations and financial conditions for Clients
A Client may order a Service using the Site. The Client will choose the type of Service from the selection proposed on the Site, and will be able to answer the questions that will be asked by the Site during the order process to define its needs. The questions asked allow the "matching" algorithm to refine the Service Provider's proposals as well as possible.
The Customer selects the Service Provider(s) with whom he wishes to exchange, and can send them a message via the messaging tool.
The Service Provider can provide a commercial proposal via the website or the Labtoo team.
The Site informs the Client when the order is finalized of the information and/or initial biological and/or chemical material that the Service Provider is entitled to request from the Client in order to carry out the Service. These elements may be specified by the Service Provider, in the study proposal and/or via the messaging tool.
Use of the online payment tool
The Service Provider's commercial proposal, and in particular the Booking Fees are added to the Site.
The Client then has access to the Total Fees composed of the Booking Fees plus the Amount of the Service and any applicable taxes, and must make a pre-authorization of payment to place the order.
The Client will be offered two ways to proceed with this pre-authorization of payment: via a third-party payment platform, or via the use of its Labtoo pre-credits.
Payment by credit card
The Customer will be able to pay the Total Fees using a third-party payment partner, MangoPay. MangoPay allows payment for the order using a credit card.
Labtoo does not keep the banking information used for any payment and cannot be held responsible for any loss of banking information.
Payment by pre-credits
Customers can use their Labtoo credits when the order is finalized. These credits can come from the transfer of funds following an order for a Service to which the Member has responded as a Service Provider, or from one or more transfers of funds via the Members' Area as described below.
As a Customer, you agree to pay the Total Fees for any requested and confirmed Service reservation linked to your Labtoo account.
Upon validation of the Service request, Labtoo will be able to engage a prior authorization and/or debit the Customer's payment method via the third-party payment platform (i.e. MangoPay) in accordance with the "Terms of Payment of Total Fees by the Customer" or use its Labtoo credits.
The Service Request is subject to confirmation or rejection by the Service Provider. Refusal will result in automatic and immediate cancellation of the Customer's prior authorization or debit of the Customer's payment method.
If you, as a Client, choose to make a Request to a Service Provider using the Site, you enter into a contract directly with the Service Provider and accept the terms, conditions, rules and associated restrictions imposed by the Service Provider. You accept and understand that you, and not Labtoo, will be bound by the obligations set out in the said contract. Labtoo disclaims any liability related to or arising from these contracts.
Transfer of credits to the Labtoo pre-credited account
Members have the possibility to credit their Labtoo account with pre-credits. To do this, Members can go to their Dashboard, choose the tab "my credits" then the option "Credit my balance".
After choosing the amount to be credited, Labtoo will provide bank details and a code to be indicated during the bank transfer, which will allow the quick transfer of credits to the Member's Labtoo account from a bank account. The platform also allows the addition of pre-credits using a credit card.
The MangoPay banking platform intervenes in this transfer of funds as a banking intermediary; Labtoo does not have any information concerning the bank account used for the transfer of pre-credits. Labtoo does not hold the funds credited on Labtoo accounts and does not have the use of them; MangoPay sequesters these funds on behalf of the Member exclusively and makes them available for their use on Labtoo.
Offline Payment Options
In the event that you, as a Customer, wish to pay the Service Provider directly, you must request this via the contact form at email@example.com or from your Labtoo sales representative, if applicable.
Searching for a Service Provider on Labtoo will engage you. As a Member, you undertake to notify Labtoo of any service contract initiated by this search, in order to pay the Booking Fees.
Two payment options can be presented to you:
-A unique quotation will be presented to you by Labtoo, including the study and the Labtoo support. The amount of the total fees is indicated, as well as the terms of payment.
-Two quotations are presented: a quotation for the required study, presented by the Service Provider via Labtoo, which includes the amount of the service and for which the terms of payment are indicated; a quotation for Labtoo Service, presented by Labtoo, which includes the Booking Fee, and for which the terms of payment are indicated. Acceptance of one of the two quotations commits you to accept the other quotation.
