These Terms and Conditions ("Terms") form a legally binding agreement between you, as a Customer and user of the Service ("You" or "Customer"), and eProfiler Solutions Ltd ("Company", "We", "Us", or "Our"), a company incorporated under the laws of England and Wales (Company Number 12337008B) with its registered address at 271 High Street, Berkhamsted, Hertfordshire, HP4 1AA, United Kingdom. Contact details are set out on Our website at www.eProfilerSolutions.com and in documents linked thereto.

These Terms apply exclusively to business-to-business (B2B) transactions. By subscribing to, purchasing, or using Our Services, Devices, or Sensors, You agree to these Terms. If You are entering into these Terms on behalf of a business or entity, You represent that You have the authority to bind that entity.

1. Definitions

"Company IP": Includes (without limitation) inventions, know-how, copyright materials, patents, processes, software, images, designs, trademarks, trading names, or the set-up of Our Devices, Sensors, applications, and Services.
"Customer": The business or entity subscribing to and using the Service.
"Customer Data": Test results, analyses, profiles, and any other data or materials generated by or on behalf of You through Your use of the Services.
"Devices" and "Sensors": The physical elements of the Company's Service that are purchased (or, in the future, leased or rented) by the Customer to create and use material Profiles on samples taken from Subjects.
"Goods": Physical items such as Devices and Sensors.
"Profile": The electronic fingerprint describing the bioelectrical or electrochemical properties of a material in a given state and concentration. Distinct Profiles may be held in Our eProfiler Cloud Services library (e.g., for proteins in native or denatured states).
"Profiling": The process of detecting the unique electrical properties of a material in a given state and concentration using Our Devices, Sensors, mobile applications, and cloud software.
"Service": Goods and services available from the Company, including (but not limited to) subscription-based services, mobile applications, cloud services, and physical measurement Devices (purchased or, in the future, leased or rented) and Sensors (purchased).
"Service-Generated Data": Results of Profiling tests and anonymized information relating to the Subject, including all Profiling testing data and results obtained from samples You collect.
"Subject": The person (e.g., individual, employee, customer), place (e.g., water source, bio-manufacturing plant), or thing (e.g., animal, laboratory culture, research batch) from which a sample (e.g., water, food, blood, urine, saliva, sputum, feces, or other bodily fluids) is taken for Profiling.

2. Limitations of the Detection Service

The Service detects or does not detect one or more Profiles in a sample provided by a Subject, using Our patented technology to identify unique electronic fingerprints (i.e., Profiles) associated with materials (e.g., nucleic acid sequences or protein structures).

While Our technology is more reliable and accurate than many alternatives, it is sensitive, and results may be incorrect in rare cases due to factors like sample contamination. We do not guarantee accuracy.

A positive detection may be incorrect (e.g., due to contamination). Follow Our Standard Operating Procedures, including using the TesterAPP and single-use Devices/Sensors.
A negative detection indicates the material was not found in the sample but does not confirm absence in the full Subject.
Inconclusive results are inherently uncertain, and a Subject's state may change post-sampling.

3. Consent for Taking the Test

If the Subject is a person, You must provide them with an Information and Consent Form before Profiling. Guidelines for this form are incorporated by reference and form part of these Terms.

For children, obtain consent from a parent or legal guardian. We require express consent for sample collection and Profiling. We may refuse to process or delete results if consent is lacking or revoked, requiring a re-test.

4. Our Reporting Obligations and Privacy

You are responsible for complying with local laws on reporting test results (e.g., for microorganisms like COVID-19). We do not hold any personal data or personally identifiable information; all data is anonymized and linked to anonymous test identifiers. For details on data handling, see Our separate Privacy Policy, Website Terms of Use, and Cookie Policy at www.eProfilerSolutions.com.

Subjects may use an eProfiler or third-party Health Passport APP to manage results. We have no visibility into APP-held data.

You may access results with the Subject's consent. Where the Subject is a person, obtain and evidence consent.

By using the Service, You consent to Us retaining Profiling event data against anonymous identifiers and using it for aggregated purposes (e.g., pandemic tracking), as detailed in Section 9 (Intellectual Property).

5. Information You Provide to Us

Ensure all information provided (e.g., anonymized Profiling data, organizational details) is accurate and up-to-date. Do not provide false information; correct inaccuracies promptly.

6. Subscription, Renewal, and Cancellation

Subject to compliance and payment, You may access the Service locally via the TesterAPP and remotely via cloud services.

The Service may evolve (e.g., new Sensors, Profiles). New features may require additional conditions or fees and may not be included in existing subscriptions. In the future, We may offer leasing or renting of Devices and return programs for Sensors (subject to separate terms).

You may cancel Your account anytime by written notice. Personal data (if any) may be deleted, but We retain certain anonymized data (e.g., Profiles, test analysis) obtained pre-cancellation. No refunds for partial periods unless specified.

7. Subscription Charges and Payments

Subscription details (period, billing units, pricing) are on Our website. Billing units cover processing, analysis, and Profile use; pricing varies by customer category, volume, and duration.

Charges are billed to Your payment method on file. Additional purchases (e.g., Devices, Sensors) are one-off; Sensors auto-replenish based on tracked usage.

If payment fails, We may suspend access or terminate the subscription.

8. Our Right to Terminate the Subscription

We may terminate or suspend for breach (e.g., non-payment, misuse). No refunds for Your breach.

9. Intellectual Property

All rights, title, and interest in and to the test results, analyses, profiles, and any other data or materials generated by or on behalf of You (the "Customer") through Your use of the Services (collectively, "Customer Data") shall be owned exclusively by You. We do not claim any ownership rights in Your Customer Data. For clarity, Customer Data includes, but is not limited to, raw test results, processed analyses, and any material profiles created by You based on the electronic properties measured by Our devices and sensors.

