General Terms and Conditions of Proteolutions UG (haftungsbeschränkt) for the Online Use of the Gene Sequence Tool for Non-Commercial Use

• 1. Scope

  • 1.1.

    These General Terms and Conditions (GTC) apply to all business relationships between the Customer and Proteolutions UG (haftungsbeschränkt), Rudower Chaussee 17, 12489 Berlin (hereinafter referred to as “Proteolutions”) concerning the use of the gene sequence tool provided on the website www.proteolutions.com.

  • 1.2.

    The use of the website and the services offered is exclusively reserved for public, non-commercial research institutions (e.g. state universities and publicly funded research institutions). Use by private individuals, commercial enterprises, or other non-eligible organizations is not permitted. Customers within the meaning of these GTC are exclusively institutions that meet these requirements as well as their expressly authorized staff members. Public law entities and public special funds are also considered customers within the meaning of these GTC. Access to the service is provided via individual user accounts assigned to staff members who act on behalf of their institution. The contracting party is the institution alone.

  • 1.3.

    Proteolutions reserves the right, during registration or before the first chargeable order, to request appropriate proof that the user is acting on behalf of an eligible institution and is authorized to be associated with such an institution.

• 2. Subject Matter and User Account

  • 2.1.

    Proteolutions offers a web-based tool on the website www.proteolutions.com for the calculation of gene sequences for the expression of desired amino acid sequences in a host organism specified by the customer. The calculation is based on a definition created by the user, which includes a provided sequence as well as additional parameters, in particular the selection of a specified host organism and, where applicable, the indication of sequence patterns to be excluded.

    The service exclusively comprises the algorithmic calculation and the provision of the resulting calculated gene sequence in digital form via email and in the user account. The delivery of physical DNA products is not part of the contract. Proteolutions emphasizes that despite algorithmic calculation, no guarantee is given for improved expression efficiency or protein yield.

  • 2.2.

    To use the chargeable services, a user account is required. Registration is free of charge and requires the user to provide complete and truthful information and to confirm that they are acting on behalf of an eligible institution. Access credentials may not be shared with third parties.

    The user account is linked to a natural person who acts on behalf of an eligible institution. The contracting party for all chargeable services is the institution specified during registration.

    The registration results in a free-of-charge usage agreement between the customer and Proteolutions, which grants access to the user account and enables the management of project-related content.

    There is no entitlement to the creation or permanent maintenance of a user account.

    The user account is not transferable to third parties.

    Users are required to keep their passwords confidential and to secure access to their user account carefully. If there is any indication of misuse of the user account by third parties, Proteolutions must be informed immediately.

    Users are liable for all activities performed using their user account unless they are not responsible for the misuse.

    Proteolutions will not share a user's password with any third party and will never ask for a password by email or phone.

  • 2.3.

    Proteolutions reserves the right to suspend or delete user accounts if there are indications of unauthorized use, incorrect information, or lack of eligibility.

  • 2.4.

    Within the user account, users can store calculation definitions, manage projects, and place chargeable calculation orders. Further details about available functions and usage options are described on the website.

    Users who are not logged in may prepare a calculation definition with limited functionality. This preparation does not constitute a binding offer and does not result in the conclusion of a contract. The data is stored locally in the browser. Upon later login, the definition may be transferred, provided this is technically possible. There is no entitlement to availability.

• 3. Conclusion of Contract

  • The contract for the chargeable use of Proteolutions’ services is concluded when the customer, after creating one or more calculation definitions (each consisting of a provided sequence and additional parameters, in particular the selection of a specified host organism and, where applicable, the indication of sequence patterns to be excluded), enters the billing information and explicitly agrees to the General Terms and Conditions, the Privacy Policy, the Sequence Transfer Agreement, and the declaration of exclusive non-commercial use, then clicks the final button (“Place Order” or “Continue via Mollie”), and Proteolutions accepts the offer.

  • If the payment method “Invoice” is selected, the offer is accepted by sending the invoice and commencing the calculation. If a payment method via Mollie is selected, the offer is accepted by confirmation of a successful payment transaction by the payment service provider (status “paid”).

  • There is no entitlement to the conclusion of a contract. Proteolutions reserves the right to reject offers without stating reasons. Proteolutions is not obliged to redirect the customer to the Mollie payment provider or to offer a specific payment method.

  • The General Terms and Conditions and the Sequence Transfer Agreement are stored by Proteolutions and sent to the customer together with the invoice by email.

  • The invoice is deemed to have been delivered once it has been sent to the email address specified for billing during the order process. No additional delivery in paper form will be made.

  • The user further undertakes to use the tool solely in compliance with applicable law, in particular the law of the Federal Republic of Germany, and with the provisions of these GTC and the Sequence Transfer Agreement. In particular, it is prohibited to use the tool for the development, analysis, modification, or optimization of biological sequences whose application is likely to cause harm to humans, animals, or the environment. This applies especially to sequences associated with pathogenic, toxic, environmentally hazardous, or biologically weaponizable properties, or those that could be used for such purposes. The use of the tool for security-relevant, military, or otherwise high-risk applications is expressly prohibited.

• 4. Prices and Payment Terms

  • 4.1.

    All prices are stated in euros and are net amounts. For customers based in Germany, statutory VAT is shown separately and added to the net amount. Prices and totals are displayed using the itemized method. For intra-Community supplies and exports to third countries, invoicing is carried out net, provided that the requirements of the applicable tax regulations are met (e.g., reverse charge procedure).

  • 4.2.