Reservations and financial conditions for Providers
If you are a Service Provider and a Client contacts you for a Service Request via the Site, you will be required to either confirm or decline the booking request during the Service Request Period. To make the decision to confirm or decline a request, Labtoo will send you the first and last name of the Client, a link to the profile page of the Client's Labtoo account, a summary of the Client's request, and any additional information about the request that the Client may have added.
If you refuse the Service Request or do not confirm during the Service Request Period, the booking request is cancelled and, where applicable, any amounts collected by Labtoo for the booking will be refunded to the Client.
Each Service Provider agrees that Labtoo may allow the Client to cancel the booking and refund the Client for all or part of the amounts paid as specified in the applicable cancellation policy (see "Cancellations and Refunds").
The Service Providers, and not Labtoo, are solely responsible for the execution of the Service Request.
You will receive a confirmation by email once the Request process is complete.
Booking and other Fees
In exchange for the use of the Services, Labtoo applies a Reservation Fee. In the event that the Customer chooses to pay online, the third-party payment platform (i.e.: MangoPay) collects these Booking Fees in accordance with these Terms of Payment, and if applicable, the Total Fees. The Scientific Service Fees will be credited to the Provider's account as described in the Terms and Conditions for Transfer of the Scientific Service Fees.
Unless otherwise stated, the Booking Fee is non-refundable.
The Booking Fee is calculated on the basis of a percentage of the Scientific Service Fees set at 15%. This percentage may change and will be notified to you at the time you place your order or in a quotation presented by Labtoo.
Terms and Conditions for Transferring the Amount of the Service via the online payment tool
The Amount of the Service is credited to the Service Provider's Labtoo account at the end of the Service Performance Period plus one week, unless the Client requests a postponement.
The Client may request a postponement if he has not received the Result by the end of the Performance Period indicated by the Service Provider plus one (1) week. The deferral is for one (1) week and can be activated twice (2). The third time, the Scientific Service Fees is automatically credited to the Provider's Labtoo account.
Once paid into the Provider's Labtoo Account, the funds can be used in two ways:
-The funds can be retained for future use. In this case, the available balance can be viewed in the "My Credits" tab in the Members Area. The funds can be used when ordering a Service at a later date (as a Client).
-The funds can be transferred to the bank account of the laboratory and/or the legal structure indicated in the Member's profile. The transfer of funds to the bank account can be made directly in the "My Credits" section of the Member's profile.
Cancellations and Refunds
Cancellation request during the "Benefit Request Period".
The Client may cancel a request during the "Service Request Period" and prior to confirmation by the Service Provider, directly in its Dashboard. No fee will be charged.
Cancellation request during the "Performance Period".
Following confirmation from the Service Provider of a request for Service, the Client may make a cancellation request directly to the Service Provider, who may accept or reject the cancellation request. A partial refund may also be considered.
If the Client and the Service Provider cannot agree on a refund, a dispute may be opened at the end of the Performance Period.
The Booking Fee is not refundable.
Request for refund after the Performance Period: opening of a dispute.
When using the online payment tool for the payment of the order, the Client will receive an email at the end of the Performance Period asking if he has received the Result of the Performance, or if he wishes to postpone the finalization of the order. The Client will be given the opportunity to postpone the finalization a second time, following which the Client may initiate a dispute. The dispute must be opened within one month after the receipt of the second email concerning the finalization of the order and containing the possibility of postponing the payment by one week. Any dispute opened after these deadlines will not give access to compensation.
Litigation can only be opened in the following cases:
-Failure to return the Result of the Service after the deadlines despite two reminders from the Client to postpone payment (via the emails sent by Labtoo at the end of the Performance Period of the Service), and on condition that the Client has provided 1. the information necessary for the performance of the Service if applicable and/or 2. the initial biological and/or chemical material if applicable, within deadlines that do not affect the performance of the Service as a whole.
