Terms and Conditions of Services

Last updated: 17 July 2026

These Terms and Conditions of Services govern contract research and related scientific services provided by IMMUSMOL SAS under the Explicyte brand.

Article 1. Identity, definitions and professional scope

1.1 Service Provider. The services are provided by IMMUSMOL SAS, operating under the Explicyte brand, a French société par actions simplifiée with share capital of €50,000, registered with the Bordeaux Trade and Companies Register under number 753 232 719 RCS Bordeaux, with its registered office at 229 Cours de l’Argonne, 33000 Bordeaux, France.

1.2 Professional clients only. Explicyte provides services exclusively to companies, public institutions, research organisations, healthcare organisations, professionals and other persons acting for purposes relating to their trade, business, profession or institutional activities. These Terms do not apply to consumers.

1.3 Definitions. In these Terms:

• “Client” means the professional entity identified in the applicable Proposal or Statement of Work.
• “Explicyte” means IMMUSMOL SAS operating under the Explicyte brand.
• “Services” means the contract research, analytical, scientific, technical, consulting or related services described in the applicable Proposal or Statement of Work.
• “Proposal” means a quotation, commercial proposal, study proposal or similar document issued by Explicyte.
• “Statement of Work” or “SOW” means a document describing the scope, deliverables, responsibilities, pricing and other project-specific conditions.
• “Agreement” means the applicable Proposal or SOW, these Terms, the approved study protocol or protocol synopsis and any other document expressly incorporated into the contract.
• “Client Materials” means samples, tissues, cells, compounds, antibodies, reagents, data, documents, software or other materials supplied by or on behalf of the Client.
• “Deliverables” means the reports, analysed data, files or other items expressly identified as deliverables in the applicable Proposal or SOW.
• “Results” means study-specific data and findings generated by Explicyte in performing the Services.

Article 2. Scope, acceptance and order of precedence

2.1 Application. These Terms apply to all Services provided by Explicyte unless otherwise expressly agreed in writing.

2.2 Acceptance. The Client accepts these Terms by signing or otherwise formally accepting a Proposal or SOW that refers to them. Acceptance by electronic signature or other written electronic confirmation has the same effect as a handwritten signature.

2.3 Entire agreement. The Agreement constitutes the entire agreement between the parties concerning the Services and replaces prior discussions, proposals and communications relating to the same subject matter.

2.4 Order of precedence. In the event of inconsistency, the following order of precedence applies:

1. any signed amendment or change order;
2. the applicable SOW or signed Proposal;
3. any signed data-processing agreement or confidentiality agreement, for matters within its scope;
4. the approved study protocol or protocol synopsis, for scientific and technical matters;
5. these Terms.

2.5 Client purchasing terms. Any terms appearing on a Client purchase order, procurement portal or other Client document do not apply unless Explicyte has expressly accepted them in writing. Administrative use of a purchase order number does not constitute acceptance of the Client’s purchasing terms.

2.6 Changes to these Terms. Explicyte may update these Terms for future Agreements. The version accepted with a particular Proposal or SOW continues to govern that Agreement unless the parties agree otherwise in writing.

Article 3. Proposals and project initiation

3.1 Proposal validity. Unless otherwise stated, a Proposal remains valid for 30 calendar days from its issue date. Explicyte may revise pricing, timelines or availability after that period.

3.2 Binding commitment. A Proposal or SOW becomes binding when accepted by both parties. Where a project is divided into phases or includes go/no-go decision points, the Client commits at least to the first authorised phase and to any non-cancellable costs expressly identified in the Agreement.

3.3 Conditions for starting work. Explicyte is not required to begin the Services until, as applicable:

• the Proposal or SOW has been accepted;
• the required deposit or advance payment has been received;
• the necessary Client Materials, documentation and safety information have been received and accepted;
• the study protocol or protocol synopsis has been approved;
• required permits, licences, ethics approvals and contractual documents are in place;
• the project can be scheduled within Explicyte’s operational planning.

