FL3XLAB TERMS AND CONDITIONS
1. INTRODUCTION
1.1. These General Terms and Conditions ("Terms and Conditions") are concluded between Testopedia, a company incorporated under Belgian law, having its registered office at Laarbossenstraat 27, 3980 Tessenderlo, Belgium and registered with the Crossroads Bank for Enterprises with company number 0803.538.595 ("Fl3xlab", "we", "us") and the customer ("Customer", "you" or "your") (together, the "Parties"). Fl3xlab provides the online Fl3xlab platform for matchmaking between laboratories (“Lab(s)”) that offer analyses, tests and reports or other products offered (“Results”) or other lab services described in an order (“Services”) based on samples shipped (“Samples”) and our Customers purchasing and using those Results (“Platform”). The Customer is the entity or person who consults the Platform, downloads, files, uses them, registers via any form available on the Platform. These Terms and Conditions outline our relationship with you, as supplemented by our Privacy Policy and Cookie Policy. By using the Platform, you agree to be bound by the following terms and conditions and all applicable laws and regulations.
1.2. Your use of the Platform means that you are aware of, and agree to, the most recent version of the Terms and Conditions and our Privacy Policy. It is your sole responsibility to ensure that your use of any and all third-party websites or content complies with all third-party requirements.
1.3. We may modify these Terms and Conditions from time to time. We will notify you of any major change, as determined in our sole discretion, by email or notice on the Platform and will note the date of the last change. If you use the Platform after these updates are posted, you will be deemed to accept these changes and agree to be bound by them. These Terms and Conditions will continue to apply until terminated, either by you or by us, as described in these Terms and Conditions.
1.4. These Terms and Conditions are applicable to every order (“Order”) of Fl3xlab and to all agreements. These Terms and Conditions will be made available to the Customer, at least before the acceptance of the Terms and Conditions. The Results in the webshop are under no circumstances intended for resale.
1.5. Fl3xlab reserves the right to refuse an Order or to subject it to additional conditions such as in the case of large Orders, Orders by minors, Orders for inadmissible purposes (e.g. resale), incomplete order procedures or problems with previous Orders. Fl3xlab uses its best efforts to find a Lab for such Order. However, Fl3xlab cannot warrant that every Order can be processed by the Lab in a timely manner.
2. LICENSE
2.1. Subject to compliance with the Terms and Conditions and usage restrictions, as defined under Article 3 of these Terms and Conditions, Fl3xlab grants you a non-exclusive, limited, non-sublicensable and non-transferable right to use our Platform, subject to the limitations set forth in these Terms and Conditions and any other limitations communicated by us in writing. Nothing in these Terms and Conditions prohibits Fl3xlab from providing our Platform to others, including your competitors.
2.2. Subject to the timely payment of the Fee, Fl3xlab grants you a non-exclusive, limited, non-sublicensable and non-transferable right to use the Results, subject to the limitations set forth in these Terms and Conditions and any other limitations communicated by us in writing.
2.3. By placing an Order on the Platform, the Customer accepts and agrees (i) that Fl3xlab arranges the transport of the Samples and designates a carrier, (ii) with the designated carrier and its respective terms and conditions.
2.4. Except for the limited rights expressly granted below, we reserve all right, title and interest in and to the Platform, including all associated intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of the Platform, use of the Platform or access to the Platform without our express written consent. You may not duplicate, copy or reuse any part of the visual design elements without our express written consent.
2.5. Customer may upload, create and provide content to Fl3xlab on its own ("Customer Content"). To the extent you upload, create or otherwise provide Customer Content to us, you grant Fl3xlab a non-exclusive, royalty-free, worldwide, sublicensable, transferable, license to use, copy, store, modify, transmit and display such Customer Content as may be necessary or useful to provide and maintain the Platform. Fl3xlab reserves the right, but is not obligated, to review and remove Customer Content that is deemed to violate the provisions of these Terms and Conditions or otherwise inappropriate, third-party rights, or applicable laws or regulations.
2.6. Fl3xlab will use its best efforts to resolve any issues, provided that the Customer complies with the Terms and Conditions.