-Result of the Service that clearly does not meet the Client's request for the Service and the research preference parameters expressed by the Client in its request (i.e. poor cell line, failure to verify the Result despite the specification at the time of the order, etc.), within the intrinsic limit of the Life Sciences as described in the "Ethics, Deontology, Intellectual Property" section of this document.
We invite you to have regular communications with the Service Provider or the Client (as the case may be) throughout the Claim Period and the Performance Period. Members are encouraged to resolve any disputes directly with the Service Provider or Client (as applicable).
In the event of a resolution between the parties, Labtoo will then apply the decision of the Members.
In the event that a dispute cannot be resolved between the two parties, and two weeks after the opening of the dispute, Labtoo shall propose to the Client to appoint a mediator to resolve the dispute.
Following the opening of a dispute by a Customer, Labtoo undertakes to reimburse the Customer in full or in part the amount paid to the Service Provider via the Site, in the case of a dispute referred and settled in favor of the Customer, as soon as the mediation has made it possible to determine the responsibility of one and/or the other party(ies) in the occurrence of the dispute and its resolution. For example, it is possible that Labtoo will not proceed to a full refund, but only a partial refund, if the Client's responsibility in the dispute is proven.
The Members agree to cooperate with Labtoo and the mediator in the mediation by providing any information in good faith that will enable the validity of the claim that is the subject of the dispute to be established. Mediations can only take place with the cooperation of the Members, and the Mediator may ask the Members to take reasonable measures. Time limits for mediation shall be indicated following a request for mediation by a Member.
THIS PARAGRAPH DOES NOT CONSTITUTE A CONTRACT OF INSURANCE, DOES NOT IN ANY WAY REPLACE A CONTRACT OF INSURANCE, AND DOES NOT IN ANY WAY OBLIGE LABTOO TO PROCEED TO THE REIMBURSEMENT OF FUNDS IN THE EVENT OF A DISPUTE. LABTOO OFFERS REIMBURSEMENT AT ITS SOLE DISCRETION AS PART OF A BENEFIT FOR THE USE OF ITS SERVICES.
Taxes must be paid according to the legislation in force.
VAT is applied at a fixed rate of 20%. It is the responsibility of Members to request reimbursement of taxes from the competent authorities, where applicable.
Income from the Services may be subject to taxation. As the Provider, you understand that only you should be aware of the applicable tax reporting requirements and the taxes that should be included. We invite you to contact your accounting or tax department or your accountant.
Payments of the Total Fees on Labtoo are made in Euros. The release of funds held by MangoPay during the term of the Benefit is in Euros.
MangoPay allows payment of the Total Fee in another currency using the exchange rate on the day of payment.
Labtoo provides Members with the invoice corresponding to the Booking Fees for the Client: in the user dashboard when paying online, or by email following the acceptance of a quote.
The Service Amount is invoiced directly by the Service Provider to the Client, in accordance with the provisions of article L.441-3 of the French Commercial Code, except in the case where Labtoo has received written authorization from the Service Provider to invoice on its behalf.
Rating and comments from the Service Providers and Customers
Labtoo is based on a system of ratings and comments between Members in order to allow the best exchanges between Providers and Customers, and to ensure the best quality of Services.
This system allows Customers to choose a Service Provider with full knowledge of the facts, and constitutes an element of information enabling the Service Provider to accept (or not) a request under the same conditions.
Thus, at the end of the Service, the Client is asked to give the Service Provider an overall mark out of five (five being the best possible mark, one being the worst), notably on the quality of the Result received, on compliance with deadlines, and on communication. The Client is then given the opportunity to qualify its assessment with a comment.
The Service Provider is also invited to give the Client an overall mark out of five (five being the best possible mark, one being the lowest), in particular on the quality of the samples (if applicable), on the information provided and on its communication. The Client is also given the opportunity to qualify its assessment with a comment.
These ratings and comments will be associated with the Member; it is therefore important to be accurate and courteous, and to refrain from any disparaging, defamatory, insulting, offensive, discriminatory or threatening remarks. In the event of a conflict or inappropriate conduct, you may report it by contacting our team directly at: firstname.lastname@example.org.