3.4 Estimates. Timelines, resource estimates and anticipated completion dates are planning estimates unless the Agreement expressly states that a date is a binding contractual deadline.

Article 4. Client responsibilities

4.1 Information and cooperation. The Client shall provide accurate, complete and timely information, instructions, decisions, approvals and materials reasonably required for performance of the Services.

4.2 Rights and authorisations. The Client represents that it has all rights, permissions, licences, consents and authorisations necessary to provide the Client Materials and to instruct Explicyte to use them for the Services.

4.3 Human-derived materials and data. Where Client Materials include human tissues, cells, bodily fluids, clinical data, genetic data or other human-derived materials, the Client is responsible for ensuring that their collection, transfer and intended use comply with applicable law, ethics approvals, informed-consent requirements and institutional policies.

4.4 De-identification. Unless expressly agreed in writing, the Client shall not provide directly identifying patient information or other personal data that is unnecessary for the Services. Human-derived samples and associated data must be appropriately coded, pseudonymised or anonymised before transfer to Explicyte.

4.5 Safety information. Before shipment or use, the Client shall disclose all known or reasonably foreseeable hazards associated with Client Materials, including infectious, toxic, genetically modified, radioactive, biohazardous or otherwise regulated properties, and shall provide appropriate safety data and handling instructions.

4.6 Compliance. The Client is responsible for determining whether the Services and Deliverables are suitable for its intended purpose and for obtaining any regulatory, legal, ethical, clinical or other approvals required for its subsequent use of the Results or Deliverables.

4.7 Consequences of delay. Explicyte is not responsible for delay or additional cost caused by incomplete, inaccurate or late information, materials, approvals or decisions from the Client or its third parties.

Article 5. Client Materials, shipping and storage

5.1 Ownership. Client Materials remain the property of the Client or their relevant owner. No ownership in Client Materials is transferred to Explicyte.

5.2 Delivery to Explicyte. Unless otherwise agreed, the Client is responsible for packaging, documentation, permits, customs formalities, transport costs and risks associated with delivery of Client Materials to Explicyte.

5.3 Acceptance of materials. Explicyte may refuse, quarantine or require the removal of materials that are inadequately packaged, undocumented, damaged, unsafe, unlawful, unsuitable for the Services or materially different from the information provided by the Client.

5.4 Experimental consumption and loss. The Client acknowledges that Client Materials may be consumed, altered, damaged or destroyed through normal experimental use. Biological materials may also deteriorate or fail for reasons outside Explicyte’s reasonable control. Explicyte does not guarantee that unused material will remain available at the end of the project.

5.5 Remaining materials. Unless the Agreement provides otherwise, Explicyte may retain remaining Client Materials for up to three months after delivery of the final Deliverables. During that period, the Client may request return of remaining materials where technically and legally feasible, at the Client’s cost and risk.

5.6 Destruction. After the applicable retention period, Explicyte may destroy or dispose of remaining Client Materials in accordance with its procedures and applicable law, without further liability. Specific long-term storage must be agreed in writing and may be subject to additional fees.

5.7 Shipments from Explicyte. Where Explicyte arranges shipment of materials to the Client or a third party, shipping, packaging, handling, insurance, customs and related costs may be invoiced to the Client. Unless otherwise stated in the Agreement, risk transfers when the shipment is handed to the carrier.

5.8 Inspection. The Client shall inspect received materials promptly and notify Explicyte in writing of visible damage or discrepancies within seven calendar days of delivery.

Article 6. Performance of the Services

6.1 Standard of performance. Explicyte shall perform the Services with reasonable professional care and skill, in substantial accordance with the applicable Agreement and approved study protocol.

6.2 Research-use services. Unless expressly stated otherwise in the SOW, the Services are research-use services and are not performed under Good Laboratory Practice, Good Clinical Practice, Good Manufacturing Practice or an accredited diagnostic quality system.

