1. Definitions
1.1 “Agreement” means the relevant agreement entered between You and the Company which shall consist a Price Quote accepted by You in accordance with these terms and conditions;
1.2 “Company” – Cannasoul Analytics Ltd.;
1.3 “Goods” means the goods, samples, equipment and materials including without limitation materials, testing samples, analytical data, results, reports, certificates of analysis, and any other information to be provided to You by the Company under the Agreement;
1.4 “Liability” means any and all liability (including liability for the acts or omissions of Personnel): (a) for any breach of the Agreement; (b) for any misrepresentation, misstatement, or tortious act or omission, including without limitation, negligence arising under or in connection with the Agreement; (c) for any breach of statutory duty or any applicable law; and/or (d) otherwise arising in connection with the performance or contemplated performance of the Agreement (including under indemnification provisions);
1.5 “Materials” means any goods, samples, equipment, laboratory results, materials or information provided by You to the Company in connection with the Goods and/or Services;
1.6 “Personnel” means any officers, employees, consultants or contractors;
1.7 “Price” means the agreed price for the Goods and/or Services;
1.8 “Price Quote” means an estimate or quotation given by the Company to You for the supply of Goods and/or Services;
1.9 “Services” means the services, including without limitation analytical testing services, analysis of data, interpretation of results, production of reports, certification of Goods and/or any other services to be provided to You by the Company under the Agreement.
1.10 “You” means any company or individual which accepts the supply of Goods and/or Services from the Company.

2. Representations and Warranties
You represents and warrants to the Company that:
2.1 You have the full power to enter into the Agreement.
2.2 You have all permissions and authorizations required by any applicable law or third party for the transfer to and use by the Company of the Materials for the purpose of provision of the Services and/or Goods.

3. Ordering of Goods/Services from the Company
3.1 Unless other terms and conditions are expressly accepted by You and the Company in writing, the Agreement between the parties for provision of Goods/Services shall be in accordance with these terms and conditions.
3.2 Any Price Quote is given by the Company on the basis that no agreement shall come into existence until You shall approve the Price Quote and acknowledged these terms and conditions in writing. Any Price Quote is valid for a period of one (1) calendar month from the date of issue, provided that it was not previously withdrawn.
3.3 You shall promptly supply to the Company any Materials required by the Company to fulfill the Agreement for the supply of Goods and/or Services and You hereby acknowledge that your failure to provide the Materials may preclude or delay the supply of the Goods and/or Services.

4. Health and Safety
4.1 You shall ensure that all appropriate safety measures and applicable laws are observed when sending any Materials to the Company and that any hazardous material is clearly marked. Where You know or suspect that any substance or procedure provided, made available or requested may give rise to a hazard, You shall make the Company aware in writing of the nature of that hazard before arranging for the delivery to the Company of the Materials or before any of the Company’s Personnel will be exposed to the hazard.
4.2 You shall ensure that your Personnel visiting Company’s premises in connection with the supply of Goods and/or provision of Services shall always comply with all health and safety measures, procedures and protocols in place at Company’s premises and with such other directions regarding safe working as Company Personnel may direct. Company reserves the right at its absolute discretion to refuse entrance or remove from its premises any of your Personnel who in Company’s opinion are unable to comply with this Section 4.2.

5. Materials
5.1 You shall ensure that the Materials are suitable for use by Company in the supply of the Goods and/or provision of the Services. You shall arrange, at your expense and risk, the delivery of the Materials to the Company. You hereby warrants that each item comprised in the Materials is correctly identified, in good order and has not, to the best of your knowledge, been tampered with, altered, added to or substituted in any way whatsoever.
5.2 Where applicable, You may direct that the Company stores, destroys, or re-delivers to You the Materials (or such part remaining) after the supply of the Goods and/or Services has been completed, such storage, destruction or re-delivery to be at your own cost. If no direction is received within two (2) weeks of completion of the supply of Goods and/or provision of Services, You shall be deemed to have abandoned the Materials, and Company shall be entitled to store, destroy or re-deliver such Materials and to charge You reasonable costs for the same at its discretion or to use such Materials for Company’s internal purposes.