In the context of their use of the Labtoo, Members may be offered additional services, which may take the following forms: scientific support, assistance with contracting, promotion of the Services, recommendations from Members, creation of content specific to a Member, publications on social networks, etc.
The sale of additional services will be made within the framework of a specific sales contract, independently of these Terms of Service. The specific sales contract for the additional services will take precedence over these Terms of Service, where applicable.
Confidentiality, Ethics & Deontology
Members undertake to keep the work and results of a Benefit confidential under the conditions set out below:
- The Service Provider waives its right to publicly communicate the work and results resulting from a Service for an indefinite period of time, unless the Client's written authorization is obtained. The activity report that the Service Provider may be required to provide to its parent organization as part of its duties is not taken into account.
- The Client has the intellectual property of the results as stipulated in the "Intellectual Property" section of this document. He may therefore exercise his right to publicly communicate the results without prior authorization from the Service Provider.
- However, the Client has six (6) months to submit to the Service Provider any public presentation or publication of work carried out or results obtained in order to verify that the public presentation or publication does not contain any confidential information and/or results of the Service that may be subject to protection under industrial property law. The requested Service Provider shall have thirty (30) days from receipt of the draft publication or presentation to make its comments. After this period, the Client may proceed with the planned publication or presentation.
Members undertake to keep confidential any information of any nature that they may have gathered during contacts with the other Member's services. They undertake to have the same commitment made by their employees.
However, information shall not be regarded as confidential if :
- it is in the public domain at the date of its communication or which is placed in the public domain by a third party in good faith; or
- it would already be known to the Party receiving them on the date of entry into force of this contract; or
- it would subsequently be received from a third party entitled to dispose of it.
It is specified that in the last two cases, the proof that the information is not confidential is the responsibility of the Member receiving it. This obligation of confidentiality shall remain in force for the duration of the service and five (5) years after its expiry or termination.
Conduct of Members
You understand that you are solely responsible for complying with the laws, rules and tax obligations arising from your use of the Site.
By using the Site, you agree not to :
-damage the brand image and reputation of Labtoo by any means whatsoever,
-use the Site and/or the information available on the Site in a manner not permitted by these Terms,
-harassing or intending to harm any other Member, including through the use of inappropriate, defamatory, derogatory, abusive, offensive, discriminatory or threatening comments, disruptive behavior, or incitement to hatred and/or violence,
-attempt to circumvent the means of identification of Members,
-use tools to extract any part of the Total Content,
-open a Labtoo account to anyone other than yourself,
-make or accept payment of the Scientific Service Fees other than through the Site. If you make or accept any payment other than through the Site, you acknowledge that you accept all risks and liabilities relating to such payment.
-infringing any applicable law.
The Content of the Members, and in particular the information and image of the profile, the comments given at the end of the order, and where appropriate, the description of the skills must not mislead other Members, be disparaging, defamatory, abusive, offensive, discriminatory or threatening.
Labtoo cannot exist without its Members. As a Member, you have a great responsibility, and we thank you for this.
In the context of the publication of Results obtained via the Site (either directly or indirectly) in a scientific article, the entire Labtoo team would be infinitely grateful if you would mention our name "Labtoo" in the acknowledgement section of the article.
Ethics and conditions for obtaining Results
The Site is intended for all Clients, engineers, technicians, students, biologists, doctors, pharmacists and other persons with experimental or analytical skills, or with a need for Service.
Research may be subject to local regulations and/or codes of ethics and deontology, which the Member undertakes to respect. Labtoo cannot be held liable for any failure to comply with these local regulations and/or codes of ethics and professional conduct in the context of exchanges between the Service Provider and the Client, and more generally in respect of the use made of the Site by Members.
Labtoo invites Customers in France to refer to the "Charte Nationale de Déontologie des Métiers de la Recherche" of 26 January 2015 by clicking on this link.