6.3 Scientific uncertainty. The Client acknowledges that research and development activities involve inherent uncertainty, biological variability, technical limitations and risks of inconclusive, negative or non-reproducible results. Explicyte does not guarantee any particular scientific, technical, commercial, clinical or regulatory outcome.

6.4 Protocol adjustments. Explicyte may make minor technical adjustments that do not materially change the agreed scope where reasonably necessary to perform the Services. Material changes require written agreement in accordance with Article 7.

6.5 Deviations. Material deviations from the approved protocol will be documented and communicated to the Client where they may affect interpretation of the Results.

6.6 Subcontracting. Explicyte may use qualified affiliates, consultants, laboratories or subcontractors to perform parts of the Services. Explicyte remains responsible for managing subcontracted work within the scope of the Agreement and shall require appropriate confidentiality obligations.

Article 7. Changes, delays and project inactivity

7.1 Change requests. Either party may propose changes to the scope, design, timeline, Deliverables or responsibilities. No material change is binding unless documented in a written amendment, revised Proposal, SOW or change order accepted by both parties.

7.2 Impact assessment. Explicyte may adjust fees, timelines, resource allocation and deliverables to reflect an approved change, including repeated experiments, additional analyses, replacement materials or work resulting from changed Client instructions.

7.3 Work outside scope. Explicyte is not required to perform work outside the agreed scope until the parties have agreed the corresponding conditions.

7.4 Client-caused delay. Where a project is delayed by the Client, its suppliers or other parties under its responsibility, Explicyte may revise the timeline and charge reasonable storage, rescheduling, restart, third-party or committed-resource costs.

7.5 Inactive projects. If a project remains inactive for more than 60 calendar days because required Client input, materials, approvals or decisions have not been provided, Explicyte may place the project on hold, invoice work performed and costs incurred, release reserved capacity and propose revised conditions for restarting the project.

Article 8. Deliverables, review and acceptance

8.1 Delivery. Deliverables will be provided in the format and by the method stated in the Agreement, which may include secure electronic transfer, an online portal, email or physical delivery.

8.2 Client review. The Client shall review the Deliverables promptly and notify Explicyte in writing of any material failure to conform to the Agreement, with sufficient detail to allow assessment, within 15 business days after delivery.

8.3 Acceptance. Deliverables are deemed accepted if the Client does not provide a substantiated notice within the review period. Acceptance does not prevent a claim concerning a latent technical non-conformity that could not reasonably have been detected during the review period, provided that the Client notifies Explicyte without undue delay after discovery.

8.4 Scientific outcome. An unexpected, negative, inconclusive or scientifically unfavourable result does not by itself constitute non-conformity where Explicyte performed the agreed work with the required standard of care.

8.5 Remedy. If Deliverables materially fail to conform because of a breach attributable to Explicyte, Explicyte may, at its reasonable discretion, correct the affected Deliverable, repeat the materially non-conforming part of the Services where feasible or provide an appropriate credit. This remedy is subject to the limitations set out in Article 17.

8.6 Raw and intermediate data. Explicyte is required to provide raw data, intermediate files, instrument files, analysis scripts or editable source files only where they are expressly listed as Deliverables. Proprietary software, internal quality-control records, templates, algorithms and system-administration data are not Deliverables unless expressly agreed.

Article 9. Data delivery, retention and deletion

9.1 Client responsibility. After delivery, the Client is responsible for downloading, verifying, securing and backing up the Deliverables and data supplied by Explicyte.

9.2 Standard retention. Unless otherwise stated in the Agreement, Explicyte will retain the final report, analysed study data and related project documents for one year from delivery of the final report.

9.3 High-volume raw data. Raw or high-volume data exceeding 10 GB, including imaging, sequencing, spatial biology or instrument files, may be retained for only three months from delivery of the relevant data or final report.

