SERVICE STC

SPECIAL TERMS AND CONDITIONS FOR NUCLEIC ACID SEQUENCING AND GENOTYPING

1. Nucleic Acid Sequencing and Genotyping Service-related contracts placed through GeM shall be governed by the following set of Terms and Conditions:

1. General terms and conditions for Goods and Services. (“GTC”).
2. Service specific terms and conditions (“STC”) contained in this document.
3. BID / Reverse Auction specific Additional Terms and Conditions (“ATC”) as specified by the Buyer.

      B. The above terms and conditions are in reverse order of precedence i.e. ATC shall supersede Service specific STC which shall supersede GTC, whenever there are any conflicting provisions. 

      C. This document represents the Special Terms and Conditions (“STC”) and the Service Level Agreement (“SLA”) governing the contract between the Buyer and Service Provider. The purpose of this document is to outline the scope of work, stakeholders’ obligations and terms and conditions of all services covered as mutually understood by the stakeholders.

1. Objectives and Goal

The objective of this document is to ensure that all the special terms and conditions are in place to ensure consistent delivery of services to the Buyer by the Service Provider. The goal of this document is to:

• Provide clear reference to service ownership, accountability, roles and responsibilities of both parties
• Present a clear, concise and measurable description of services offered to the Buyer
• Establish terms and conditions for all the involved stakeholders, it also includes the actions to be taken in case of failure to comply with conditions specified
• To ensure that both the parties understand the consequences in case of termination of services due to any of the stated reasons

This document will act as a reference document that both the parties have understood the above-mentioned terms and conditions and have agreed to comply by the same.

2. Stakeholders

The main stakeholders associated are:

1. Buyer: The Buyer is responsible to provide clear instructions, approvals and timely payments for the services availed as per the contractual terms.
2. Service Provider: The Service Provider is responsible to provide all the required services to the satisfaction of the Buyer in timely manner. The Service Provider may also include seller, supplier/bidder/contractor, any authorized agents, permitted assignees, successors, and nominees as per the context and as described in the document.

The responsibilities and obligations of the stakeholders have been outlined in this document. The document also encompasses payment terms and deduction in case of non-adherence to the defined terms and conditions.

3. Service Scope

Nucleic Acid Sequencing and Genotyping Service will include both DNA and RNA related genetic sequence analysis.

The scope for Nucleic Acid Sequencing and Genotyping Service will include the following activities: -

     a. DNA Sequencing

1. Sanger Sequencing
2. Whole Genome Sequencing using short reads
3. Whole Genome Sequencing using long reads
4. Whole Genome Optimal Mapping
5. Whole Exome Sequencing
6. Targeted Sequencing
7. HiC Sequencing

      b. RNA Sequencing / Transcriptome Sequencing

1. Targeted RNA-sequencing (NGS)
2. mRNA
3. Total RNA (Including LNC RNA)
4. Small RNA
5. Single Cell Transcriptomics

     c. Epigenome analysis

1. Whole Genome Bisulphite Sequencing
2. Reduced Representation Bisulphite Sequencing
3. Methyl Arrays
4. HiC Sequencing
5. ChIP-seq Sequencing
6. Medip Sequencing

     d. Meta Genome

1. Whole Genome Shotgun Meta Genome
2. 16S amplicon Sequencing
3. ITS amplicon Sequencing

     e. Genotyping

1. Genotyping by Sequencing
2. Double Digest Restriction-Site Associated DNA
3. SNP genotyping KASP assay
4. Low-density SNP genotyping assay (1 to 100 SNPs)
5. Mid-density SNP genotyping assay (1000 to 5000 SNPs)
6. High density SNP micro arrays (X 1000 SNPs)
7. Other chip based genotyping services

     4. Terms and Conditions

     4.1 Buyer’s Obligations

1. The Buyer shall notify the Service Provider of any dishonest, wrongful, or negligent acts or omissions of the Service Provider’s employees or agents in connection with the Services as soon as possible after the Buyer becomes aware of them.
2. The Buyer or its representative shall review reports to check their conformity to the contract specifications at no extra cost to the Buyer.
3. The Buyer shall have the right, within reason, to have any personnel removed who is considered to be undesirable with proper reasoning or otherwise.
4. The Buyer shall nominate a nodal officer from its organization to coordinate with the Service Provider to facilitate approvals, sharing of data etc.
5. Any documentation/guidelines with respect to the scope of the project and necessary work permits to access Buyers’ premises are to be provided by Buyer. The Buyer agrees shall provide (or cause others to so provide) Information, resources and assistance (including access to records, systems, premises and people) that the Service Provider required to perform the services.