In the case of Experimental Services and Analytical Expertise: Best efforts to obtain the Result
In the case of Experimental Services and Analytical Expertise, the obtaining of the Result is subject to a certain number of hazards specific to Services using biological and/or chemical materials, and which may more or less affect the Result depending on the quality of the samples used for the Service and/or the knowledge of the experimental environment (which may be incumbent on the Client), and/or the experimental or analytical process (which may be incumbent on the Provider).
As part of the Services offered on the Labtoo, the Service Provider undertakes to implement all the means at its disposal to obtain the Result, however it is possible that all or part of the Result cannot be obtained under the defined experimental conditions. The Client understands and accepts that the Service Provider may not necessarily obtain all but only part of the Result for a Service. Labtoo asks the Service Provider to communicate well with the Client if they are faced with contingencies that may prevent the full Result from being obtained, or to implement key steps of the Service in the quote.
In the case of Biological and/or Chemical Material Transfer
In the case of the transfer of biological and/or chemical material, the Service Provider accepts to provide the deliverables of the requested service when it confirms the request.
In the case of "Consultancy" missions
The Consulting Expertise may require the justification of the time spent on the Delivery.
Labtoo does not provide a time management tool, and considers that Consulting Expertise Service Providers will be able to justify the time spent and invoiced to the Client, if they work at an hourly or daily rate. For any information request, you can contact us directly at email@example.com.
Use of Personal Data and Member Content
Labtoo complies with European laws regarding collection, protection and treatment of personal data, including the legislation UE 2016/679 adopted on 27th April 2016, called General Data Protection Regulation (GDPR) and the French law 76-18 voted on January 6 1978 called “Informatique et libertés” and all legislations that would modify those (described below: “Applicable Regulation”).
During the registration on the platform and when adding a Scientific Service to the Listing, Members are asked to provide personal and confidential information (including bank account information) that will allow them to use the Service. No “sensitive” data in regards to the Applicable Regulation will be collected.
The comments provided by users at different times of the usage of the Site must follow presented in the section “Behavior of Members” above. Any kind of denigrating, defaming, insulting, offensive, discriminating or threatening can be erased by the Site administrators.
The personal data collected will be used exclusively by Labtoo, and might be used (i) for a proper operation of the Service, (ii) to answer requests formulated by Members, (iii) to manage the Site and operational functions and/or (iiii) to improve the Service according to the feedback and expectations expressed by Members.
Processes in place to execute the Service proposed on the Site can be:
• Necessary for the execution of the contract binding Labtoo with a given Member: it includes the process of account creation and its maintenance, the Services;
• Based on the legitimate interests of Labtoo (including its economic interest): it includes the processes necessary to the site management and its operational functions (including logistics), technical problem solving, improvement and development of new functionalities according to the usage and requests of the Members, statistical treatments. In fact, these processes participate to the improvement of Labtoo services and are beneficial to both Labtoo and its Members without affecting the interests, rights and fundamental liberties of the Members;
• Based on the respect of legal obligations: it includes for instance the processes put in place for the payment of Services, some of the data collected in this context being necessary to comply with the KYC (Know Your Customer) regulation
Data collected will not be sold or transferred to third-parties for instance for commercial prospection. Labtoo might grant an access to personnel data of its Members to third-party service providers, to execute services related to the Site, including hosting, storage, maintenance, and payment as described in this document.
These third-party service providers only act upon Labtoo’s instructions and will only have access to personal information when necessary to execute the Service and follow the same regulation and obligations regarding data privacy and security than Labtoo.
Moreover, because of the intrinsic nature of the Service, Labtoo gives access to some of the personal data of the Members (i.e. profile description, expertise description, etc.) to other members during the Scientific Service reservation process. By using the Site, you are informed that some personal data might be accessible to other Members, as described in this document.
Personal data collected by Labtoo are stored on servers based in the European Union.
