Terms of Service
Last updated: January 1, 2025. Effective date: January 1, 2025.
These Terms of Service govern your use of the services provided by ToxSafe Analytics, including our toxicology testing services, regulatory advisory programs, and online portal. By submitting a service inquiry or entering into a service agreement with us, you agree to these Terms.
Services
Scope of services
ToxSafe Analytics provides toxicology testing, biological screening, data interpretation, and regulatory advisory services as described on our website and in individual service agreements. The specific scope, deliverables, turnaround times, and fees for each engagement are governed by a written service order or statement of work executed between ToxSafe Analytics and the client.
Service standards
All testing services are performed in accordance with applicable OECD guidelines and ISO 17025 accreditation standards. Regulatory advisory services are provided by qualified scientific professionals but do not constitute legal advice. Regulatory outcomes are not guaranteed.
Client Responsibilities
Accurate information
You are responsible for providing accurate and complete information about compounds submitted for testing, including known hazards, material safety data, and relevant prior test history. ToxSafe Analytics relies on client-provided information in designing and interpreting test panels.
Authorized use
You represent that you are authorized to submit the materials and compounds you provide to us for testing, and that such testing does not violate any applicable law, regulation, or third-party rights.
Regulatory responsibility
You remain solely responsible for all regulatory decisions and submissions made on the basis of our reports and advisory services. ToxSafe Analytics provides scientific analysis and documentation support; final regulatory strategy and submission decisions rest with the client.
Confidentiality
NDA coverage
All client compound data, formulation information, and consultation content is treated as confidential and subject to the non-disclosure obligations set out in your executed service agreement. In the absence of a separate NDA, we treat all client-submitted technical data as confidential by default.
Publication restrictions
ToxSafe Analytics will not publish, present, or otherwise disclose client-specific testing results or compound data without prior written consent, except as required by law or accreditation audit obligations.
Intellectual Property
Client data
Compound formulations, proprietary ingredient data, and other intellectual property you provide to ToxSafe Analytics remain your property at all times. We acquire no ownership rights in your materials.
Reports and deliverables
Upon full payment of applicable fees, you receive a license to use testing reports and advisory documents we produce for your internal business purposes. ToxSafe Analytics retains ownership of the underlying analytical methods, templates, and proprietary frameworks used to produce those deliverables.
Payment Terms
Fees
Service fees are as set out in your service order or as communicated in a formal quotation. All fees are quoted exclusive of applicable taxes unless otherwise stated.
Payment schedule
Unless otherwise agreed in writing, invoices are due within 30 days of issuance. Testing and advisory work may be paused on accounts with invoices outstanding beyond 45 days.
Limitation of Liability
Scope of liability
To the fullest extent permitted by applicable law, ToxSafe Analytics' total liability to you for any claim arising from our services is limited to the fees paid for the specific service giving rise to the claim.
Consequential damages
ToxSafe Analytics will not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or revenue, arising from or related to our services, even if we have been advised of the possibility of such damages.
Regulatory outcomes
We do not warrant that use of our testing reports or advisory services will result in regulatory approval or market clearance in any jurisdiction. Regulatory outcomes are determined by the applicable authority and are outside our control.
Governing Law and Disputes
Governing law
These Terms are governed by the laws of the jurisdiction in which ToxSafe Analytics is incorporated, without regard to conflict of laws principles.
Dispute resolution
In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. If negotiation does not resolve the matter within 30 days, disputes will be submitted to binding arbitration in accordance with the rules of a mutually agreed arbitral body.
Modifications and Termination
Changes to terms
We reserve the right to update these Terms of Service at any time. Material changes will be communicated to active clients at least 15 days prior to the effective date. Continued use of our services following the effective date constitutes acceptance.
Termination
Either party may terminate an active service engagement in accordance with the termination provisions of the applicable service agreement. These Terms survive termination with respect to obligations that have accrued prior to termination, including payment, confidentiality, and intellectual property provisions.
Contact
Questions about these terms
For any questions regarding these Terms of Service, please contact us at portal-inquiries@toxsafe-labs.com or by mail at 720 Science & Discovery Way, Suite 400, Biotech Valley.