By using the Services and submitting or generating Customer Data, You hereby grant Us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers), and transferable license to access, use, reproduce, modify, adapt, distribute, display, perform, and create derivative works from the Customer Data for the following purposes:

To develop, improve, and maintain Our master profiles of materials (based on aggregated electronic properties), which may be offered for sale or license to other clients or third parties; and
To create, generate, and publish anonymized or aggregated summary reports, statistics, estimates, models, benchmarks, or other derived insights that do not identify, disclose, or reference any specific Customer Data, individual test results, or any identifiable information about You or Your operations.

This license shall survive any termination or expiration of these Terms and Conditions or Your use of the Services. You represent and warrant that You have all necessary rights to grant this license without infringing any third-party rights.

We will not use Customer Data in any manner that: (i) identifies You or any specific test result, analysis, or profile attributable to You without Your prior written consent; (ii) discloses Your confidential information (as defined in Section [X – Confidentiality]); or (iii) directly competes with Your business by recreating or reverse-engineering Your specific proprietary materials or processes. All uses of Customer Data under the license in Section 9 shall be conducted in an aggregated, anonymized, or de-identified form to the extent necessary to prevent re-identification of You or Your Customer Data. We will implement reasonable technical and organizational measures to protect Customer Data from unauthorized access or disclosure during such uses.

We retain all rights, title, and interest in and to Our Services, platform, devices, sensors, master profiles, algorithms, models, and any other intellectual property developed by Us independently of Your Customer Data (collectively, "Company IP"). Nothing in these Terms grants You any ownership rights in Company IP. Subject to Your compliance with these Terms, We grant You a limited, non-exclusive, non-transferable, revocable license to access and use the Services and any master profiles You purchase or subscribe to, solely for Your internal business purposes during the term of Your subscription.

If You provide any feedback, suggestions, or ideas regarding the Services ("Feedback"), You grant Us a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback without restriction or obligation to You. Additionally, any improvements or enhancements to Our Services or Company IP resulting from Our permitted use of Customer Data shall be owned exclusively by Us.

We represent that Our use of Customer Data will comply with applicable data protection laws and these Terms. Upon Your written request, We will provide reasonable information about Our anonymization and aggregation practices to demonstrate compliance with this Section.

10. Customer's Right to Cancel

As this is a B2B service, cancellation rights are limited. For Goods (Devices/Sensors), You may cancel within 7 days of receipt if unused and in original packaging, subject to Our approval. No cancellations for Services once commenced.

We do not accept returns of used Sensors, which are single-use and may classify as electrical or biological waste. You are responsible for proper disposal or sterilization of used Sensors in compliance with applicable laws; We will not process returns of biological waste. In the future, if We introduce Sensor return programs, separate terms will apply.

Effects: Approved refunds (minus delivery/restocking fees) within 14 days, using the original payment method.

Suggested Cancellation Form

To: eProfiler Solutions Ltd via info@eProfilerSolutions.com

I/We hereby give notice that I/We* cancel my/our* contract of sale of the following Goods and/or for the supply of the following services*:

Customer Name:

Customer Address:

Account number:

Order number:

Ordered on:

Received on:

Customer signature:

Electronic signature accepted

Date:

* Delete/complete as appropriate

11. Use of the Service

Use for legitimate business purposes (e.g., developing services for Your clients). Prohibited: Unlawful use, Profiling without consent, misleading information. Breach may lead to termination.

12. Use of the Sensors

Sensors are for single use with Our Devices only. Deposits are refunded on tracked usage; non-refunded if unaccounted. Misuse may lead to termination. You are responsible for disposal as electrical/biological waste.

13. Our Right to Refuse to Process a Test

We may refuse or withhold results for breach, false information, or legal reasons. Refunds if no fault on Your part.

You may discontinue if the Subject is uncooperative or withdraws consent.

14. Contact Information for Complaints

Contact: info@eProfilerSolutions.com or via Our website or via Help Desk reached via the Members Area (Sign In) of our website.

15. Warranties and Disclaimers

We warrant Services to conform to descriptions. No other warranties (e.g., merchantability, fitness) are implied.

16. Limitations on Liability

No liability for reliance on results, disruptions, data loss (unless Our fault—then refund/re-test).

No indirect/consequential losses; max liability equals charges paid.

Nothing excludes liability for death/injury from negligence, fraud, or non-excludable rights.

17. Indemnity

You indemnify Us against all claims, losses, or liabilities arising from Your misuse of the Service, Devices, Sensors, or breach of these Terms (including improper disposal, lack of consents, or unlawful Profiling).

18. Force Majeure

We are not liable for delays/failures due to events beyond reasonable control (e.g., strikes, pandemics, natural disasters), provided We notify You and mitigate.

19. General

Severability: Invalid provisions do not affect others.
Third Parties: No rights under Contracts (Rights of Third Parties) Act 1999.
Waiver: No waiver unless written.
Governing Law and Disputes: These Terms are governed by the laws of England and Wales. Disputes shall be resolved exclusively in the courts of England and Wales or, at Our option, through arbitration under the rules of the London Court of International Arbitration (LCIA). If We relocate Our headquarters (e.g., to Singapore), We may amend the governing law and dispute resolution upon 30 days' notice.
Amendments: We may amend these Terms and publish updates on Our website. We will notify existing Customers of material changes via email or account portal; continued use constitutes acceptance.
Assignment: We may assign these Terms; You may not without Our written consent.