     4.2 Service Provider’s Obligations

1. The Service Provider shall ensure that the quality, standards, services to be delivered or rendered hereunder, will be of the kind, quality and timelines as designated by the Buyer.
2. The Service Provider shall be responsible for arranging all requisite measuring equipment’s duly calibrated and certified from a recognized laboratory required for undertaking the sampling exercise.
3. Utmost care shall be exercised by the Service Provider in carrying out the work to ensure that no damage is caused to persons and properties.
4. The Service Provider shall be be exclusively liable for any injury or damage to persons and no liability whatsoever shall be attributable upon the Buyer.
5. The Service Provider should deploy only qualified and experienced professionals having requisite experience to carry out the work.
6. The Service Provider shall be liable to Buyer for any and all losses of any nature whatsoever arisen directly or indirectly by negligence, dishonest, criminal or fraudulent act of any of the representatives and employees of the successful bidder while providing the services.
7. The Service Provider shall be fully responsible for the acts of their representatives / consultants/ team members/ employees and shall fully indemnify the Buyer for any kind of losses or damages caused by its employees/ team members/ consultants/representatives.
8. The Service Provider shall regularly provide updates to buyer with respect to the provision of the services in the format prescribed by the Buyer.
9. The Service Provider shall not violate any proprietary and intellectual property rights of Buyer or any third party, including without limitation, confidential relationships, patent, trade secrets, copyright and any other proprietary rights in course of providing service.
10. The Service Provider will  be responsible for compliance of all laws, rules, regulations and ordinances applicable in respect of its employees, sub-contractors  and agents (including but not limited to Minimum Wages Act, Provident Fund laws, Workmen's Compensation Act) and shall establish and maintain all proper records including, but not limited to, accounting records required by any law, code, practice or corporate policy applicable to it from time to time, including records and returns as applicable under labour legislations.
11. The Service Provider shall at all times ensure that the services being provided under this Contract/ Agreement are performed strictly in accordance with all applicable laws, notifications, guidelines, orders, bye-laws, regulations, rules, standards, recommended practices etc, and no liability in this regard will be attached to the Buyer.
12. The Service Provider shall provide a suitable substitute well in advance if there is any probability of the person leaving the job due to his/ her own personal reasons. The payment in respect of the overlapping period of the substitute shall be the responsibility of the Service Provider.
13. The Service Provider shall not sub-contract any work part of the scope of work.
14. If the Buyer has mentioned that that the sample should be sequenced within India, and not be sent abroad, then under no circumstances should the Service Provider send the sample abroad. Any such violation may result in termination of the contract with immediate effect and other actions as per the discretion of the buyer.
15. Guidelines for pathogenic organisms as mandated by No.L.20025/90-90-F. dated 27th Feb. 1992 issued by Indian Council for Medical Research shall be followed by the Service Provider.
16. The Service Provider should not proceed for library preparation before performing the QC of each sample. Only after being satisfied of the quality of the sample, the Service Provider should proceed forward. In case the sample fails the QC test, the Buyer should compensate the Service Provider for the cost incurred for performing QC tests.
17. In the absence of relevant guidelines on sample collection by the Buyer, the Service Provider should provide a sample collection guideline of his own which is comparable to existing industry standards and take Buyer’s approval on such guideline.
18. The selected sample should only be transported by the Service Provider in dry ice or required transport conditions as mentioned by the Buyer in the bid document.
19. If the sample fails the QC test, then the Service Provider should collect the sample again at its own cost.
20. If the library QC fails, then the Service Provider should develop the library again to the specifications as mentioned in the bid document.
21. If the Service Provider mentions that he has in-house sequencing machine available, then it should provide the installation report of the same.
22. If the Service Provider mentions that it has collaborative mode sequencing machine available, then it should provide the certificate for the same.
23. If the sample has to be sent abroad, then the Service Provider has to inform the Buyer, seek its consent, give a written undertaking that the sample will not be used for any other purpose and abide with all the existing guidelines for sending samples abroad.
24. Service Provider needs to ensure that the sampling data will not be used for any other activity other than the one mentioned in the bid document. If any violation such as foetal sexing, etc. takes place, then the Buyer reserves the right to take appropriate legal action apart from immediate termination of the Contract and necessary deductions stipulated in this document.
25. Service Provider should mandatorily destroy the data after X number of days. The ‘X’ will be determined and mentioned by the Buyer. The Service Provider should also inform the Buyer about this in the manner prescribed by the Buyer.
26. The Buyer and Service Provider will follow the confidentiality clause whenever any sample has to be sent abroad.  The sample should not be sent abroad without the explicit consent of the Buyer and as per the mandatory guidelines.
27. In-house sequencing or bioinformatics means that the Service Provider has the machines / equipment for these tasks available in-house with him.
28. Collaborative sequencing or bioinformatics means that the Service Provider has a collaboration with another institute / organization whose services he will use to carry out the task. In this method, the Service Provider needs to share the collaboration certificate with the buyer.
29. The disclosure/non-disclosure of incidental findings during the sequencing and genotyping exercise will be strictly as per the agreement signed between the Service Provider and the Buyer.
30. Service Provider shall maintain the confidentiality of any information/documents disclosed by the Buyer for the rendering of services in terms of the present SLA. Service Provider shall be required to take appropriate measure to maintain confidentiality obligations by its personnel engaged to render the services in terms of the present SLA.
31. The Service Provider should have a non-disclosure clause with the Buyer clearly stating that they would not share of results with insurance companies, employers or others.
32. The use of DNA sample should only be for the specific purpose for which the service is sought by the Buyer.
33. Human sample should not be used by the Service Provider to generate data for use for the following purpose unless an agreement or collaboration is formally put in place or shared with anyone else.