9.4 Deletion. After the applicable retention period, Explicyte may permanently delete project data and files without liability. Explicyte may provide a reminder where reasonably practicable, but the Client remains responsible for maintaining its own copy.

9.5 Extended storage. Extended storage, re-upload, retrieval from archives or repeated data transfers may be subject to technical feasibility and additional fees.

9.6 Backup systems. Operational backups are intended for disaster recovery and do not constitute an archival commitment or extend the applicable retention period.

Article 10. Prices, taxes and expenses

10.1 Prices. Prices are stated in euros and exclude value-added tax and other applicable taxes unless expressly stated otherwise.

10.2 VAT. French VAT will be charged where legally applicable. A Client relying on an exemption, reverse-charge mechanism or intra-European VAT treatment must provide valid supporting information.

10.3 Additional costs. Shipping, customs, duties, permits, specialised packaging, external laboratory services, third-party licences, sample procurement, travel and other project-specific expenses may be invoiced in addition to the stated fees where identified in the Agreement or approved by the Client.

10.4 Third-party price changes. Where a third-party supplier materially changes the price or availability of an item after acceptance of the Agreement, the parties shall discuss an appropriate adjustment. Explicyte is not required to absorb an unforeseeable material increase in an externally supplied cost.

10.5 No early-payment discount. Unless expressly stated on the invoice, no discount is granted for early payment.

Article 11. Invoicing and payment

11.1 Payment schedule. Deposits, milestone invoices and final invoices will be issued in accordance with the applicable Proposal or SOW.

11.2 Deposit. A deposit or advance payment identified as non-refundable is retained to cover project initiation, reserved capacity, procurement and committed costs. This does not affect any mandatory legal right that cannot be excluded.

11.3 Payment term. Unless otherwise stated in the Agreement or invoice, invoices are payable by bank transfer within 30 calendar days from the invoice date.

11.4 Bank charges. The Client is responsible for bank, transfer, currency-conversion and intermediary charges so that Explicyte receives the full invoiced amount.

11.5 Invoice disputes. A good-faith invoice dispute must be notified in writing within 15 calendar days after the invoice date, with details of the disputed amount and reasons. The undisputed part remains payable by the due date.

11.6 No set-off. The Client may not withhold, deduct or set off amounts against an invoice except where required by law or expressly agreed in writing.

11.7 Late-payment penalties. Any amount not paid by its due date automatically bears late-payment interest, without prior reminder, at the rate applied by the European Central Bank to its most recent main refinancing operation plus 10 percentage points, or any higher rate stated in the applicable Agreement where legally permitted.

11.8 Recovery charge. A fixed recovery charge of €40 is due for each invoice paid late. Where actual recovery costs exceed that amount, Explicyte may claim reasonable additional compensation upon justification.

11.9 Suspension. In the event of late payment, Explicyte may suspend ongoing work, withhold undelivered Deliverables, postpone subsequent phases and revise the project schedule until all overdue amounts have been paid.

Article 12. Cancellation, suspension and termination

12.1 Client cancellation before work starts. If the Client cancels after acceptance but before experimental work starts, the Client shall pay any non-refundable deposit, work already performed, materials procured, third-party commitments and reasonable cancellation costs.

12.2 Client cancellation during performance. If the Client cancels work in progress, the Client shall pay:

• all Services performed up to the effective cancellation date;
• all materials, sample-access costs and third-party commitments incurred or non-cancellable;
• reasonable costs of stopping, documenting, storing, transferring or safely disposing of project materials;
• any other cancellation amount expressly stated in the Agreement.

12.3 Suspension by Explicyte. Explicyte may suspend the Services where necessary because of non-payment, safety concerns, unlawful instructions, missing approvals or information, material Client breach, cybersecurity risk or circumstances that make continued performance unreasonable or non-compliant.

12.4 Termination for breach. Either party may terminate the affected Agreement for a material breach that remains uncured 15 calendar days after written notice. No cure period is required where the breach cannot be cured, involves unlawful conduct or creates an immediate safety or security risk.