3.1. In order to obtain full access to the Platform, you must complete a registration. You will be asked to (a) provide certain registration details or other information and; (b) set up an account specific to you ("Account") by choosing the Platform provided by us under the Terms and Conditions and pricing. You warrant that you will provide accurate and complete billing information, including but not limited to, full name, address, state, phone number and a valid payment method. By providing this payment information, you automatically authorize Fl3xlab to charge all Fees incurred through your account to such payment instruments. If automatic billing does not occur for any reason, Fl3xlab will issue an electronic invoice indicating that you must manually, within a specified time period, make full payment corresponding to the billing period indicated on the invoice.
3.2. In order to create your Account, log in to, and/or participate in the Platform offered, you must be eligible and agree to the terms and conditions set forth below. Failure to qualify and continuously comply with any of the following terms and conditions constitutes a violation of these Terms and Conditions and may result in the termination of your Account and permission to use the Platform. In particular, you agree that:
3.2.1. You are of age to give legal consent;
3.2.2. All information you provide to us in your registration form for the purpose of establishing your Account will be true and correct and you will promptly notify us of any changes to such information;
3.2.3. Your Account is solely for your use and may not be used by any third party. You may not allow any third party to use your Account, password, login or Customer ID to access or use the Platform, or for any other purpose. We take no responsibility for any third party access to your Account. You must immediately notify us of any unauthorized use of your password and identification and/or breach. You accept responsibility for all activities that occur under your Account, Customername or password and all such use is deemed authorized by you. You are responsible for the security of the password you use to access the Platform and for all activities or actions under your password, whether your password is with our Platform or with a third party service;
3.2.4. You have verified and determined that your use of the Platform does not violate any law or regulation in any jurisdiction applicable to you. It is your sole responsibility to ensure that this is the case;
3.2.5. You will not use the Platform for fraudulent or otherwise illegal purposes;
3.2.6. You understand that we may detect your Internet access location, without obligation, and may use techniques intended to block or restrict access from a jurisdiction where participation in the Platform is illegal or restricted;
3.2.7. You will not mask your identity in any way, including, but not limited to, IP masking or accessing the Platform through any type of proxy server; and
3.3. You will ensure that all use of your Account is in full compliance with these Terms and Conditions. We may suspend or terminate your access to the Platform without notice to you if you do not use the Platform for an extended period of time.
3.4. You agree to use the Platform only for its intended purpose, and You will not:
3.4.1. sublicense, lease, rent, lend, distribute or otherwise transfer the Platform to any third party;
3.4.2. decompile, reverse engineer, disassemble or otherwise derive the source code of the Platform;
3.4.3. use or copy the Platform, except as expressly permitted in these Terms and Conditions;
3.4.4. use the Platform to generate unsolicited email advertisements or spam;
3.4.5. modify, remove or render illegible any copyright notice, digital watermark, proprietary legend or other notice contained on the Platform.
3.4.6. intentionally distribute worms, Trojan horses, corrupt files or other items of a destructive or misleading nature or use the Platform for illegal, invasive, infringing, defamatory or fraudulent purposes;
3.4.7. remove or in any way circumvent technical or other protection measures on the Platform.
4. YOUR ACCOUNT
4.1. Your Account must be registered under your current full legal name, your email address, and your current business address. It is your responsibility to keep your email address current. If you need to update your email address, please contact info@fl3xlab.com.
4.2. In order to access the full functions of the Platform, you must have a valid Account and comply with all the terms and conditions described in these Terms and Conditions.
4.3. When you create an Account with us, you must provide us with information that is accurate, complete and current at all times. Failure to do so will constitute a breach of the Terms and Conditions, which may result in immediate termination of your Account on our Platform.
5. VERIFICATION OF ACCOUNT INFORMATION
5.1. We reserve the right (but do not assume the obligation) to conduct an audit at any time to validate your Account information and/or to ensure that your use of the Platform does not violate these Terms and Conditions and/or any applicable law. You authorize us and our agents to make any inquiries to you and for us to use and disclose to third parties that we deem necessary to validate this information. To facilitate the aforementioned validation, you agree to provide sufficient information or documentation as we, in our sole discretion, may request. If you do not provide such information within thirty (30) days of our request, if your responses are incomplete or otherwise insufficient, or if we are unable to verify the information applicable to your account, your account may be terminated.
