MATIS’ GENERAL TERMS AND CONDITIONS

• SCOPE

These general terms shall apply to projects carried out by Matis. What is not specified in the agreement and its appendices where applicable, is outside the scope of this Agreement. The agreement and its appendices shall enter into force upon signature. These terms apply to all communication and tasks regarding the project and the incidents thereof.

• PROJECT MANAGEMENT AND OBLIGATIONS

The parties may specify a project management group/project manager, if so decided, it is obliged to monitor progress of the project on a regular basis. The project owner or its representatives are obliged to advise Matis on the execution of the project and ensure that necessary equipment and information are available and at hand as needed to resolve the project. Matis commits to perform to the best of its ability and complete the project on time. Matis is obliged to request information from the project owner that Matis considers necessary to complete the project. Matis may subcontract the execution of the entire project or individual parts. However, Matis shall supervise the work and inform the project owner of its progress.

• DELAYS AND CHANGES

Work duration is based on the assumptions given in the schedule. If the project owner changes the specifications after the commencement of work and the work is delayed as a consequence, Matis is not to be held responsible for the delay. The project owner is entirely responsible for the delays resulting from an incorrect protocol.

Similarly, if the protocol is inaccurate. Matis is not responsible for delays caused by unforeseen circumstances such as strikes, import restrictions, fires or other such events that cannot be anticipated. Delays occurring in the project, due to lack of information or tools and equipment’s belonging to the project owner, or delays on decisions regarding work, are the responsibility of the project owner. In case of predicted delay on Matis work the project owner shall be informed as soon as possible.

• CONFIDENTIALITY

In connection with this agreement between the parties they agree that, written, oral and electronic information, data or other items which is non-public, confidential or proprietary in nature, for which confidentiality is important, may not be passed on to a third party. The parties agree that all such data and/or information, that the parties indicate, in a written, oral or in electronic form in one way or another to be confidential data and/or confidential information, as well as data and information which due to its content or nature should be kept confidential, the parties shall keep secret as if it were their own confidential information and/or confidential data. The parties are furthermore obliged to secure that all employees, who they employ during the project, are informed of this confidentiality obligation and furthermore that they are bound to full confidentiality, in connection with their work during the project. This confidentiality obligation shall be valid for 5 years after the termination of the project.

• PAYMENTS

In general, all work performed by Matis will be accrued based on Matis tariffs unless otherwise agreed. Work performed by or for Matis by contractors is invoiced at the end of each month or by an agreed payment for accrued labour and other costs. The invoice due date is within 20 days of the date thereof, or otherwise Matis may demand penalty as they are determined by the Central Bank from time to time. Payments under this agreement shall be adjusted in accordance with changes in Matis tariffs. Matis is not required to report to the project owner on such changes.

• ARREARS/ NON-PAYMENT

In case of non-payment by the project owner according to the clause on PAYMENTS above, Matis may, in addition to an admission of interest on arrears, stop work until full payment has been made and is not responsible for the delays that occur due to this reason. Furthermore, Matis can terminate this agreement and charge the cost incurred by lawsuit. Project results are Matis property until full payment has been made.

• LIMITATION OF LIABILITY

To the fullest extent permitted under Icelandic law, the total liability of Matis, including its directors, employees, and contractors, for any and all claims arising out of or in connection with the project, shall be limited to the total amount paid by the project owner for the project in the last 3 months before the event giving rise to the claim. In no event shall Matis be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of data, or reputational harm. Nothing in this agreement shall exclude or limit liability for damages resulting from gross negligence, willful misconduct, or fraud on the part of Matis’s employees. The project owner acknowledges that services provided in relation to the project are for research and informational purposes only and do not constitute regulatory, legal, or nutritional advice. The project owner remains solely responsible for any decisions or actions taken based on the results or recommendations provided. Matis is not responsible for results of the project. The project owner is obliged to pay for Matis work regardless of the outcome of the project.

Verkkaupi samþykkir að þjónusta Matís sé eingöngu veitt í rannsóknar- og upplýsingaskyni og feli ekki í sér ráðgjöf um lög og reglugerðir sem gilda um verkkaupa eða næringarleiðbeiningar. Verkkaupi ber einn ábyrgð á ákvörðunum eða aðgerðum sem hann tekur á grundvelli niðurstaðna verkefnisins. Matís ber ekki ábyrgð á ákveðnum niðurstöðum verkefnisins. Verkkaupa ber að greiða fyrir vinnu Matís óháð árangri af verkefninu

• INTELLECTUAL PROPERTY RIGHTS

In this Agreement the parties may utilize various knowledge such as and not limited to copyrighted works, inventions, ideas, methods, trade secrets or other rights belonging to either party at the beginning of the project (prior knowledge). Both parties agree that any such rights existing at the beginning of the project shall remain the property of the relevant party. This will furthermore be the case although such prior knowledge will be used in the project, that is any use of such prior knowledge (whether protected or not) in the project, will have no effect on ownership of the said knowledge. If a new work to which copyright applies, an invention that will possibly be protected by a patent, an idea, a method, a trade secret or any other new knowledge that did not exist upon the initiation of the project is generated during the project, that knowledge, solution, invention or anything else that may be generated will become the property of the party that invented it in connection with its work in the project. If new knowledge, that is considered to be the joint property of the parties, is created, the parties are obliged to make a special contract between them in relation to that joint property and how it will be treated in addition to the rule set forth here after concerning possible application for protection of the new knowledge. In such a contract the parties, are obliged to determine each party’s share of the property. In any case and if the intention is to apply for protection for the knowledge and/or invention concerned, the parties should apply collaboratively and share the costs in proportion to each party’s share in the property. If one party to the joint property is not interested in applying for protection for such invention/new knowledge, it is obliged to assign its right to apply for protection to the other party. That party can then apply for a patent or other IP right for the invention/new knowledge and consequently carry all costs. Scientific papers, reports and reporting project results will be published in the following order unless the authors agreed otherwise.

• DISPUTES

This Agreement is governed by Icelandic law. Should there be disagreement regarding the items to which this agreement applies to, the paties are obliged to do everything possible to settle such a disagreement by reconciliation. If not successful, any disbute, controversy or claim arisiong under, out of or relating to this ageeement and any subsequest amendments of this agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to the District Court of Reykjavik, Iceland, that shall have exclusive jurisdiction.  

• TERMINATION

Notwithstanding Article 2 TIME-DURATION, if either party commits any material breach of any of the terms of this Agreement and that breach (if capable of remedy) is not remedied within 30 days of notice being given requiring it to be remedied and where such breach is not capable of remedy, the terminating party shall be entitled to terminate the Agreement with immediate effect. This Agreement may not be amended except in writing and signed by both parties. All notices to be given hereunder shall be in writing or e-mail and may be served by registered letter with return of receipt requested to the addresses at the head of this Agreement or to such other addresses as either party may from time to time designate to other party by written notice. Neither party may assign or sub-contract its rights or obligations hereunder without the prior written consent of the other party.