The Ramaciotti Centre for Genomics (RCG) is a centre of the University of New South Wales (ABN 57 195 873 179). Use of the RCG services and consumables are governed by the following conditions:
In these terms:
- Institution means University, Company, Hospital, Government or other Entity.
- Client means the individual representing the Institution.
- Data means the data or other results generated by RCG from the analysis of the Samples.
- Quote means the document RCG provided to the Institution setting out the details of the Services and the pricing.
- Samples means the samples provided by the Institution to RCG the be analysed as part of the Services;
- Services means analysis and related services to be provided by RCG as indicated in the Submission Form and which is further described on the RCG website.
- Submission Form means the online document the Client completes and submits setting out the services required, sample details and other relevant information about the Client and their Institution.
- LIMS ID means laboratory information management system identifier.
1. Formation and Terms of Contract
When the Institution accepts the Quote a binding contract will be formed for the supply of the services specified in the Quote, consisting of in order of precedence if there is any inconsistency:
- these Standard Service Terms, and
- the terms of the Quote.
The Contract is the entire agreement between the Institution and RCG and supersedes any terms or conditions appearing on any purchase order or other documentation provided by the Institution.
RCG agrees to perform the Services for the Institution with due care and skill. If the Quote or any other document provided to the Institution in connection with the Services indicates a turnaround time for a Service, those turnaround times are on a ‘reasonable endeavours’ basis and not a binding commitment. RCG is not obliged to accept an order for a service and reserves the right to refuse any requests for Service at its discretion.
3. Samples, Protocols and Consumables
- The Institution must supply within 30 days of signing of any contract or agreement, or provision of a purchase order requesting Services, the quantity and/or the quality of Sample required for the Services as per the Quote. The Institution must notify RCG if any of the Samples require special handling or there are any known safety or health hazards applicable to the handling, storage, testing and transport of the Samples’. If the Institution fails to supply the required Sample within 30 days any contract, agreement, or purchase order will be invalid. A new Quote will be required in order to proceed.
- If Samples do not comply with RCG Sample submission guidelines. The Institution will either:
- Submit replacement Samples within 30 days as per clause 2(a). If Samples are provided in plates the entire plate must be resubmitted. RCG will not cherry pick Samples.
- Arrange for Samples to be returned and submit within 30 days as per clause 2(a). The Institution will arrange courier collection and liaise with the RCG on the scheduling of this collection. The RCG is not responsible for any courier fees incurred for sample return.
- Withdraw their submission. The Institution must pay RCG the costs of any consumables or other materials that have been ordered by RCG on their behalf in order to perform the Services outlined in the quote.
- If the Institution is unable to provide the quantity and/or the quality of Samples required for the Services within a 60 day period the RCG reserves the right to invoice for any consumables or other materials that have been ordered by RCG on their behalf in order to perform the Services outlined in the Quote.
- Resubmitted Samples must be labelled with a new unique LIMS ID. Samples will not be accepted or processed if they are labelled with a previous submission project ID.
- The Institution acknowledges and agrees that RCG is not responsible for the Data output from assays which deviate from recommended protocols if those deviations are requested by the Institution.
- The RCG does not guarantee the performance of samples that do not pass RCG quality or quantity specifications.
- The RCG does not guarantee run performance and/or output for client-prepared libraries. Client-prepared libraries will be sequenced at a concentration either recommend by Illumina/PacBio or based on previous experience with similar libraries. The Institution is responsible for ensuring that libraries contain the correct flow cell/SMRT cell adapter sequence and compatible indexes.
- The RCG does not guarantee the performance and/or output for user-prepared labelled material for array hybridisation. The Institution is responsible for ensuring that submitted material is of the correct nature, at the correct concentration, and sufficient amount for any hybridisation procedure.
- The RCG owns all intermediate and end products derived during the processing of Samples including libraries.