Labtoo keeps the personal data of the Members for the duration of activation of the Labtoo account. Upon cancellation of the contract or upon request by the Member, Labtoo will erase all personal data provided by the Members, except any data necessary to fulfil its legal or contractual obligations, for instance on the accounting level. Data will be erased within applicable prescription delay.
Labtoo commits to putting in place processes to secure personal data of the Members, including to avoid non-authorized access to this data.
In compliance with the Applicable Regulation, the Members have the right to access, modify, rectify or suppress his personal data. He may ask for the rectification, completion, clarification, update, or removal of his personal data in case it is inaccurate, incomplete, ambiguous, or outdated, or can perform the modification directly in his Dashboard. All Members can also, for legitimate reasons, use the right to limit the usage of his personal data for statistical treatments.
Members can provide instructions to Labtoo regarding the usage of his personal data after his death.
Members have the right to transfer its personal data, and thus the right to receive all his personal data in a structured format that can be easily read by a computer and that can be transferred to another service provider.
Demands regarding personal data can be sent directly to the email address firstname.lastname@example.org or by mail at Labtoo, 18, rue Saint-Saëns, 75015 Paris, France.
Finally, Members can make a complaint directly to the relevant authority for the protection of personal data (in France, CNIL), however Members are invited to contact Labtoo before doing so.
The Pre-existing Knowledge is and remains the property of the Service Provider or the Client who holds it prior to the performance of the Service. Prior to the performance of any Service, the Service Providers and Clients involved are encouraged to identify and share their respective Background Knowledge with each other.
In particular, transfers of biological and/or chemical materials may give rise to a Material Transfer Agreement. The presence of such a contract must be stipulated by the Service Provider in its Listing.
Unless otherwise agreed between the Client and the Service Provider, the Service Provider acknowledges and agrees, upon accepting a Request for Service, that the Client is responsible for the transfer of the Material:
(i) that the Client accesses the Service Provider's Pre-existing Knowledge necessary to perform the contemplated Service and/or exploit the Results;
(ii) that all tangible and intangible rights in the Results belong to the Client. In particular, if the Result is likely to constitute a patentable invention or a work protectable by copyright, the Service Provider acknowledges and accepts that it belongs exclusively to the Client, who shall be the sole owner of all intellectual property rights relating thereto. Where applicable, the Service Provider undertakes to sign all powers of attorney and documents necessary for any procedure for filing a patent application.
Unless otherwise agreed between the Client and the Service Provider, as specified in an additional contract, the Service Provider retains all intellectual property rights in the process used for the Experimental Service and/or the Analytical Expertise, as the case may be. The Service Provider waives any and all intellectual property rights in the Result provided to the Client.
Labtoo may in no case claim any intellectual property rights on the Experimental and/or Analytical Expertise, on the Results, and/or on the information obtained in a subsequent use of the Biological and/or Chemical Material obtained via the Service.
The Site may contain links to third party websites, in particular via Members' content. You acknowledge that Labtoo is not responsible for the availability of these sites or for the content, products or services offered by these sites.
Feedback on the use of the Site
You are invited to send us your feedback, comments, recommendations regarding the use of the Site, the addition of new Services, comments on the available Services, questions, to the following address: email@example.com.
The Labtoo team thanks you for your contribution!
At the initiative of the Member
You may terminate this Agreement at any time by making a request to terminate your account at firstname.lastname@example.org.
Effect on current orders
If you terminate the Agreement as the Service Provider, and you have outstanding orders, all orders will be cancelled, and Customers will receive a refund of the Total Fees.
If you terminate the Agreement as a Customer, and you have orders in progress, the orders will be fulfilled, and Labtoo will only refund the order to the Customer in accordance with the cancellation conditions specified above (see "Cancellations and Refunds").
At the initiative of Labtoo
Labtoo reserves the right to terminate this Agreement at any time for convenience by giving two (2) month notice by e-mail to the registered address.
Labtoo may also terminate this Agreement immediately and without notice if you have substantially violated these Terms of Service, if you have provided inaccurate, fraudulent or incomplete information when opening the account, or if you do not comply with applicable laws or regulations.
