1. Introduction & Applicability

  1. Mytos Bio Limited (the Supplier) is a lab automation company which automates cell culture. Its machines free up time for scientists in labs, allowing customers to run Mytos-designed protocols, as well as their own proprietary culture protocols. The device itself is controlled by a cloud-based software application, supported by the Supplier.

  2. When you purchase any Supplier Goods, Software and/or Services (in each case, as applicable), these terms and conditions shall apply.

  3. These terms and conditions includes:

    (a) the Goods Terms;

    (b) the Software Terms; and

    (c) the Protocol Development Terms;

    as applicable (together, the Agreement). Any reference to this Agreement includes the Terms.

  4. No other terms and conditions shall apply to the provision of Goods, Software or Services at any time unless they have been agreed in writing.

  5. Capitalised words in this Agreement shall have the meaning set out in the Definitions section at the end of this document.

2. Goods, Software and Services

  1. The Customer confirms that it shall use the Goods, Software and/or Services for the sole purpose of using the Goods, Software and/or Services for the ordinary course business of the Customer (the Agreed Purpose). For the avoidance of doubt, the Agreed Purpose does not include the resale and/or repurposing of any Goods, Software, Services or Device-Grown Cells.
  2. The Supplier shall provide the Goods, Software and/or Services as set out in the Order Form and in accordance with this Agreement and shall comply at all times with all Applicable Laws.
  3. The Customer shall comply with its obligations in relation to the receipt and enjoyment of the applicable Goods, Software and Services, as set out in this Agreement and shall comply at all times with all Applicable Laws.
  4. Customer support shall be available via email to [email protected]. The Supplier may provide enhanced support for an additional fee (for example, a device hardware service contract after the warranty period has expired). Any such additional services must be agreed separately in writing in a purchase order or otherwise.
  5. Additional or enhanced Goods and/or Services can be purchased at any time during the Term using the Supplier’s agreed process, with the scope and any related fees to be agreed at the relevant time and in writing between the parties, by purchase order or otherwise.
  6. In the event of a conflict in respect of the provisions of this Agreement and/or a document referred to therein, the following order of priority shall prevail (in descending order of priority):
    1. the Order Form(s), including any purchase order or Change Order;
    2. this MSA;
    3. the schedules and additional terms provided with this MSA, including (as applicable, and in descending order of priority) the Goods Terms, the Software Terms and the Protocol Development Services Terms;
    4. the User Guides.
  7. The Customer confirms that it shall use the Goods, Software and Services for the Agreed Purpose only.

3. Fees and payment

  1. The Supplier shall invoice the Customer for the Fees as specified in the Order Form and the Customer shall pay each invoice submitted to it by the Supplier within 30 days of receipt (or as otherwise agreed in writing) to a bank account nominated in writing by the Supplier from time to time. For the avoidance of doubt, no delivery of any Goods shall take place until the Supplier has received payment for the relevant Goods in full.
  2. If the Customer fails to pay any sum due on the due date:
    1. the Customer shall pay daily interest on the overdue sum until payment is made. Interest will accrue daily at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
    2. the Supplier may suspend part or all of the Services as set out in the Order Form and/or may enter the premises of the Customer in order to repossess the Goods until payment has been made in full.
  3. All sums payable to the Supplier under this Agreement are exclusive of Tax that may apply. Customer must pay Supplier the Tax that is due or provide Supplier with satisfactory evidence of exemption from the Tax in advance of invoicing. In relation to VAT or its equivalent in any jurisdiction, the Customer shall in addition pay an amount equal to any such VAT chargeable on those sums on delivery of a VAT invoice.
  4. In relation to the Goods, prices may vary from time to time (notwithstanding those prices which are agreed in the Order Form and binding for committed purchases).