6. Pricing for Goods/Services
6.1 The Company reserves the right to amend the Price at any time. Company shall obtain your prior written approval before performance of any additional work or variations in the Goods and/or Services. Unless expressly stated otherwise, all Prices are exclusive of VAT, which shall be charged at the rate and in the manner prescribed by law from time to time.

7. Pricing and Payment Terms
7.1 The Price shall become payable upon the earlier of performance of the Services and/or delivery of any Goods comprised in the Goods and/or Services or as otherwise set out in the Price Quote. Unless otherwise stated in the Price Quote, payment shall be made by You within Net + thirty (30) days of the date of Company’s invoice.
7.2 You shall make all payments due under the Agreement by wire transfer to Company’s bank account as detailed in the Price Quote without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise, except as required by law. If any deduction or withholding is required by law, You shall make payment of additional amounts as required to ensure that the Company received the full amount indicated in the Price Quote.
7.3 Company may appropriate sums received from You against any debt due to Company from You (under this or any other Agreement), irrespective of any purported appropriation by You.
7.4 If You shall fail to pay Company any sum due pursuant to the Agreement then, without limiting any other right or remedy available to Company, Company may: (a) cancel the Agreement and all other agreements with You or suspend any further delivery of Goods and/or Services to You; and (b) immediately demand payment of any other invoices not yet due, with liability to pay interest on sums due applying from the date of the demand.
7.5 You will be liable to pay interest to Company on any outstanding payments at the annual rate of 15% accruing on a daily basis until such outstanding payments are credited to Company’s account.

8. Intellectual Property
8.1 Unless otherwise agreed in writing, the ownership of any and all rights in and to any copyright, patents, designs, conceptual solutions, analyses, processes, techniques, methodologies, inventions, software databases, know-how, and any other rights in intellectual property (whether registered or unregistered) (“IP”), other than third party rights, arising as a result of the Company providing the Goods and/or Services shall remain vested in Company, and can be used by Company for providing similar services to different customers.
8.2 Unless otherwise agreed in writing, the ownership of any and all rights to the data/ Materials, Goods, results, reports and/or certificates issued by Company to You as a result of this Agreement shall be transferred to You by the Company, provided however that nothing herein shall transfer any intellectual property rights in the report format or in the Services themselves.
8.3 For the avoidance of doubt, under this Agreement Company shall not create any IP for You.

9. Confidentiality
9.1 Both parties shall use reasonable endeavors to keep confidential for a period of two (2) years from the date of entry into the Agreement the existence and terms of the Agreement and these terms and conditions.
9.2 Both parties shall keep confidential any confidential information (oral or written) provided or disclosed by or on behalf of the other party. This clause shall not apply to any information which the receiving party can prove by written evidence that: (i) at the time of disclosure is (or subsequently becomes) published or generally available to the public (other than as a breach of the receiving party’s obligation under this clause); (ii) which at the time of disclosure was already in the possession of the receiving party (other than under an obligation to the disclosing party); (iii) which subsequently legally comes into its possession from another source without breach of any obligation owed to the disclosing party; (iv) which was independently developed by the receiving party; and (v) which is required to be disclosed in order to comply with a legal requirement.
9.3 Without derogating from the above, Company undertakes to keep confidential and not make any use of the information related to the Services and/or Goods delivered to You.

