LIDYA GENOMICS YAZILIM ITHALAT VE IHRACAT A.S.
1.1. Service Provider: Lidya Genomics Yazilim Ithalat ve Ihracat A.S., Address: Universiteler Mah. 1606 Cad. C 3 Blok No: 4c Ic Kapi No: Z03 Cankaya / Ankara, Email: info@lidyagenomics.com, Phone: 03129632323, Tax No:
1.2. Service Recipient: [To be filled]
The following terms shall have the meanings set forth below in this Agreement:
The natural person who is the SERVICE RECIPIENT's own customer, patient, or person to whom the SERVICE RECIPIENT provides services.
The sample collection kit used for the purpose of collecting saliva and/or other biological specimens.
The saliva and/or relevant biological specimen obtained from the End User.
Kit supply, sample acceptance, laboratory/technical processing, performance of genetic and/or related analyses, production of decision-support reports/outputs, and their delivery to the SERVICE RECIPIENT.
The output produced as a result of analyses performed on the Sample, which does not serve a diagnostic purpose and covers content such as tendencies, predispositions, variants, probabilities, supportive commentary, and similar.
The digital systems through which the SERVICE PROVIDER delivers results, reports, notifications, or service workflows.
Special category personal data obtained from the Sample that indicates the genetic characteristics of a natural person.
Data that has been stripped of direct identifying elements and rendered such that it cannot reasonably be linked to a specific individual.
Primarily the KVKK (Law No. 6698), the Turkish Code of Obligations, the Turkish Commercial Code, consumer, health, medical laboratory, electronic commerce, advertising, intellectual property, and other related legislation.
The subject of this Agreement is the determination of the commercial terms for kit supply, sample acceptance, analysis, reporting, and related support services to be provided by the SERVICE PROVIDER within the scope of genetic testing and decision-support services that the SERVICE RECIPIENT will offer to its own customers/patients.
4.1. The services to be provided by the SERVICE PROVIDER under this Agreement are as follows:
a) Supply and delivery of sample collection kits;
b) Acceptance, registration, and tracking of samples sent by the SERVICE RECIPIENT;
c) Laboratory processing and genetic/related analysis of samples;
d) Production of decision-support reports/outputs based on analysis results;
e) Delivery of reports/outputs to the SERVICE RECIPIENT through the Platform or agreed channels;
f) Provision of technical support and informational services related to the services;
g) Other services agreed upon in writing by the Parties.
4.2. The SERVICE PROVIDER shall determine the scope, method, and technical details of the services in accordance with applicable legislation, scientific standards, and the terms of this Agreement.
4.3. The SERVICE PROVIDER reserves the right to update the content, scope, and technical infrastructure of the services, provided that it notifies the SERVICE RECIPIENT in advance of material changes.
5.1. The SERVICE PROVIDER shall perform the services in accordance with applicable legislation, scientific and technical standards, and the terms of this Agreement.
5.2. The SERVICE PROVIDER shall process, store, and transfer samples and data in compliance with applicable legislation, particularly the KVKK and related regulations.
5.3. The SERVICE PROVIDER shall take reasonable technical and administrative measures to ensure the security, confidentiality, and integrity of data obtained during service delivery.
5.4. The SERVICE PROVIDER shall deliver reports/outputs within the timeframes specified in this Agreement or agreed upon in writing by the Parties.
5.5. The SERVICE PROVIDER shall promptly inform the SERVICE RECIPIENT of any material issues, delays, or force majeure events that may affect the delivery of services.
6.1. The SERVICE RECIPIENT shall obtain all necessary consents, approvals, and authorizations from End Users in accordance with applicable legislation prior to collecting and transmitting samples to the SERVICE PROVIDER.
6.2. The SERVICE RECIPIENT shall ensure that samples are collected, stored, and transported in accordance with the instructions and standards provided by the SERVICE PROVIDER.
6.3. The SERVICE RECIPIENT shall not present reports/outputs provided by the SERVICE PROVIDER as a medical diagnosis, medical advice, or treatment recommendation to End Users.
6.4. The SERVICE RECIPIENT shall comply with all applicable legislation, including but not limited to the KVKK, health regulations, advertising regulations, and consumer protection laws, in its use and communication of reports/outputs.
6.5. The SERVICE RECIPIENT shall make payments in accordance with the terms and conditions specified in this Agreement.
6.6. The SERVICE RECIPIENT shall promptly notify the SERVICE PROVIDER of any complaints, claims, or legal proceedings initiated by End Users or third parties related to the services.
7.1. The reports/outputs produced under this Agreement are for informational purposes only and are of a decision-support nature. They do not constitute a medical diagnosis, medical advice, or treatment recommendation.
7.2. The SERVICE PROVIDER does not guarantee the accuracy, completeness, or clinical applicability of genetic analysis results for any specific medical purpose.