- The Institution acknowledges and agrees that RCG may discard all Samples submitted by the Institution for analysis if the Institution does not retrieve them or arrange for delivery before the storage period notified to the Institution by RCG expires. For the Sanger sequencing service Samples will be stored for 7 days after sequencing and data delivery. All other Samples and products generated from Samples will be stored by RCG for 30 days after project completion and data delivery.
- Any consumables sold or provided by the RCG to the Institution:
- must not be transferred to a third party without the prior written consent of the RCG;
- may have hazardous properties and the Institution must use the consumables with appropriate caution and safeguards since not all of their characteristics are known; and
- are sold or provided at the Institution’s own risk. RCG is not responsible for any loss, damage or expense (however caused) arising from the use, handling, storage or disposal of the consumables and/or Data, except to the extent caused by the negligence or willful misconduct of the RCG.
4. Intellectual Property
- Nothing in this clause affects any pre-existing intellectual property rights of a party including any that may subsist in the Samples.
- RCG will retain all intellectual property rights created or developed by RCG in the course of performing the Services.
5. Confidentiality and Privacy
Each party (Recipient):
- must keep the other party’s (Discloser) Confidential Information confidential
- may only use the Discloser’s Confidential Information for the purposes related to the Services;
- must not disclose the Discloser’s Confidential Information to a third party without the prior consent of the disclosing party except:
- to its officers, employees and individual contractors on a strictly need to know basis; or
- if required to do so by law or the rules of any stock exchange.
6. Research Only Restriction
The Institution represents and warrants that the Samples are submitted for the Services, and the use of the Data, is for research purposes only. The Institution must not use Data as part of any clinical or diagnostic testing or other non-research related purpose. If the Institution intends to use the Data for clinical or diagnostic testing, the Institution must obtain the appropriate regulatory accreditation.
7. Other Undertakings
The Institution represents and warrants:
- that it has all the necessary ethics and other approvals required to engage RCG to undertake the Services using the Samples and to use the Data.
- the research project to which the Samples relate is being conducted in accordance with the generally accepted standards for the conduct of that research;
- the Samples are either de-identified and do not contain any personal information or, if they do, the Institution has obtained all the necessary privacy consents and approvals for the Samples to be provided to RCG for the purposes of the Services;
- that the Services are being provided for the benefit of the Institution and the Data will only be used the purposes of the Institution’s research project. Unless RCG has provided its prior written consent, the Services must not be obtained by the Institution for the benefit of another person and the Data must not be sold or otherwise provide to a third party.
8. Data Retention
The Institution will be responsible for archiving and safely storing its Data. RCG will only store Data for three months after the handover of project Data to the Institution. Illumina NGS sequencing Data distributed via BaseSpace will, upon acceptance of ownership, immediately become the responsibility of the Institution. On transfer of ownership to the Institution within BaseSpace, the Centre will no longer have access to the Data via BaseSpace. If the Institution requires Data to be recovered from RCG storage a Data recovery fee will apply after the three month period has elapsed. The RCG will retain all project metadata i.e. protocol information, kit lot numbers etc. for a period of 2 years.
9. Fees and Other Expenses
- The Institution must pay RCG, the fees and other expenses specified in the Quote. The Institution must pay those fees and expenses within 30 days of receiving a tax invoice from RCG.
- Unless specified otherwise, all monetary amounts expressed in this agreement are exclusive of GST. Any amount of GST payable for a supply will be payable at the same time as the payment for the supply to which it relates.
- If the Institution fails to supply, within 30 days, the quantity and/or the quality of starting material required for the Services as per the Quote, the Institution must pay RCG the costs of any consumables or other materials that have been ordered by RCG on the Institution’s behalf in order to perform the Services.
- If the Institution fails to supply, within 30 days, the quantity and/or the quality of starting material required for the Services as per the quote, any contract, agreement purchase order or agreement will be invalid.