10. Termination
10.1 The term of this terms and conditions will commence on the date You accept these terms and conditions and will continue in full force with respect to any Agreement between the parties.
10.2 Each party has the right to terminate the Agreement at its discretion if the other party: (a) is unable to pay its debts; (b) is insolvent; (c) enters any form of bankruptcy, either compulsorily or voluntarily; (d) is subject to a receiver or other similar third party being appointed over or taking or attempting to take possession of any the party’s assets; or (e) is in a material breach of the Agreement which has not been remedied within fifteen (15)-day notice of receipt of notice by the breaching party with respect thereof.
10.3 The termination of the Agreement shall be without prejudice to the rights and duties of either party accrued prior to termination. The clauses in the Agreement which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination. You shall pay the Price in respect of any Goods and/or Services (or part thereof) supplied prior to termination, regardless of the reason for termination.

11. Disclaimers; Limitation of Liability; Indemnity
11.1 Company warrants that the Goods and/or Services are in good order and have not, to the best of its knowledge, been tampered with, altered, added to or substituted in any way whatsoever prior to delivery to You. Any statements (whether written or oral) as to the Goods supplied or Services provided and all/any opinions in any reports or other communications provided by Company to You are made in good faith and on the basis of the Materials.
11.2 EXCEPT WHERE EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, THE SERVICES AND/OR GOODS ARE PROVIDED “AS IS”. COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY SHALL HAVE NO LIABILITY FOR THE USE MADE BY YOU OF THE GOODS AND/OR SERVICES, FOR ADVICE SUPPLIED BY COMPANY TO YOU, AND/OR FOR ANY DECISIONS TAKEN BY YOU OR COSTS INCURRED BY YOU IN CONSEQUENCE OF SUCH USE;
11.3 IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH ANY AGREEMENT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO THE COMPANY BY YOU FOR THE GOODS AND/OR SERVICES PROVIDED BY THE COMPANY.
11.4 You shall indemnify and hold the Company harmless from and against any claims, costs and expenses arising out of: (i) your use of the Goods and/or Services; (ii) Company’s use of the Materials under the Agreement; and (iii) in connection with any claim alleging infringement or misuse of a third party’s IP; except to the extent any such claims, costs or expenses arise out of Company’s willful misconduct or gross negligence.

12. Feedback
12.1 Company encourages your feedback regarding the Services and/or Goods. The Company may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.

13. Force Majeure
13.1 If the Company is unable (whether temporarily or permanently) to supply the Goods and/or Services by reason of any cause beyond Company’s reasonable control (which shall include acts of God, governmental action, war or national emergency, acts of terrorism, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, currency restrictions, strikes or other labor dispute, or restraints or delays affecting shipping or carriers), Company may cancel the Agreement by notice in writing to You so far as it relates to the Goods and/or Services not then supplied or work not then done and such cancellation shall not give rise to any claims by You provided that You shall remain liable to pay for the Goods and/or Services supplied prior to the date of such cancellation.

14. Miscellaneous
14.1 You shall not use Company’s name in any publication and/or imply endorsement or otherwise by the Company with respect to any process, information, advice, product or service provided, marketed or sold by You; and Company shall not use Your name in any publication and/or imply endorsement or otherwise by You with respect to any process, information, advice, product or service provided, marketed or sold by the Company.
14.2 You will comply with all applicable laws, statutes, regulations, directives, and/or codes of practice in force from time to time. Failure to comply with any provision of this clause is grounds for immediate termination of this Agreement by the Company, which termination shall not result in any costs or compensation becoming payable by Company to You.
14.3 You shall not assign any Agreement or any part thereof without the written consent of the Company. The Company shall be entitled to sub-contract any part of the Services to be provided hereunder.
14.4 Each right or remedy of each of the parties under the Agreement is without prejudice to any other right or remedy of such party whether under the Agreement or not.
14.5 If any provision of the Agreement shall be held to be illegal, invalid or unenforceable in whole or in part, such provision or part shall to that extent be deemed not to form part of the Agreement but the legality, validity and enforceability of the remaining provisions of the Agreement shall not be affected.
14.6 The Agreement shall be governed by and construed in accordance with the laws of the State of Israel and the parties submit to the exclusive jurisdiction of the court in Tel-Aviv.