1. Applicability

These terms and conditions shall apply to all offers, proposals and agreements made between Research Science Consulting LLC of Wilmington, DE, d/b/a Complete Science Solutions (hereinafter referred to as “RSC”) and any third party or its agent (“the Client”) relating to the products and/or services of RSC (“the Products and/or Services”) and, along with the relevant RSC order acknowledgement, shall form the entire agreement between the parties (the “Agreement”). They supersede any previous supply terms and conditions. For the purposes of the Agreement ‘RSC’ shall mean the company within the RSC group that is providing the Products or Services as set out on the RSC order acknowledgement or invoice. Where general terms and conditions of business are proposed by the Client, these shall not apply and the Agreement will prevail. Any variation to the Agreement and any representations about the Products and Services shall have no effect unless expressly agreed in writing and signed by an authorized signatory of RSC. Nothing in the Agreement will exclude or limit RSC's liability for fraudulent misrepresentation.

2. Offer and Acceptance

Offer and acceptance/ Description: Acceptance of an estimate for Services over email constitutes an order. Each order for the Products and Services by the Client from RSC shall be deemed to be an offer by the Client to purchase the Products and Services subject to the Agreement. No order placed by the Client shall be deemed accepted until a written acknowledgement of order is issued by RSC or (if earlier) RSC delivers the Products or issues the invoice to the Client or commences performance of the Services for the Client. All product orders are accepted subject to availability of the ordered Products. Unless otherwise expressly agreed by RSC in writing, Client represents and warrants that it is purchasing Products or Services from RSC for its own account and use and not on behalf of any other person or entity. If Client is an agent, it represents and warrants that it is purchasing the Products and Services from RSC for the account and use of no more than one identified institutional subscriber as principal or, if the agent is permitted to order personal subscriptions in a representative capacity, for the account and use of no more than one identified eligible individual subscriber for valid personal use. Client acknowledges that violation of this representation and warranty will cause irreparable harm to RSC. Upon any violation of this representation and warranty, RSC shall be entitled to immediate injunctive relief requiring Client to disclose all recipients of RSC Products and Services from Client, including all actual recipients that have not been previously properly identified by Client. RSC shall use commercially reasonable efforts to comply with descriptions of the Products and Services agreed by both parties in the relevant order. All drawings, art work, graphics, descriptive matter, specifications and advertising issued by RSC and any descriptions or illustrations contained in RSC's brochures and websites are issued or published for the sole purpose of giving an approximate description of the Products and Services described in them. They will not form part of the Agreement.

3. Modification of Order

Any modifications to the agreed product or service description, budget or schedule, as set out in the order acknowledgement, may result in an adjustment to the final price and/or delivery schedule at RSC’s discretion.

4. Rates and Prices

Unless otherwise agreed by RSC in writing the price/rates for the Products and Services shall be those set out in RSC's current price/rate list (whether print or online). The Client will be solely responsible at its own cost for completing any foreign exchange-related procedures in the said territory that are necessary to make payments to RSC under the Agreement, including without limitation all bank charges and foreign exchange charges.

5. Advanced Payment

Unless otherwise agreed in writing, full payment shall be made in advance of all work to be performed under the Agreement in the currency invoiced. The Client shall make all payments due under the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by RSC to the Client. For accounts more than 30 days past due, interest at the rate of 1% may be charged to the Client on a monthly basis for any sums outstanding, together with any collection fees incurred by RSC. If the Client wishes to dispute any invoice (or part), the Client shall, as soon as reasonably practicable, but no later than the due date of such invoice, send full details of such dispute to RSC in writing. The Client shall remain liable for any undisputed part of such invoice. RSC shall be entitled, at any time, to demand payment in advance and may suspend performance of its obligations arising from the Agreement until such advance payment has been received. Where the Client is indebted to RSC for any other Product or Service under any other order, RSC reserves the right to withhold supply of the Products or Services under the current order until any outstanding monies are fully paid. RSC shall be entitled to apply any monies received by the Client, to clear any of the Client’s outstanding debts to RSC.

6. Redistribution

For the avoidance of doubt no intellectual property rights in any RSC Products shall transfer to the Client. The Client shall not engage in piracy, reproduction, or plagiarism of the Products or any other products of RSC or its affiliates, nor shall it directly or indirectly facilitate any other party to engage in those activities. The Client shall promptly notify RSC if it becomes aware of any piracy, reproduction, or plagiarism of the Products by any third party.

7. Our Intellectual Property Rights

RSC’s intellectual property: Copyright and other intellectual property rights to all RSC proposals, publications and other Products and or Services shall remain with RSC unless agreed otherwise in writing. The rights granted by RSC are restricted to use solely by the Client and may not be assigned, transferred or sublicensed without the prior written permission of RSC. The rights granted by RSC are non-exclusive and for the purpose expressly agreed upon. Any other use shall require the prior written permission of RSC. The Client shall not acquire any intellectual property rights in the Products. No part of the RSC proposals, publications or Products may be stored in any automated data file and/or reproduced, whether electronically, mechanically, by photocopying, recording or in any other manner or form, without the specific prior written permission of RSC. This website and its content is owned, and operated by and is copyright of © Research Science Consulting LLC 2018. All Rights Reserved. Any redistribution or reproduction of part or all of the contents in any form is prohibited. No one may, without RSC’s express written permission, distribute or commercially exploit the content, transmit it or store it in any other website or other form of electronic retrieval system.