Labtoo may proceed to send a prior notice and the possibility of resolving the problem before any account closure.
If Labtoo closes your account and if you have outstanding orders as a Service Provider or as a Customer, orders placed as a Customer will be fulfilled, and you will receive your Result, and orders received as a Service Provider will be fully refunded to Customers, and you will not be compensated. You will not be able to place new orders while your account is being closed.
As soon as his account is created, each Customer undertakes not to directly solicit any Service Provider who may have been identified following the use of the Site in order to enter into a contract other than through the Site, or without contacting the Labtoo team. In the event that the identification of one or more Service Providers would have been allowed by the use of the Site without the terms of the required Service corresponding exactly to the terms required by the Client, the Client undertakes to :
-Inform the Site administrators by using the contact form or by using the email address email@example.com so that Labtoo can modify the terms "online".
-Do not enter into contracts with the Service Providers identified otherwise than by the provisions set out in the "Reservations and Financial Conditions" section of this document.
This commitment is valid for the duration of the Contract and for a period of 1 year following the end of the Contract. Otherwise, any Customer who disregards this rule of use undertakes to pay Labtoo a fixed compensation of 1500 euros as compensatory damages for Labtoo. Labtoo also reserves the right to suspend or cancel the Customer's account if their commitments are not respected according to the procedure described in this document.
EXCLUSIONS OF LIABILITY AND WARRANTY
YOU CHOOSE TO USE THE LABTOO SITE, SERVICE AND/OR TOTAL CONTENT AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT LABTOO IS UNDER NO OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
LABTOO EXPRESSLY DISCLAIMS ALL WARRANTIES. LABTOO DOES NOT WARRANT THAT THE SITE, THE SERVICES, AND/OR THE TOTAL CONTENT, INCLUDING WITHOUT LIMITATION, ADVERTISEMENTS, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED BASIS, OR THAT THEY WILL BE ERROR-FREE. LABTOO MAKES NO WARRANTY AS TO THE QUALITY OF THE RESULT, NOR AS TO ITS USE IN ANY WAY WHATSOEVER, AS INDICATED HEREIN.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LABTOO OR THROUGH THE SITE, SERVICES AND/OR TOTAL CONTENT, CONSTITUTES A WARRANTY OTHER THAN THOSE EXPRESSLY STATED HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OF THE SITE. YOU UNDERSTAND THAT LABTOO WILL NOT ATTEMPT TO VERIFY ANY STATEMENTS MADE BY MEMBERS ON THE SITE AND THAT LABTOO SHALL NOT BE LIABLE FOR ANY SUCH STATEMENTS. LABTOO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONDUCT OF MEMBERS OF THE SITE.
YOU AGREE TO TAKE SAFETY PRECAUTIONS CONCERNING THE RESULTS, INCLUDING SAMPLES SENT BY CUSTOMERS OR SERVICE PROVIDERS, IN PARTICULAR BY USING DETAILED BIOLOGICAL MATERIAL TRANSFER SHEETS IF NECESSARY. LABTOO EXCLUDES ANY GUARANTEE OF BIOLOGICAL SAFETY BETWEEN MEMBERS AND CANNOT BE HELD RESPONSIBLE FOR THE LACK OF SECURITY ON THE PART OF MEMBERS IN HANDLING SAMPLES.
APPLICABLE LAW AND JURISDICTION
You agree that any dispute between you and Labtoo arising out of or in any way related to these Terms of Services, your use of the Site and/or the Services shall be governed by French law.
TO THIS EFFECT, TO THE EXTENT PERMITTED BY THE PROVISIONS OF ARTICLE 48 OF THE CODE OF CIVIL PROCEDURE, JURISDICTION IS ATTRIBUTED TO THE COMMERCIAL COURT OF PARIS.
This Agreement may not be assigned or transferred by a Member without the prior written consent of LABTOO. It may be freely assigned or transferred by LABTOO. It is concluded for an indefinite period until the termination of the Contract as described above.