Summary — This document explains the rules for using services and content from Biovector Innovtions Ltd (“we”, “us”, “our”, “Biovector Innovations”). It covers our services (including pilots and consulting), fees, how we protect your data (see our Privacy Policy), intellectual property, disclaimers, limitations of liability, and how to contact us. Using our services means you accept these Terms.

1. Quick summary & scope

This document explains the rules for using services and content from Biovector Innovations Ltd (“we”, “our”). It covers pilots, consulting, deliverables, intellectual property, fees, data use, liability, and dispute resolution.

2. Definitions

• Client / You: The person, organisation, or entity contracting with Biovector Innovations.
• Services: Any consulting, pilot program, surveys, diagnostics, training, reports, or deliverables provided by Biovector Innoavations.
• Pilot: A short, limited trial engagement (typically 4-8 weeks) to test an intervention at defined locations.
• Deliverables: Final reports, data sets, SOPs, software, or other items expressly provided to the Client.

3. Acceptance of terms

By engaging Biovector Innovations to provide Services, or by using our website and materials, you agree to these Terms. Any separate written agreement signed by both parties supersedes these Terms where it expressly does so.

4. Scope of services

• We provide Services as described in proposals, statements of work (SOW), or quotes. Each engagement will include scope, deliverables, timeline, responsibilities, and fees.
• Services may involve field work, laboratory support, capacity building, and advisory work. We will perform Services with reasonable skill and care in accordance with accepted professional practices.

5. Client obligations

• Provide timely access to sites, personnel and information required for the work.
• Obtain permits or approvals needed locally.
• Cooperate with our team and provide accurate information.
• Ensure safety and welfare of site personnel and animals unless otherwise agreed.

6. Proposals & pilots

• Pilot proposals are time-limited and subject to availability. A pilot is confirmed only after mutual acceptance of scope and payment of any agreed deposit.
• Changes to scope requested by the Client will be handled via written change order and may affect fees and timeline.

7. Fees & payment

• Fees and payment milestones are specified in each proposal/SOW. Unless otherwise agreed, invoices are payable within 30 days of invoice date.
• Late payments may incur interest at 5% per month or the maximum permitted by law.
• All fees are exclusive of taxes; the Client is responsible for applicable taxes, duties, or withholding.

8. Cancellation & refunds

• If the Client cancels a confirmed engagement less than [insert number] days before scheduled start, the Client may remain liable for reasonable costs incurred and non-refundable deposits. Specific cancellation terms are set in each SOW.
• Refunds (if any) are processed only after reconciliation of costs and work performed.

9. Intellectual Property (IP)

Unless agreed otherwise in writing:

• We retain ownership of methodologies, templates, tools and background IP.
• The Client receives a non-exclusive license to use delivered materials for internal purposes only.

10. Data, confidentiality & publications

• Confidential information shared by either party shall be kept confidential and used only for the purposes of the engagement. Exceptions: information already public, independently developed, or required by law to be disclosed.
• Data produced during engagements (e.g., survey data, diagnostics results) will be handled per the Privacy Policy. Ownership and permitted uses of raw data and analyzed data will be specified in the SOW. We typically provide reporting data to Clients but reserve the right to use aggregated, anonymized findings for our learning and reporting unless restricted by contract.
• Requests to publish or publicly share results or case studies require prior written consent of both parties. When consent is given, both parties will agree on attribution and confidentiality for sensitive details.

11. Warranties & disclaimers

• Biovector Innovations warrants that Services will be performed with reasonable skill and care.
• No guarantee of specific outcomes: Because field conditions, ecosystems, and external factors vary, we do not guarantee specific biological, clinical, or economic results from interventions. Any projections or anticipated outcomes are estimates, not promises.
• Except as expressly set out herein, Services are provided “as is” and Biovector Innovations disclaims all other warranties to the maximum extent allowed by law.

12. Limitation of liability

• To the maximum extent permitted by applicable law, Biovector Innovations' total aggregate liability arising from or related to Services or these Terms shall not exceed the total amount of fees paid by the Client to Biovector Innovations under the relevant SOW during the 12 months preceding the claim.
• In no event shall Biovector Innovations be liable for indirect, incidental, consequential, special, or punitive damages (including lost profits, loss of business or data), even if advised of the possibility of such damages.

13. Indemnity

The Client shall indemnify and hold Biovector Innovations harmless from liabilities, damages, losses and expenses (including reasonable legal fees) arising out of:

• Client's breach of these Terms;
• Client's negligence or willful misconduct;
• Claims by third parties related to Client-provided data or materials.

14. Insurance

Biovector Innovations maintains professional liability insurance and public liability coverage consistent with industry practice for its operations. Upon request, evidence of insurance may be provided to contracting partners.

15. Termination

• Either party may terminate an engagement for material breach if the other party fails to cure the breach within 30 days of written notice.
• Either party may terminate for convenience with [insert days] days’ notice; termination charges and payment for work done through termination date will apply as set out in the SOW.

16. Force majeure

Neither party shall be liable for delays or failures in performance caused by events beyond their reasonable control (e.g., natural disasters, civil unrest, pandemics, supply chain interruptions). The affected party shall notify the other promptly and make reasonable efforts to resume performance.

17. Privacy & data protection

Processing of personal data is governed by our Privacy Policy. By using our Services you consent to processing as described in that policy.

18. Export controls, ethics & compliance

• The Client agrees to comply with applicable export control laws and to not use Services for prohibited activities.
• Biovector Innovations follows ethical and biosafety norms; Clients must not request or require us to act in ways that violate laws or ethical guidelines. We reserve the right to suspend or terminate work that presents unacceptable risk.

19. Changes to Terms

We may update these Terms from time to time. Material changes will be posted with an updated effective date. Continued use of Services after notice constitutes acceptance of updated Terms.

20. Governing law & dispute resolution

• These Terms are governed by the laws of [insert country, e.g., Kenya] without regard to conflicts of law principles.
• Parties will attempt to resolve disputes amicably via negotiation. If unresolved within 30 days, disputes shall be submitted to mediation; if mediation fails, either party may pursue legal remedies in the courts of [insert jurisdiction] or by arbitration if both parties agree.

21. Third-party services & links

We may use third-party services (Cloudflare, Carrd, Zoho, analytics) in delivering Services. Those providers' terms and privacy practices apply to data processed by them.

22. Contact

For questions, notices, or requests under these Terms:
Email: [email protected]
Postal: ...

23. Entire agreement

These Terms, together with any SOWs, proposals and the Privacy Policy, form the entire agreement between the parties and supersede prior communications and agreements.

24. Legal disclaimer

This Terms of Service is a general template for Biovector Innovations. It is not legal advice. For binding contracts or jurisdiction-specific requirements, consult qualified legal counsel.

End of Terms — last updated: 2026-02-01