1. Developing population /sub-population specific databases
2. Developing population /sub-population specific marker arrays which may be used for

1. Disease susceptibility prediction including polygenic risk score
2. Drug response prediction

     4.3   Special Terms and Conditions

1. All deliverables are intended for Buyer’s use in accordance with the applicable   Statement of Work or Scope of Work under which they are provided.
2. The relationship between the Buyer and the Service Provider under this agreement is that of principal to principal basis and neither party shall have the power or authority to bind or obligate the other party except as expressly set forth in this Agreement. Therefore, neither the Service Provider nor the personnel of the Service Provider shall become the employee of the Buyer under this Agreement. The buyer shall also not be liable to the Service Provider nor its personnel, beyond the scope and the fees as mentioned in the STC. For the sake of clarity, it is stated that the Buyer shall not be responsible for any claim such as salary or allowances, bonus, compensation, damages or anything arising out of their employment/duty under this STC. The Service Provider shall make them known about this position in writing before deploying the personnel to the buyer’s site. The Buyer shall in no way be responsible for the violation of any laws from the time being in force, either by the Service Provider or its employees.
3. The Service Provider shall cover its personnel for personal accident and death whilst performing the duty and the Buyer shall own no liability and obligation in this regard.
4. The personnel of the Service Provider shall not be the employees of the Buyer and they shall not claim any salary or allowances, compensation, damages, or anything arising out of their employment/duty under this Contract. The Service Provider shall make them known about this position in writing before deployment under this agreement.
5. All necessary reports and other information shall be supplied immediately as required and regular meetings will be held with the Buyer.
6. The responsibility of effective and efficient delivery would rest with the consulting firms/organization.
7. The police verification, character, and antecedent verification of the employees is the whole and sole responsibility of the Service Provider. The same may be verified by the Buyer at the time of joining of the employees if he/she so desires.
8. The Service Provider shall ensure the following in respect of his employees-.

     a. The working hours and days of the consultants will be as per the existing applicable rules of the respective Central/State Government organizations. However, they have to work on holidays, if necessary and required based on the demand of work.

     b. In an event of deployed personnel availing leave, and if required by buyer suitable substitute(s) shall be provided by the Service Provider as per mutual understanding with the buyer.

     c. Consequent to poor performance of deployed manpower, consulting firm/Service Provider should replace the deployed manpower within two days thereby maintaining service levels and continuity.

     d. Working shifts (includes day and night shift) if any and daily working hours shall be mutually agreed upon between buyer and seller prior to deployment of manpower.

     e. The persons deployed shall, during the course of their work be privy to certain qualified documents and information which they are not supposed to divulge to third parties. In view of this, they shall be required to take the oath of confidentiality and breach of this condition shall make the Service Provider as well as the person deployed liable for penal action under the applicable laws besides, action for breach of contract.

    ix. The Service Provider would be required to provide sufficient and qualified manpower, capable of supporting the functioning of the project/department in a manner desired by the Buyer.

    x. The Service Provider shall ensure that all the relevant licenses/registrations/permissions which may be required for providing the services are valid during the entire period of the contract; failing so shall attract the appropriate deductions by the Buyer as stipulated herein. The documents relevant in this regard shall be provided by the Service Provider to the Buyer on demand.

    xi. No medical facilities or reimbursement or any sort of medical claims thereof in respect of employees provided by the Service Provider will be entertained by the Buyer.

    xii. The Service Provider shall not be allowed to transfer, assign, pledge or subcontract its rights and liabilities under this Agreement to any other agency or organization by whatever name be called without the prior written consent of the Authority.

     6. Payment Schedule

1. The Payment procedure shall be in as specified in the General Terms and Conditions (GTC) of GeM.
2. Payment schedule to be as per payment terms specified in bid document.

     7. Formula used

Total cost = Cost X Quantity
Cost - Price per sample
Quantity – Number of samples

     8. Deduction and Termination