7.3. The SERVICE RECIPIENT acknowledges and agrees that End Users should be directed to consult qualified healthcare professionals for any medical decisions based on the reports/outputs.
7.4. The SERVICE PROVIDER shall not be liable for any damages arising from the SERVICE RECIPIENT's or End Users' interpretation, use, or misuse of reports/outputs in a manner inconsistent with their intended purpose.
7.5. Genetic analysis results may vary depending on scientific developments, database updates, and technological advancements. The SERVICE PROVIDER reserves the right to update reports/outputs in accordance with such developments.
8.1. Samples must be sent to the SERVICE PROVIDER in accordance with the packaging, storage, and transportation instructions specified by the SERVICE PROVIDER.
8.2. The SERVICE PROVIDER reserves the right to reject samples that do not meet the specified quality and quantity standards. In such cases, the SERVICE RECIPIENT shall be notified, and a replacement sample may be requested.
8.3. In cases where sample quality is insufficient for analysis or where analysis results are inconclusive, the SERVICE PROVIDER may request a new sample from the SERVICE RECIPIENT at no additional charge for the reprocessing, provided the original sample's inadequacy is not attributable to the SERVICE RECIPIENT's negligence.
8.4. Used or processed samples shall not be returned to the SERVICE RECIPIENT. The disposal and destruction of samples shall be carried out in accordance with applicable legislation and the terms of this Agreement.
9.1. Unless otherwise agreed in writing, the SERVICE PROVIDER aims to deliver results within approximately 14 business days from the date the analysis-suitable sample reaches them.
9.2. The SERVICE PROVIDER shall use reasonable efforts to deliver reports/outputs within the estimated delivery times communicated to the SERVICE RECIPIENT. However, these timeframes are indicative and may be subject to change depending on sample volume, quality, and technical conditions.
9.3. The SERVICE PROVIDER shall inform the SERVICE RECIPIENT of any material delays in service delivery and shall use best efforts to minimize such delays.
10.1. The fees for the services to be provided under this Agreement shall be determined in accordance with the price list agreed upon by the Parties or as set forth in the annexes to this Agreement.
10.2. The SERVICE PROVIDER shall issue invoices in accordance with applicable tax legislation and the payment terms agreed upon by the Parties.
10.3. Payments shall be made within the period specified in the invoice. In the event of late payment, default interest shall accrue in accordance with applicable legislation.
10.4. The SERVICE PROVIDER reserves the right to update prices by providing prior written notice to the SERVICE RECIPIENT. Updated prices shall apply to orders placed after the effective date of the price change.
10.5. Fees for services that have been initiated but not completed due to reasons attributable to the SERVICE RECIPIENT shall be payable in full, unless otherwise agreed in writing.
11.1. All intellectual property rights related to the services, including but not limited to software, algorithms, databases, report templates, analyses, methodologies, and know-how, shall belong exclusively to the SERVICE PROVIDER.
11.2. This Agreement does not grant the SERVICE RECIPIENT any ownership, license, or usage right over the SERVICE PROVIDER's intellectual property, except for the limited right to use reports/outputs for the purposes specified in this Agreement.
11.3. The SERVICE RECIPIENT shall not reverse-engineer, decompile, copy, modify, distribute, or create derivative works from the SERVICE PROVIDER's intellectual property without prior written consent.
12.1. Each Party shall keep confidential all information disclosed by the other Party in connection with this Agreement and shall not disclose such information to third parties without prior written consent, except as required by law.
12.2. The confidentiality obligation shall survive the termination or expiration of this Agreement for a period of five (5) years.
12.3. The following shall not be considered confidential information:
a) Information that is or becomes publicly available through no fault of the receiving Party;
b) Information that was already known to the receiving Party prior to disclosure;
c) Information that is independently developed by the receiving Party without reference to the disclosing Party's confidential information;
d) Information that is lawfully obtained from a third party without restriction on disclosure.
12.4. Each Party shall take reasonable technical and organizational measures to protect the confidential information of the other Party.
12.5. In the event of a breach of confidentiality, the breaching Party shall be liable for all damages suffered by the other Party.
13.1. The Parties shall comply with all applicable data protection legislation, including the KVKK (Law No. 6698), in the processing of personal data under this Agreement.
13.2. The SERVICE RECIPIENT, as the data controller in relation to End Users, shall be responsible for obtaining all necessary consents and providing all required disclosures to End Users prior to the collection and transfer of personal data to the SERVICE PROVIDER.
13.3. The SERVICE PROVIDER shall process personal data solely for the purposes specified in this Agreement and in accordance with the instructions of the SERVICE RECIPIENT, to the extent permitted by applicable legislation.
13.4. The SERVICE PROVIDER shall take appropriate technical and administrative measures to ensure the security of personal data and shall promptly notify the SERVICE RECIPIENT of any data breaches.