12.5 Insolvency. Subject to mandatory insolvency law, Explicyte may suspend or terminate Services if the Client becomes insolvent, ceases business, enters liquidation or is otherwise unable to pay its debts as they fall due.

12.6 Consequences of termination. Upon termination, the Client shall pay all amounts due for Services performed and costs incurred or committed. Following payment, Explicyte will provide available completed Deliverables that are reasonably separable from unfinished work, subject to legal, safety and technical constraints.

12.7 Surviving provisions. Provisions relating to payment, confidentiality, intellectual property, data retention, liability, governing law and any provisions intended by their nature to survive remain effective after termination.

Article 13. Confidentiality

13.1 Separate confidentiality agreement. Where the parties have signed a confidentiality or non-disclosure agreement, that agreement governs confidential information within its scope.

13.2 Confidential information. In the absence of a separate agreement, each party shall protect non-public scientific, technical, commercial, financial and business information disclosed by the other party and identified as confidential or which should reasonably be understood to be confidential.

13.3 Permitted use and disclosure. Confidential information may be used only for the performance, management and evaluation of the Agreement and may be disclosed only to personnel, professional advisers and subcontractors who need to know it and are bound by appropriate confidentiality obligations.

13.4 Exclusions. Confidentiality obligations do not apply to information that the receiving party can demonstrate:

• was lawfully known without restriction before disclosure;
• is or becomes public without breach of an obligation;
• is lawfully received from a third party without confidentiality restriction;
• is independently developed without use of the disclosing party’s confidential information;
• must be disclosed by law, court order or competent authority, subject where legally permitted to prior notice.

13.5 Duration. Unless a separate agreement provides otherwise, these confidentiality obligations continue for five years after the end of the relevant Agreement. Trade secrets remain protected for as long as they qualify for protection under applicable law.

13.6 Proposals and pricing. Explicyte’s non-public proposals, pricing, study designs and timelines are confidential and may not be disclosed outside the Client’s organisation and professional advisers except as necessary for procurement, financing, regulatory review or legal compliance.

13.7 Public references. Explicyte will not publicly identify the Client as a customer or disclose Client-specific Results without the Client’s prior written consent, unless the Agreement expressly provides otherwise.

Article 14. Personal data

14.1 Business-contact data. Each party may process business-contact information relating to the other party’s personnel as an independent data controller for contract administration, communication, invoicing, compliance and relationship management.

14.2 Study personal data. Where the Services require Explicyte to process personal data on behalf of the Client, the parties shall enter into an appropriate data-processing agreement before such processing begins.

14.3 Client obligations. The Client is responsible for ensuring that personal data provided to Explicyte has been lawfully collected and may lawfully be transferred and processed for the agreed purposes, including where special-category, health or genetic data are involved.

14.4 Data minimisation. Unless expressly required by the SOW, the Client shall not provide direct identifiers or personal data unnecessary for the Services.

14.5 Website privacy. Personal data collected through the Explicyte website is processed in accordance with the Explicyte Privacy Policy.

Article 15. Intellectual property and use of Results

15.1 Background intellectual property. Each party retains ownership of intellectual property, materials, data, methods, software, models, documentation, know-how and other assets owned or developed independently of the Services or outside the scope of the Agreement.

15.2 Client Materials. The Client retains all rights in Client Materials and Client-provided instructions, subject to the rights granted to Explicyte to perform the Services.

15.3 Ownership of paid Results and Deliverables. Subject to full payment of all applicable invoices, the Client owns the study-specific Results and Deliverables generated specifically for the Client under the Agreement, excluding Explicyte Background Intellectual Property, third-party materials and the items described in Article 15.4.