6. ORDER
6.1. Fl3xlab will exercise due care when receiving and fulfilling Orders for the Results and/or Services. To purchase a Result and/or Service and thus place an Order, you will need to add the Result and/or Service to your shopping basket. You can then choose the number of Results and/or Services you want to order. Next, you will have to enter your customer details, choose the delivery and payment method and, if necessary, use your promotional code. Afterwards, you can check the details of your Order and, if necessary, detect and correct input errors before placing the Order. By confirming your Order, you place a binding Order for the Results and/or Services in your shopping basket and undertake to pay for them. After you place your Order, we will send you a confirmation of your Order by e-mail without delay.
7. delivery of results AND SERVICES
7.1. Fl3xlab will use its reasonable efforts to make the Results and/or Services available to the Customer in a timely manner. Any dates on the Platform, Order or any other document are purely indicative. Customer acknowledges that the speed of delivery of the Results and/or Services is highly dependent on the chosen Lab.
8. ORDERS & PAYMENT
8.1. The applicable fees for the Results and/or Services will be quoted on the Platform at the time the Customer submits an Order (“Fee(s)”). Unless a separate quotation will be delivered to the Customer, all prices of the Order are displayed on the Platform exclusive the delivery charges for the Samples and VAT. The delivery charges will depend on the country where the Samples must be shipped from and to. Before submission of an Order, the total price, including all costs and taxes, will be available to the Customer. If a Result and/or Service is incorrectly priced on the Platform, Fl3xlab will contact the Customer in writing as soon as Fl3xlab becomes aware of the incorrect price. The Order will not be processed until Fl3xlab has received the instructions from the Customer within three (3) calendar days as from the moment Fl3xlab has notified the Customer. If Fl3xlab is unable to contact the Customer, using the contact details provided by the Customer during the Order process or if Fl3xlab does not receive any response from the Customer within the timeframe set out above, Fl3xlab will treat the Order as cancelled and will notify the Customer thereof in writing.
8.2. The Customer must pay the Fee(s) due no later than fifteen (15) days after receipt of the relevant invoice, unless otherwise agreed between the Parties. Fl3xlab reserves the right, at its sole discretion, to request the Customer for an advance payment of 30% of the total quoted amount before commencing the Order. The remaining 70% must be paid no later than fifteen (15) days after receipt of the invoice. All amounts not paid by the Customer by the due date stated on the invoice will accrue interest, in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, as of the due date, as well as a lump sum indemnity equal to 10% of the invoiced amount with respect to extrajudicial recovery costs. Moreover, Fl3xlab reserves its right to suspend further delivery of Services and/or the Order. Alternatively, the Platform offers a direct bank transfer option at the moment of placement of the Order. When the Customer has chosen for this payment method, Fl3xlab has the right to cancel the Order automatically if full payment has not been received within two (2) calendar days.
9. Processing of account payments
9.1. We may use electronic payment processors and/or third-party financial institutions ("ESPs") to process financial transactions. You acknowledge that each ESP has its own Terms and Conditions and that we are not responsible for these terms. In the event of any conflict between these Terms and Conditions and the ESP's terms and conditions relating to the Platform, these Terms and Conditions will prevail.
10. TERMINATION OR cancellations OF ACCOUNTS AND refunds
10.1. We may terminate these Terms and Conditions, terminate all or part of your access to the Platform, or suspend all or part of a Customer's access to the Platform, at any time, without notice to you, if we believe, in our sole discretion, that you or any Customer associated with you has violated or may violate any term or provision of these Terms and Conditions, if we believe it is required by law, or otherwise. We may delete any Account Information or other material related to your use of the Platform on our servers or otherwise in our possession. You acknowledge that we will not be liable to you or any third party for any termination of your access to the Platform.
11. DIRECTIONS TO CANCEL YOUR ACCOUNT
11.1. Please send an email to info@fl3xlab.com requesting to cancel your account. We may ask you to complete a cancellation form.
11.2. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of these Terms and Conditions. Upon termination of your Account for any reason, we will, at your request and at your option, return or delete all personal information related to your Account.
12. trademarks, trade names and service marks
12.1. Unless otherwise indicated, all logos, names, packaging designs and marks on the Platform are trademarks or service marks owned or used under license by us or our business partners. The use or misuse of any of these marks or other information is strictly prohibited.