8. Your Intellectual Property Rights

Client’s intellectual property: RSC makes no intellectual property claim on materials submitted to RSC by Client. All RSC employees and editors have signed a confidentiality agreement to waive any claim to intellectual property submitted through our services. Client retains all intellectual property rights to any material (“Materials”) submitted to RSC for editing. By submitting Materials to RSC, Client represents that Client has copyrights for all submitted Materials and has obtained any third party release or permissions, including without limitation all copyrights and licensing required to use third party content that is part of the Materials. Client agrees not to submit Materials that infringe the copyrights of third parties or contains illegal, defamatory, sexually explicit, harassing, threatening, or otherwise objectionable content that may result in any liability to RSC or that may adversely affect RSC’s goodwill or reputation.

9. Liability and Claims

TO THE MAXIMUM EXTENT PERMITTED BY RELEVANT LAWS (i) RSC shall not be liable for any of the following losses which may arise by reason of any breach of this Agreement or any implied warranty, condition or other term, any representation or any duty of any kind imposed on RSC by operation of law: (a) any loss of anticipated profits or expected future business; (b) damage to reputation or goodwill; (c) any damages, costs or expenses payable by RSC to any third party; (d) loss of any order or contract; or (e) any loss that was not foreseeable by the Client and RSC at the time this Agreement was entered into; or (f) any loss not caused by any breach on the part of RSC; AND (ii) NEITHER PARTY SHALL BE RESPONSIBLE FOR DEATH OR PERSONAL INJURY EXCEPT THAT RESULTING FROM ITS OWN NEGLIGENCE OR WILFUL INTENT OR THE NEGLIGENCE OF ITS EMPLOYEES OR OTHERS FOR WHOM THE PARTY IS LEGALLY RESPONSIBLE. NOTHING IN THE AGREEMENT SHALL BE CONSTRUED AS CREATING AN OBLIGATION TO INDEMNIFY THE OTHER PARTY AGAINST THE OTHER PARTY’S OWN NEGLIGENCE. RSC’S LIABILITY FOR ANY OTHER LOSS IMPUTABLE TO IT SHALL IN ANY EVENT BE LIMITED TO THE INVOICE VALUE OF THE PART OF THE AGREEMENT TO WHICH THE LIABILITY ARISES. TO THE MAXIMUM EXTENT PERMITTED BY RELEVANT LAWS RSC EXPRESSLY EXCLUDES ANY LIABILITY FOR BREACH OF ANY IMPLIED OR EXPRESS WARRANTY OF AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTHING IN THIS CONTRACT SHALL LIMIT THE CLIENT'S EXISTING LEGAL OR STATUTORY RIGHTS WHERE IT IS ACTING AS A CONSUMER. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or the interpretation or enforcement thereof. The Client has entered into this Agreement in the knowledge that the liability of RSC is to be limited in accordance with these terms and conditions and the charges have been agreed accordingly. The Client acknowledges that a higher price would be payable for the Products or Services but for such limitations.

10. Force Majeure

In no event shall RSC be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the RSC shall use good faith efforts to comply as closely as possible with the provisions of this Agreement to resume performance as soon as practicable under the circumstances and to avoid the effects of such event to the extent possible.

11. Right to Audit

If Client is an agent, Client shall allow RSC’s authorized representative at any reasonable time to have access to Client’s premises (or to arrange for RSC’s authorized representatives to have access to other relevant premises) for the purpose of inspecting Client’s facilities, books and records to verify Client’s compliance with the Agreement.

12. Compliance with Laws

Client shall at all times during the term strictly comply with all applicable laws, ordinances, codes, regulations, standards and judicial and administrative orders (jointly “Applicable Laws” or “Laws”) relevant to its duties, obligations and performance under the Agreement, and Applicable Laws related to bribery, including, without limitation any such Laws that are enforced internationally (such as the United States Foreign Corrupt Practice Act and the UK Bribery Act) and those enforced in the country where business is being conducted and/or the Clients place of business or residency. Client and its officers, directors, employees and agents shall engage only in legitimate business and ethical practices in commercial operations and in relation to its dealings with any employee or official of a government agency or any other government owned, operated or controlled entity (including, without limitation, state run universities, hospitals and libraries), or political parties or candidates (jointly “Government Official”). Neither Client nor any of its officers, directors, employees or agents shall pay, offer, give, promise or authorize the payment, directly or indirectly, of any monies or anything of value to any commercial contact or Government Official for the purpose or intent to induce such person to use his/her authority to help the Client, RSC, and/or any affiliate of RSC for personal gain or for that of RSC or RSC’s affiliates (any such act, a “Prohibited Payment”). A Prohibited Payment does not include a payment of reasonable and bona fide expenditures, such as travel or lodging expenses, which are directly related to the promotion, demonstration or explanation of Products or Services or the execution or performance of a contract provided that such payments are permissible under the Applicable Laws. Client further agrees that he/she will not accept any payment or other benefit in money or in kind from any person as an inducement or reward for any act or forbearance or in connection with any matter or business transacted by or on behalf of RSC.

13. Other

The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by the law of the corporate domicile of the RSC company which is providing the Products or Services. The parties agree to submit to the exclusive jurisdiction of the courts of that same corporate domicile. The Client shall not be entitled to assign the Agreement or any part of it without the prior written consent of RSC. RSC may assign the Agreement or any part of it to any person, firm or company. If any provision of the Agreement 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 Agreement and the remainder of such provision shall continue in full force and effect. Failure or delay by RSC in enforcing or partially enforcing any provision (or prosecuting any breach) of the Agreement will not be construed as a waiver of any of its rights under the Agreement.