15.4 Explicyte technology and know-how. Explicyte retains ownership of:

• its pre-existing and independently developed technologies, models, assays, methods and protocols;
• software, scripts, algorithms, analysis pipelines, templates, databases and reporting formats;
• general laboratory, analytical, bioinformatics and quality-control know-how;
• methods, tools and improvements of general application developed while performing the Services, provided that they do not disclose Client Confidential Information or reproduce Client Materials;
• internal quality-control data, standard-reference data and validation materials not expressly identified as Client Deliverables.

15.5 Embedded licence. To the extent that Explicyte Background Intellectual Property is incorporated into a paid Deliverable and is necessary for the Client to use that Deliverable, Explicyte grants the Client a non-exclusive, worldwide, perpetual, royalty-free licence to use that incorporated element solely as part of, and for the intended use of, the Deliverable. This licence does not transfer ownership of the underlying methodology, software, model or know-how.

15.6 Third-party rights. Deliverables that include third-party software, databases, images, reagents or other materials may be subject to the applicable third-party licence or use restrictions.

15.7 Internal method development. Explicyte may use fully anonymised and aggregated technical learnings generated during the Services for internal quality improvement, method development, validation and benchmarking, provided that such use does not identify the Client, disclose Client Confidential Information or permit reconstruction of Client-specific Results.

15.8 External communications. Explicyte shall not publish, present or use Client-specific Results in external communications or commercial materials without the Client’s prior written approval.

15.9 Freedom to operate. Explicyte does not warrant that the Client’s use of Results or Deliverables will be free from third-party intellectual-property rights. The Client is responsible for obtaining its own freedom-to-operate, patentability and regulatory assessments.

Article 16. Publications, acknowledgements and authorship

16.1 Client publications. Unless restricted by a separate agreement, the Client may publish or disclose its Results after full payment, provided that it does not disclose Explicyte Confidential Information, proprietary methods or third-party restricted information.

16.2 Scientific review. Where a publication describes Explicyte’s work or methods, the Client shall provide Explicyte a reasonable opportunity to review the relevant sections for factual accuracy, confidential information and protection of intellectual property before submission.

16.3 Acknowledgement and authorship. Acknowledgement, co-authorship and participation in scientific communications are not automatic and shall be determined by actual scientific contribution, accepted publication standards and any project-specific written agreement.

Article 17. Warranties and liability

17.1 Service warranty. Explicyte warrants only that it will perform the Services with the standard of care described in Article 6 and substantially in accordance with the applicable Agreement.

17.2 Disclaimer. To the fullest extent permitted by law, Explicyte makes no other express or implied warranty concerning the Services, Results or Deliverables, including any warranty of merchantability, fitness for a particular purpose, non-infringement, regulatory acceptance, commercial success, clinical relevance or reproducibility in another model, laboratory or setting.

17.3 Third-party materials. Third-party products and services are subject only to warranties, if any, provided by the relevant third party.

17.4 Excluded damages. To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, punitive or consequential loss, including loss of profit, revenue, opportunity, anticipated savings, goodwill or business interruption, arising from the Agreement.

17.5 Liability cap. To the fullest extent permitted by law, Explicyte’s aggregate liability arising out of or relating to a particular Agreement shall not exceed the total fees paid or payable by the Client under the affected SOW or Proposal.

17.6 Exceptions. Nothing in these Terms excludes or limits liability to the extent that exclusion or limitation is prohibited by applicable law, including liability resulting from fraud, wilful misconduct or gross negligence, or any liability that cannot legally be limited.

17.7 Client responsibility for use. Explicyte is not liable for decisions made by the Client or a third party based on the Results, or for use of Results, Deliverables or materials outside the agreed purpose, contrary to instructions or without appropriate independent scientific, regulatory, clinical or legal assessment.

17.8 Client indemnity. The Client shall indemnify Explicyte against third-party claims, losses and reasonable costs arising from unlawful or unauthorised Client Materials, inaccurate hazard information, Client instructions that infringe third-party rights, or the Client’s misuse of the Results or Deliverables, except to the extent caused by Explicyte’s own breach or fault.