13. submitted information
13.1. With the exception of Personal Data, as defined in our Privacy Policy, if you provide us with Feedback, including data, variables, comments, suggestions, ideas, notes, drawings, graphics, concepts or other information ("Feedback"), you are providing that Feedback, and all of your rights thereto, to us free of charge, and such Feedback will be treated as non-confidential and non-proprietary and may be used by us for any purpose, without your consent or any compensation to you or anyone else. This applies whether you submit such Feedback to us by email, through a form on the Site, on a bulletin board or otherwise.
13.2. We may from time to time monitor, review and, in our sole discretion, modify or delete any postings you make on the Platform, but we are under no obligation to do so. You agree not to submit or transmit any material that is unlawful, threatening, defamatory, libelous, obscene, pornographic, or discriminatory, or that could otherwise violate any law, regulation or rule, or these Terms and Conditions. You are solely responsible for the material you post on the Platform. You further agree not to upload, email, post or transmit to, or distribute or otherwise publish through, the Platform any material that interferes with the normal operation of the Platform, including posting or otherwise transmitting material unrelated to the subject matter at hand or that otherwise restricts or inhibits any other Customer from using the Platform. Through your use of the Platform, you may submit and/or we may collect certain limited information about you and your website use in accordance with our Privacy Policy. We will use such information for the purposes set forth in the terms of our Privacy Policy, we are not required to keep such submissions confidential, and we may use submissions (including, without limitation, for products or advertising) without incurring royalties or other fees of any kind, and we will not incur any liability as a result.
14. SAMPLES
14.1. The transport of the Samples is arranged either by Fl3xlab’s authorized partner or by the Customer. The Customer undertakes to deliver the Samples to Fl3xlab or Fl3xlab’s authorized partner within a period of ten (10) days after the Order, unless another delivery date is concluded between Fl3xlab and the Customer at the moment of formation of the Agreement.
14.2. Fl3xlab is not responsible for any damages related to delays in the delivery of the Samples by Customer to Fl3xlab.
14.3. Fl3xlab will receive a written confirmation as soon as the Order leaves the premises of Customer or when the Samples are handed over to Fl3xlab’s authorized partner. If applicable, Customer shall deliver the Sample to the address provided by Fl3xlab to the Customer during the purchase process.
14.4. Unless otherwise agreed in writing, the Samples are delivered according to incoterms 2020 Delivered At Place (DAP). Fl3xlab or Fl3xlab’s authorized partner will check the packaging upon delivery for possible damages. In case the Samples are damaged, Fl3xlab has the right not to accept delivery and notify the Customer thereof. After notification, the Customer will provide Fl3xlab with the necessary instruction regarding the damaged Samples. In any event, the Customer remains the owner of the Samples.
15. warranties; DISCLAIMER & limitation of liabiltiy
15.1. You warrant that you will abide by and respect these Terms and Conditions and any additional guidelines of our Platform.
15.2. You understand that we cannot and do not represent or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may have contaminated or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to meet your specific requirements for accuracy of data input and output, and for maintaining a means outside the Platform for reconstructing lost data. We assume no responsibility or risk for your use of the Internet.
15.3. The Services and all materials on the Platform are provided "AS IS" and "AS AVAILABLE" and without warranties of any kind, express or implied, including implied warranties of merchantability and fitness for a particular purpose. Fl3xlab makes no representations or warranties about the accuracy, completeness, or suitability of any material, tests, analyses and reports on the Platform, or on any website or websites "linked" to the Platform. Fl3xlab does not warrant that the Platform will be available, uninterrupted, error-free, or free of viruses or other harmful components. Furthermore, Fl3xlab cannot be held liable for decisions made by the Customer based on the that could have a negative impact on the Customer.
15.4. To the extent permitted by applicable law, under no circumstances will Fl3xlab or its directors, employees, partners, agents, suppliers or affiliates be liable for any indirect, incidental, special, consequential or punitive damages, including but not limited to lost profits, loss of data, use, goodwill or other intangible losses, arising from (i) your access to or use of or inability to access or use the Platform; (ii) any third-party conduct or content on the Platform; (iii) any content obtained from the Platform; and (iv) unauthorized access, use or modification of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been advised of the possibility of such damages, and even if any remedy set forth herein is found to fail of its essential purpose.