    Payment may be made in advance via the payment service provider Mollie (e.g. credit card, PayPal, SEPA bank transfer) or by invoice within 14 days of receipt of the invoice by email. Available payment methods are displayed to the customer during the ordering process. If “invoice” is selected as the payment method, the amount stated must be transferred to the bank account of Proteolutions specified in the invoice. If payment is made by bank transfer via Mollie, Proteolutions expects receipt of payment within 14 days after the order has been completed. If payment is not received within this period, the offer is deemed not to have been accepted.

  • 4.3.

    If a prepayment method via the payment service provider Mollie is selected, payment processing is carried out by Mollie B.V., Keizersgracht 313, 1016 EE Amsterdam, the Netherlands (hereinafter referred to as “Mollie”). The individual payment methods offered via Mollie are communicated in the online shop. Mollie may make use of other payment services for processing payments, which may be subject to specific conditions; the customer will be informed separately where applicable. Further information on Mollie is available at www.mollie.com/en.

    Payment processing takes place solely within the framework of a separate contractual relationship between the customer and the payment service provider. Proteolutions is not a party to this payment services contract.

  • 4.4.

    Proteolutions reserves the right to offer certain payment methods only to specific customers or in specific situations.

  • 4.5.

    In case of payment default, the statutory provisions of the Federal Republic of Germany shall apply. Proteolutions is entitled to suspend further processing until payment has been received.

  • 4.6.

    The payment method “Invoice” must be applied for separately. Proteolutions reserves the right to reject the application without stating reasons or to deactivate the option at a later time. There is no entitlement to use this payment method.

• 5. No Right of Withdrawal

  There is no right of withdrawal. Proteolutions UG (haftungsbeschränkt) exclusively provides services to business customers. Therefore, the statutory right of withdrawal pursuant to Section 355 of the German Civil Code (BGB) does not apply.

• 6. Provision of Results / Service Period

  The calculated gene sequences are made available to the customer via the user account and additionally sent to the email address stored therein. Customers may export the data in FASTA format.

  The calculation process begins upon acceptance of the contract by Proteolutions and may take up to 14 calendar days. The indicated service period is subject to technical availability and typical system runtimes. In the event of unexpected disruptions or peak loads, the processing time may be reasonably extended.

  Proteolutions does not guarantee that the calculated gene sequences will result in improved expression or higher yields in the specified host organism compared to other possible gene sequences.

  The delivery of physical DNA products is not part of the contract.

• 7. Rights of Use to the Calculated Gene Sequences

  After full payment of the fee and explicit agreement to the Sequence Transfer Agreement, the customer is granted a non-exclusive, territorially and temporally unrestricted right to use the calculated gene sequences – exclusively for non-commercial purposes. Any violation of the agreement entitles Proteolutions to immediately revoke this right of use. Commercial use is explicitly excluded. In particular, the following uses are prohibited, including but not limited to:

  • sale, licensing, rental, export, transfer, or other distribution for financial or other commercial purposes;
  • provision of services for financial purposes, including but not limited to suitability testing, preclinical or clinical trials, bioproduction or manufacturing services, or any other compensated use by a contract research organization, university core facility, or other third-party provider;
  • production or manufacturing of products for general sale, including but not limited to the use in commercial manufacturing processes such as cell cultivation, fermentation, conversion, bioproduction, or isolation processes;
  • use as a research tool to obtain information for commercial purposes, including but not limited to performance evaluations of the calculated sequences for commercial protein production;
  • use in clinical trials or other studies regulated by governmental agencies (e.g., FDA, EMA, EPA, etc.) or in humans;
  • collection and commercial exploitation of data on sequences of nucleic acids, proteins, or other biological polymers, or on relative quantities of biological substances or biological activities;
  • creation and use of complete or partial genome sequences, plasmids or other vectors, cells, or viruses for financial purposes.

  If the customer intends to make commercial use of the gene sequences calculated by Proteolutions, a separate agreement with Proteolutions is required. The conditions for such use must be contractually agreed on an individual basis. Inquiries regarding commercial use may be directed to: commercial@proteolutions.com.

• 8. Termination of the Free User Account

  The free user account may be terminated by either party at any time without stating reasons. Termination can be carried out via the “Delete User account” function within the user account itself.

  Upon termination, the user's account will be deleted and the free contractual relationship regarding the user account shall end. The rights and obligations associated with the chargeable calculated gene sequences, including the applicable terms of use, remain unaffected. Deletion of the user account is carried out in accordance with applicable data protection and recordkeeping regulations.

• 9. Limitation of Liability

  Proteolutions is generally liable only in cases of intent or gross negligence. Furthermore, Proteolutions is also liable in cases of negligent breach of obligations if this results in injury to life, body, or health, or if a guarantee or claims under the Product Liability Act are affected. Proteolutions is also liable for the negligent breach of duties whose fulfillment is essential for the proper execution of the contract, the breach of which endangers the achievement of the purpose of the contract, and on the compliance with which the user regularly relies. In the latter case, Proteolutions is not liable for damages that are not foreseeable or not typical for the contract. Proteolutions is not liable for slightly negligent breaches of other obligations. The above limitations of liability also apply to agents and vicarious agents of Proteolutions.

• 10. Final Provisions

  • 10.1.

    The law of the Federal Republic of Germany shall apply to all legal relationships between the parties, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

  • 10.2.

    The exclusive place of jurisdiction for all disputes arising from the contractual relationship and the place of performance between the customer and Proteolutions shall be the registered office of Proteolutions.

  • 10.3.

    Should individual provisions of these General Terms and Conditions be wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, a regulation shall apply that most closely approximates the economic intent of the invalid provision.

  • 10.4.

    The contractual language is English. These General Terms and Conditions are intended for professional use by public institutions familiar with international scientific and contractual terminology.