Article 18. Force majeure

18.1 Definition. Neither party is liable for delay or failure to perform caused by an event meeting the conditions of force majeure under Article 1218 of the French Civil Code.

18.2 Examples. Depending on the circumstances and only where the legal conditions are met, such events may include natural disaster, fire, epidemic, war, terrorism, civil disturbance, governmental restriction, transport disruption, general utility failure, general labour dispute, embargo or interruption of critical supplies outside the affected party’s reasonable control.

18.3 Notice and mitigation. The affected party shall notify the other party promptly, describe the expected impact and take reasonable steps to limit the effects.

18.4 Suspension and termination. Obligations affected by force majeure are suspended for the duration of the event. If the event prevents material performance for more than 60 consecutive days, either party may terminate the affected part of the Agreement by written notice. The Client remains liable for Services performed and non-cancellable costs incurred before termination.

Article 19. Regulatory, ethical and trade compliance

19.1 Applicable law. Each party shall comply with laws and regulations applicable to its own activities under the Agreement.

19.2 Research use only. Unless expressly stated otherwise, Results and Deliverables are intended for research use and must not be used directly for diagnosis, patient management, therapeutic decision-making, product release or regulated clinical purposes.

19.3 Anti-corruption. Neither party shall offer, request or accept an unlawful payment, benefit or advantage in connection with the Agreement.

19.4 Export controls and sanctions. The Client shall inform Explicyte of any known export-control, sanctions, dual-use or trade restrictions applicable to Client Materials, technologies, recipients or intended uses. Explicyte may refuse or suspend any transaction that may breach applicable trade laws.

Article 20. Notices and general provisions

20.1 Notices. Project communications may be sent to the contacts identified in the Proposal or SOW. Formal notices concerning breach, suspension or termination must be sent in writing to the contractual contact and, for Explicyte, may also be sent by registered post to its registered office or through the Explicyte contact form, clearly marked as a contractual notice.

20.2 Assignment. The Client may not assign the Agreement without Explicyte’s prior written consent, except as part of a merger, reorganisation or transfer of substantially all relevant business assets, provided that the assignee is able to perform the Client’s obligations. Explicyte may assign the Agreement to an affiliate or successor in connection with a reorganisation or transfer of its relevant business.

20.3 Independent contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, employment, fiduciary or agency relationship.

20.4 No waiver. Failure or delay in exercising a right does not constitute a waiver of that right.

20.5 Severability. If a provision is held invalid or unenforceable, it shall be limited or replaced to the minimum extent necessary, and the remaining provisions remain effective.

20.6 Public-sector contracts. Where mandatory public-procurement rules or a signed public-sector contract apply, those provisions prevail to the extent of any conflict.

20.7 Language. These Terms are drafted in English. Any translation is provided for convenience unless expressly agreed otherwise. In the event of inconsistency, the English version prevails, subject to mandatory law.

Article 21. Governing law and jurisdiction

21.1 Governing law. The Agreement is governed by French law, without regard to conflict-of-law rules.

21.2 Good-faith discussions. Before initiating court proceedings, the parties shall attempt in good faith to resolve any dispute through discussions between authorised representatives, except where urgent interim or protective relief is required.

21.3 Jurisdiction. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHERE BOTH PARTIES HAVE CONTRACTED AS TRADERS, THE COMMERCIAL COURT OF BORDEAUX SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING ITS FORMATION, VALIDITY, PERFORMANCE, TERMINATION OR CONSEQUENCES.

Where that jurisdiction clause is not legally enforceable, including for certain public institutions or non-trader professional entities, jurisdiction shall be determined in accordance with applicable procedural law or the specific Agreement.

Contact details

IMMUSMOL SAS / Explicyte
229 Cours de l’Argonne
33000 Bordeaux
France

Telephone: +33 (0)5 64 31 11 70
Online contact: Contact Explicyte