Last updated: January 15, 2025
These Terms of Service ("Terms") govern your access to and use of the Haelixa website at haelisa.com, the Haelixa TraceCloud platform, and all related products and services (collectively, the "Services") provided by Haelixa AG, Technoparkstrasse 1, 8005 Zurich, Switzerland ("Haelixa," "we," "our," or "us").
By accessing our website or using any Haelixa Service, you agree to be bound by these Terms. If you are using the Services on behalf of a company or other organization, you represent that you have authority to bind that organization and that "you" refers to that organization. If you do not agree to these Terms, you must not use our Services.
Haelixa provides a molecular traceability platform comprising: (a) DNA code generation and management services; (b) nano-encapsulated DNA marker products for integration into materials; (c) portable and laboratory-based detection services; (d) the TraceCloud analytics and supply chain visualization platform; and (e) related professional and support services.
The haelisa.com website provides general information about Haelixa's company, products, and services. Use of the website is subject to these Terms. The website does not constitute a binding offer and all commercial engagements require a separate written agreement or order confirmation.
Haelixa reserves the right to modify, enhance, or discontinue any aspect of its Services at any time. For enterprise clients under active contracts, material changes to the Services will be communicated with reasonable advance notice.
Access to the TraceCloud platform requires an enterprise service agreement. Account credentials are issued to authorized personnel of the contracting organization. You are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under your account.
You may use the Services only for lawful purposes and in accordance with these Terms and any applicable service agreement. You represent that all information you provide to Haelixa is accurate and complete.
You must promptly notify Haelixa of any unauthorized use of your account or any other security breach at security@haelisa.com. Haelixa will not be liable for any loss resulting from unauthorized account access that you failed to prevent despite reasonable care.
All intellectual property in the Services — including but not limited to: the DNA encoding platform, encapsulation technology, detection algorithms, TraceCloud software, databases, documentation, trademarks, logos, and all content on haelisa.com — is owned by or licensed to Haelixa AG and is protected by applicable intellectual property laws.
Subject to a valid service agreement and timely payment of fees, Haelixa grants enterprise clients a limited, non-exclusive, non-transferable license to access and use the TraceCloud platform for the client's internal business purposes during the term of the agreement. This license does not include the right to sublicense, reverse engineer, or create derivative works.
You retain ownership of all supply chain data, sample information, and other business data you submit to the Services ("Client Data"). You grant Haelixa a limited license to use Client Data solely to provide the Services to you and as described in our Privacy Policy and any applicable Data Processing Agreement. Haelixa will not use Client Data for any other purpose or share it with third parties except as required to deliver the Services or as mandated by law.
If you provide Haelixa with any suggestions, feedback, or ideas regarding our Services, you grant Haelixa a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such feedback without restriction or obligation to you.
You may use the Services for legitimate commercial purposes including material authentication, supply chain traceability, regulatory compliance, and life sciences research, subject to these Terms and any applicable service agreement.
You must not use the Services to:
Pricing for Haelixa's products and Services is set out in individual service agreements or order confirmations. All prices are exclusive of value-added tax (VAT) or other applicable taxes unless stated otherwise. Applicable taxes will be added to invoices as required by law.
Invoices are due and payable within 30 days of the invoice date unless otherwise agreed in writing. Late payments may attract interest at the statutory rate under Swiss law. Haelixa reserves the right to suspend Services for accounts with overdue invoices following written notice.
If you believe an invoice is inaccurate, you must notify Haelixa in writing within 14 days of the invoice date, identifying the disputed amount and providing supporting reasons. Undisputed portions of invoices remain due on normal payment terms.
Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it only for purposes contemplated by these Terms or any applicable service agreement. "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Obligations of confidentiality do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known prior to disclosure; (c) is independently developed without reference to confidential information; or (d) is required to be disclosed by law or court order, provided the disclosing party gives prompt prior written notice where legally permitted.
Haelixa warrants that: (a) the Services will perform materially in accordance with applicable documentation under normal use conditions; (b) it holds all intellectual property rights necessary to provide the Services; and (c) it will comply with applicable data protection laws in processing personal data.
You warrant that: (a) you have authority to enter into these Terms and any applicable agreements; (b) your use of the Services will comply with all applicable laws and regulations; and (c) Client Data does not infringe the intellectual property rights of any third party.
EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HAELIXA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET YOUR SPECIFIC REQUIREMENTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(a) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) HAELIXA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THESE TERMS OR ANY SERVICE AGREEMENT IN ANY 12-MONTH PERIOD WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO HAELIXA IN THAT SAME 12-MONTH PERIOD.
(c) THE ABOVE LIMITATIONS DO NOT APPLY TO: (i) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (ii) FRAUD OR WILFUL MISCONDUCT; OR (iii) ANY LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW.
You agree to indemnify, defend, and hold harmless Haelixa AG and its officers, directors, employees, and agents from any third-party claims, damages, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the Services in violation of these Terms; (b) Client Data submitted by you that infringes third-party intellectual property rights; or (c) your violation of applicable law. Haelixa will notify you promptly of any such claim and will cooperate reasonably in its defense at your expense.
Access to the haelisa.com website may be terminated or restricted at any time at Haelixa's sole discretion, without notice, for any reason including suspected violation of these Terms.
The term and termination provisions for enterprise services are set out in the applicable service agreement. In the absence of specific provisions, either party may terminate for material breach upon 30 days' written notice if the breach is not cured within that period.
Upon termination, your right to access and use the Services ceases immediately. Haelixa will return or delete Client Data in accordance with the terms of any applicable Data Processing Agreement. Provisions that by their nature should survive termination — including intellectual property rights, confidentiality, warranties, limitations of liability, and dispute resolution — shall survive.
Neither party will be in breach of its obligations, or be liable for any delay or failure to perform, where such delay or failure results from circumstances beyond its reasonable control including natural disasters, acts of government, pandemics, war, terrorism, labor disputes, or disruptions in telecommunications infrastructure, provided the affected party gives prompt written notice and uses commercially reasonable efforts to mitigate the impact.
These Terms and any dispute arising out of or in connection with them (including non-contractual disputes) are governed by the laws of Switzerland, with the exclusion of conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
The parties agree to attempt in good faith to resolve any dispute through senior management discussions before initiating formal proceedings. In the event of unresolved disputes, the courts of the Canton of Zurich, Switzerland, shall have exclusive jurisdiction.
These Terms, together with any applicable service agreement, Privacy Policy, and Data Processing Agreement, constitute the entire agreement between you and Haelixa with respect to the Services and supersede all prior discussions, representations, and agreements.
Haelixa reserves the right to amend these Terms at any time. Material changes will be communicated to enterprise clients with at least 30 days' notice by email. Continued use of the Services after the effective date of changes constitutes acceptance. For website-only users, changes take effect upon posting to this page.
If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from the Terms, without affecting the validity of the remaining provisions.
Failure by either party to enforce any provision of these Terms does not constitute a waiver of that party's right to enforce that or any other provision in the future.
You may not assign your rights or obligations under these Terms without Haelixa's prior written consent. Haelixa may assign its rights and obligations in connection with a merger, acquisition, or sale of substantially all of its assets.
For any questions regarding these Terms of Service, please contact:
Legal Department
Haelixa AG
Technoparkstrasse 1, 8005 Zurich, Switzerland
Email: legal@haelisa.com
Phone: +41 44 500 1234