13.5. The SERVICE PROVIDER shall not transfer personal data to third parties or abroad without the prior written consent of the SERVICE RECIPIENT, except as required by applicable legislation.
13.6. The Parties shall enter into a separate data processing agreement, if required, to detail the terms and conditions of personal data processing under this Agreement.
13.7. The SERVICE RECIPIENT shall be responsible for responding to data subject requests received from End Users in accordance with applicable legislation.
13.8. Upon termination or expiration of this Agreement, the SERVICE PROVIDER shall delete, destroy, or anonymize personal data in accordance with applicable legislation and the SERVICE RECIPIENT's instructions, unless retention is required by law.
14.1. The SERVICE PROVIDER may store samples for the period required by applicable legislation and the terms of this Agreement.
14.2. Additional analyses on stored samples may only be performed upon the written request of the SERVICE RECIPIENT and with the appropriate consent of the End User.
14.3. The SERVICE PROVIDER may use de-identified data for scientific research, product development, and statistical analysis purposes, provided that such use complies with applicable legislation and the terms of this Agreement.
14.4. The SERVICE RECIPIENT acknowledges and agrees that de-identified data may be used by the SERVICE PROVIDER for the purposes specified in Article 14.3, and shall ensure that End User consents cover such use where required by applicable legislation.
15.1. The SERVICE PROVIDER shall maintain records of service delivery, sample processing, and data handling in accordance with applicable legislation.
15.2. The SERVICE RECIPIENT may, upon reasonable prior notice and during normal business hours, audit the SERVICE PROVIDER's compliance with the terms of this Agreement, subject to confidentiality obligations.
15.3. Both Parties shall comply with all applicable legislation and regulatory requirements in the performance of their obligations under this Agreement.
16.1. The SERVICE RECIPIENT shall indemnify and hold the SERVICE PROVIDER harmless against any and all claims, losses, damages, liabilities, costs, and expenses arising from or in connection with:
a) The SERVICE RECIPIENT's breach of this Agreement;
b) The SERVICE RECIPIENT's failure to obtain necessary consents from End Users;
c) The SERVICE RECIPIENT's misrepresentation of reports/outputs as medical diagnosis or treatment;
d) The SERVICE RECIPIENT's violation of applicable legislation;
e) Claims brought by End Users or third parties arising from the SERVICE RECIPIENT's acts or omissions.
16.2. The SERVICE PROVIDER shall indemnify and hold the SERVICE RECIPIENT harmless against any claims arising directly from the SERVICE PROVIDER's gross negligence or willful misconduct in the performance of services.
17.1. Except in cases of gross negligence or willful misconduct, the SERVICE PROVIDER's total aggregate liability under this Agreement shall not exceed the total fees paid by the SERVICE RECIPIENT to the SERVICE PROVIDER during the twelve (12) months preceding the event giving rise to the claim.
17.2. In no event shall the SERVICE PROVIDER be liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profit, loss of data, loss of business opportunity, or reputational damage.
17.3. The limitations set forth in this Article shall apply to the maximum extent permitted by applicable legislation.
18.1. This Agreement shall enter into force on the date of signature and shall remain in effect for the period specified herein.
18.2. Either Party may terminate this Agreement by providing written notice to the other Party at least thirty (30) days in advance.
18.3. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach that is not cured within fifteen (15) days of written notice of such breach.
18.4. Upon termination, the SERVICE RECIPIENT shall pay all outstanding fees for services rendered up to the date of termination.
18.5. The provisions of this Agreement that by their nature should survive termination, including but not limited to confidentiality, intellectual property, limitation of liability, and indemnification, shall survive the termination or expiration of this Agreement.
Neither Party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, wars, terrorism, epidemics, pandemics, government actions, power failures, internet disruptions, or other force majeure events. The affected Party shall promptly notify the other Party of the force majeure event and shall use reasonable efforts to mitigate its effects.
Neither Party may assign, transfer, or delegate its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party. Any purported assignment without such consent shall be null and void.
21.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Turkey.
21.2. The Parties shall first attempt to resolve any disputes arising from or in connection with this Agreement through good-faith negotiations.
21.3. If the dispute cannot be resolved through negotiations within thirty (30) days, either Party may submit the dispute to mediation as a mandatory pre-litigation condition.
21.4. In the event that the dispute is not resolved through mediation, the Ankara Courts and Enforcement Offices shall have exclusive jurisdiction.
22.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, and agreements.
22.2. Any amendment or modification to this Agreement shall be valid only if made in writing and signed by both Parties.
22.3. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
22.4. The failure of either Party to exercise any right or remedy under this Agreement shall not constitute a waiver of such right or remedy.
Annex-1: Price List and Payment Plan
Annex-2: Service Packages / Kit Types
Annex-3: End User Information and Consent Obligations Framework