If you have a current Laboratory Services Agreement (LSA) with Baylor Genetics, these terms do not apply, and your order will be subject to the terms of your LSA as of the date that your order is received. In the absence of a current LSA, you agree to be subject to these Terms and Conditions when ordering genetic testing services (“Lab Services”) from Baylor Genetics from outside the United States. Baylor Genetics will NOT accept any requests for Lab Services from anyone located in a foreign country that is on the United States foreign adversary list at 15 CFR 791.4.
1. PROVISION OF SERVICES
1.1. Parties
Baylor Genetics is a CLIA certified laboratory, located within the United States, which provides clinical genetic testing services pursuant to a written order submitted by or on behalf of a healthcare provider authorized under their country/province laws to order genetic tests. Baylor Genetics does not provide direct-to-consumer genetic testing and will not accept requests for testing from non-healthcare providers or their authorized representatives. As a Covered Entity subject to Federal HIPAA laws and regulations, Baylor Genetics will manage the data derived from Lab Services in accordance with HIPAA and applicable state medical records and privacy laws. Pursuant to these Terms and Conditions, Baylor Genetics acts solely as a data processor and not as a controller for purposes of GDPR and other international privacy laws.
The person ordering Lab Services under these Terms & Conditions is referred to as (“You/Your”) and represents that they are authorized under their country’s laws to order genetic testing.
You and Baylor Genetics are referred to together herein as the “Parties” and each, individually, as a “Party.”
1.2. Lab Services. Subject to the completion of an Order Form Baylor Genetics agrees to provide You with the genetic testing services described in the applicable Order Form. Baylor Genetics Order Forms are available on Baylor Genetics’ website at https://www.baylorgenetics.com. Baylor Genetics will only accept paper Order Forms from international providers.
1.3. Performance Standards. Baylor Genetics shall perform the Lab Services in a professional and timely manner in accordance with Baylor Genetics’ then-current standard operating procedures.
1.4. Specimen(s): Collection & Transport.
a. Test Kit. Baylor Genetics will not supply the test kit for collection of the sample(s).
b. Collection. You agree to provide Baylor Genetics with specimen(s) for genetic testing based on the specific specimen requirements found on the Baylor Genetics’ website at https://www.baylorgenetics.com. You agree to follow the specimen requirements relevant to the specific genetic testing ordered and to be provided by Baylor Genetics. You assume all costs associated with Your failure to follow the specimen requirements. You are responsible for obtaining all required consents for the Lab Services required under applicable laws in your jurisdiction.
c. Transport. All specimen(s) must be shipped in the manner specified by the specimen requirements on the Baylor Genetics website (http://www.baylorgenetics.com) to the following address:
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- Baylor Miraca Genetics Laboratories
- 2450 Holcombe, Grand Blvd. – Receiving Dock
- Houston, Texas 77021-2024
You are responsible for meeting all shipping requirements, including CDC registration and the cost of shipping the specimen(s) to Baylor Genetics. The risk of loss or damage to the specimen(s) remains with You until the specimen(s) is received by Baylor Genetics.
d. Receipt. Upon receipt of the specimen(s), Baylor Genetics will use commercially reasonable efforts to meet our published turnaround times. Baylor Genetics will notify you if the specimen(s) are missing required information or received in damaged, contaminated, or improperly preserved condition. The following information must be included with the specimen(s): 1) Patient’s Name and date of birth, and 2) date of collection for each specimen. Baylor Genetics will not process the sample if any of this information is missing.
1.5. Raw Data. Raw data (including FastQ, BAM, VCF) and all curatorial content resulting from review and curation of variants shall be owned by Baylor Genetics, and Baylor Genetics will have the right to store and distribute this content, subject to applicable United States and international data privacy and data protection laws, including without limitation, HIPAA, and HITECH.
1.6. Proprietary Rights. Any and all of Baylor Genetics’ test procedures, materials, methods, and reports (collectively the “Testing Services”) provided in connection with this Agreement are the proprietary products of Baylor Genetics and its licensors. You acknowledge and agree that the Lab Services are proprietary products of Baylor Genetics and its licensors, protected under trade secret laws, patents, copyright laws and international treaties.
You further acknowledge and agree that all rights, title and interest in and to the Lab Services including associated intellectual property rights and all improvements, modifications, revisions, derivative works, and customization are and shall remain the sole and exclusive property of Baylor Genetics and its licensors.
2. FEES AND PAYMENTS
2.1. Price. For the provision of the Lab Services You agree to pre-pay Baylor Genetics at its then current rate. To arrange for pre-payment, contact [email protected] or call 1-800-411-4363 and select Option 2. You may pre-pay test fees by (a) paying for each test prior to sending the sample(s), or (b) depositing a lump sum pre-payment as directed by Baylor Genetics that covers future testing services. For lump sum pre-payments, Baylor Genetics will withdraw the appropriate fees each time a test is ordered, and any unused funds would be fully refunded to You after completion of the testing and delivery of the report. You must make the prepayment before sending Baylor Genetics any specimen(s) for genetic testing. Baylor Genetics will not provide any genetic testing services until pre-payment is received. If advance payment of the testing fee is not received, Baylor Genetics will not conduct the test and will dispose of the sample after 30 days. You assume any and all liability for destroyed samples due to failure to pre-pay for Lab Services requested.
3. TERMINATION
3.1. You may cancel the Lab Services as outlined on the Baylor Genetics website at: https://www.baylorgenetics.com/%20cancel-test and agree to be subject to the terms as outlined therein.
4. CONFIDENTIALITY
4.1. Confidentiality. Baylor Genetics complies with HIPAA privacy and security standards as well as all applicable data privacy laws.
5. OTHER PROVISIONS
5.1. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION HEREIN TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS & CONDITIONS, REGARDLESS OF WHETHER THE NONPERFORMING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT. FURTHERMORE, IN NO EVENT SHALL BAYLOR GENETICS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE LAB SERVICES.
5.2. Force Majeure. In the event that either Party is delayed in or prevented from performing its obligations under this Agreement, in whole or in part, due to a cause beyond its reasonable control and without its fault or gross negligence, including an act of God, fire, flood, explosion, epidemic, civil disorder, strike, lockout or other labor trouble, material shortages of utilities, delay in transportation, breakdown or accident, any law, judgment, demand or requirement of any governmental authority, riot, war, or other cause beyond the reasonable control of the Parties (each a “Force Majeure Event”), then upon written notice to the other Party, (a) the affected obligations thereunder will be suspended to the extent reasonably necessary during the period of the Force Majeure Event, (b) neither Party will have any liability to the other Party or any other person in connection with such suspended obligation and, (c) the Parties will resume performance as soon as practicable after the Force Majeure Event has ended.
5.3. Independent Contractors. The Parties are independent contractors, and nothing herein shall be deemed or construed to create an employment or agency relationship between the Parties.
5.4. Governing Law and Jurisdiction. The internal laws of the State of Texas (without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction) shall govern all matters arising out of or relating to these Terms & Conditions, and all actions contemplated thereby, including its validity, interpretation, construction, performance and enforcement and any disputes or controversies arising therefrom or related thereto. The Parties agree and acknowledge that any dispute about or involving these Terms & Conditions will be adjudicated in the state and/or federal courts of the United States located in Harris County, Texas.