15.5. To the maximum extent permitted under applicable law, the maximum liability of Fl3xlab to you, arising from these Terms and Conditions will in no event exceed the total amount paid by you for the Orders in the twelve (12) months preceding the first incident from which the liability arose or two hundred (200) EUR, whichever is higher. The aforementioned limitations will not apply to a Party's liability resulting from (i) fraud or deceit, and/or (ii) willful misconduct.
16. indemnification
16.1. You agree to defend, indemnify and hold harmless Fl3xlab, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors and contractors (the "Indemnified Parties") from and against any and all liability, loss or damage, costs or expenses, including but not limited to court costs, attorneys' fees, and any awards or damages caused by, in connection with or incidental to: your use of our Platform; or other services offered through the Platform. The Customer will defend, indemnify and hold Fl3xlab and the Indemnified Parties harmless from and against any claims, liability, loss or damage, costs or expenses, including but not limited to court costs, attorneys' fees, and any awards or damages caused by, in connection with Samples from third parties.
17. Confidentiality
17.1. The Customer undertakes to keep confidential all information disclosed pursuant to or in connection with this Agreement (whether or not such information is expressly stated to be confidential or designated as such) and therefore not to disclose such Confidential Information to others or use it for purposes other than the execution of these Terms and Conditions with Fl3xlab.
17.2. Without prejudice to the above, the Parties agree that if a confidentiality agreement is concluded between them, the provisions thereof shall prevail if there is a conflict with the provisions of this article.
17.3. The Customer’s obligations with regard to the Confidential Information will remain in force for a period of five (5) years after the termination of these Terms and Conditions unless a confidentiality agreement between the Parties stipulates otherwise.
17.4. Upon termination of these Terms and Conditions, for whatever reason, the Customer will return all Confidential Information of Fl3xlab and all copies thereof to Fl3xlab or, at Fl3xlab’s option, erase or destroy all Confidential Information.
17.5. “Confidential Information” means any and all information disclosed by Fl3xlab to the Customer that is (i) marked “confidential” or “proprietary”, including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked “confidential” that is supplied to the Customer within thirty (30) calendar days of the oral disclosure, or (ii) regardless of whether so marked or identified, all information that would reasonably be considered confidential, including, without limitation, pricing, terms, attachments, appendices and all information related to the Agreement. Confidential Information of Fl3xlab will be deemed to include the Platform.
18. wEBSITES of third parties
18.1. We may provide links and references to Internet sites maintained by others independent of Fl3xlab ("Third Party Sites"). We have not reviewed all of the Third Party Sites linked to the Platform and are not responsible for the content of, or any products or services offered on, such Third Party Sites. Fl3xlab makes no representation or warranty as to the accuracy, completeness or authenticity of any information contained on any such website. Your access to Third Party Sites from the Platform is at your own risk.
19. miscellaneous
19.1. If any provision of these Terms and Conditions is deemed invalid, illegal or unenforceable, such provision will be deemed amended to comply with applicable law and the remaining provisions of the Terms and Conditions will continue in full force and effect to the extent permitted by law. Your use of the Platform is subject to our Privacy Policy. These Terms and Conditions and Privacy Policy represent the entire understanding and agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written communications with respect to the subject matter. Our relationship is that of independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created between us by these Terms and Conditions.
19.2. Fl3xlab cannot be held responsible in case of default (temporary or otherwise) or in case of failure to perform any of its obligations as a result of a case of force majeure or coincidence.
19.3. These Terms and Conditions will be construed in accordance with Belgian law, without regard to any conflict of law principles. The competent courts of Hasselt (Limburg) will have exclusive jurisdiction over any dispute or controversy arising from or related to these Terms and Conditions or its subject matter.
19.4. If, due to circumstances beyond the control of Fl3xlab, it is unable to continue with the performance of its obligations or is simply made more expensive or difficult, Fl3xlab and the Customer undertake to negotiate, in good faith and fairly, within a reasonable time, an adjustment to the contractual conditions, this in order to be able to restore the balance. In the absence of agreement, within a reasonable period of time, either party may invoke the termination of the contractual relationship that binds them, without compensation or indemnity of any kind.
Last updated on 16 January 2024