- If Samples fail quality control checks the Institution agrees to pay a fee for all Samples that fail these checks. Fees range from $15-$115 per Sample depending on service type. Please contact the Centre for clarification.
- RCG reserves the right to charge additional fees to correct non-compliant submissions.
- RCG reserves the right to review project costs if the sample number is reduced, increased or if the samples are provided in smaller batches than specified in the Quotation or Service Agreement.
- RCG is not responsible for any sample shipping or Australian Customs importation fees.
- RCG is not responsible for any overseas government taxes that may be incurred by the Institution.
10. Acknowledgement of RCG
Every Service performed at the RCG is subsided by Australian grant funding. Continuation of this funding requires the RCG to have a visible profile. On accepting our Standard Service Terms the Institution agrees to acknowledge the RCG as the service provider in any publication or presentation which relates to the services provided. In publications we would appreciate if the “Ramaciotti Centre for Genomics (UNSW Sydney, Australia)” was documented as the service provider in the materials and methods section of the publication.
11. Public Statements
RCG is part of UNSW Sydney. RCG does not endorse any Samples that it tests. The Institution must not use the name or logo of UNSW, RCG or the specific laboratory or facility that provided the Services in any marketing, advertising or other promotional material.
- Nothing in this Agreement is to be read as excluding, restricting or modifying any liability RCG may have under the application of any legislation where that liability cannot by law be excluded, restricted or modified.
- To the extent permitted by law, the liability of RCG for any claim arising directly or indirectly from a breach of any non-excludable term or condition implied by statute is limited, at the option of RCG, to one or more of the following: the supplying of the Services again; or the payment of the cost of having the Services supplied again.
- To the extent permitted by law, the Services are provided on an ‘as is’ basis and RCG excludes all warranties, express or implied, of merchantability, fitness for a particular purpose or non-infringement.
- limits its liability to the Institution for loss or damage of any kind whether arising in tort (including negligence), contract, statute, law, equity or under an indemnity, to the fees paid by the Institution under this agreement; and
- excludes any liability for consequential or indirect loss or damage, loss of profits, loss of Data (except to the extent that RCG is required and it is possible to repeat the conduct of an analysis if Data has been lost or damaged due to the negligence of RCG) or loss of business opportunity arising in connection with this agreement and the Services.
The Institution indemnifies RCG and its personnel for any loss, damage, cost, claims or expense suffered or incurred and arising out of or in connection with:
- a breach of this agreement by the Institution;
- a negligent or unlawful act or omission of the Institution or its personnel; and
- the use, handling, storage or disposal of any consumables and/or Data by the Institution.
- loss of samples due to inappropriate shipping conditions, shipping method, Australian Customs delays, incorrect delivery address or delivery outside the specified hours or on a public or university holidays.
- The Institution acknowledges that RCG may engage third parties to undertake parts of the Services including using the sequencing platforms owned by a third party and that RCG may be transferring the Samples to those third parties in order to provide the Services.
- This Agreement may only be varied in writing and signed by both parties.
- This Agreement is governed by the laws of New South Wales (NSW) Australia.
- The Institution must not assign its rights under this Agreement to any person without RCG’s prior written consent.
- The Institution acknowledges that testing by genomic analysis is a multi-day process. If a test report issuance is part of the agreed deliverables, a report will be issued stating the period of time that testing was conducted over rather than a specific test date. Test reports will include the result for each Sample as applicable and a summary of the overall project output.
15. Information Collection & Use
- While using our service, we may ask the Client to provide RCG with certain personally identifiable information that can be used to contact or identify the Client. Personally identifiable information may include, but is not limited to, the Client’s email address.
- RCG may use the Client’s personal information to contact the Client with newsletters, marketing or promotional material and other information that may be of interest to the Client. The Client may opt out of receiving any, or all, of these communications from the RCG by following the unsubscribe link or instructions provided in an email that the RCG sends.
- The Client’s email address will only be used for communications from the RCG and will not be provided to any other parties