Terms and conditions

Introduction

These terms and conditions (hereinafter referred to as the “Terms”) are applied between OVAVIT, S.L. – AVENIDA GENERAL LÓPEZ DOMÍNGUEZ S/N, EDIFICIO PUERTO AZUL, PORTAL 2B, LOCAL, 29603 – MARBELLA (MÁLAGA), SPAIN (hereinafter referred to as “OVOBANK ID”) and the customer of OVOBANK ID services (hereinafter referred to as the “CUSTOMER”).

OVOBANK ID and the CUSTOMER may be jointly referred to as the “PARTIES”.

These Terms shall govern any relation between the CUSTOMER and OVOBANK ID regardless of whether or not such agreement was entered into in writing, via selections made by the CUSTOMER on OVOBANK ID’s website, verbally, or otherwise.  By entering into any agreement with OVOBANK ID, the CUSTOMER accepts these Terms in full.

CUSTOMER may be either a professional CUSTOMER or a private CUSTOMER as defined herein. A private CUSTOMER is any private individual, and a professional CUSTOMER is hospitals, physicians or any other legal entities or individuals who act for commercial purposes entering into this AGREEMENT with OVOBANK ID for the purpose of purchasing, reserving, collecting, receiving, processing, freezing, storing, transporting, and/or otherwise handling “Gametes” as defined herein.

By reserving donor eggs, the private CUSTOMER and recipient of the donated egg, confirm that they have attended a consultation with a fertility doctor/clinic and have a treatment planned at a fertility clinic. Gametes provided by OVOBANK ID may only be used for fertility purposes under professional supervision.

Accordingly, there Terms apply to a professional CUSTOMER when OVOBANK ID distributes donor eggs to the professional CUSTOMER, because OVOBANK ID donor eggs shall be used for fertility under the professional CUSTOMER’s supervision.

“ORDER” shall refer to these Terms detailing with the services provided by OVOBANK ID to CUSTOMER, and shall be deemed to include, whether by incorporation by reference or otherwise, the general terms and conditions contained in these Terms.

The Terms also apply to the PARTIES’ agreement regarding delivery and transport of the donor eggs as well as the PARTIES’ legal position in the event of damage to packing of the donor eggs.

General Conditions
  1. Prices and Payment terms

1.1. Prices are according to OVOBANK ID’ current prices as they appear on OVOBANK ID’ website: https://ovobankid.com. OVOBANK ID reserves the right to change prices without notice.

1.2. Prepayment by credit/debit card. The CUSTOMER shall pay OVOBANK ID the total invoiced amount for the gametes including any tax (if any), transport, etc. If the CUSTOMER for any reason, such as by mistake, pays an amount that exceeds the invoiced amount, OVOBANK ID is entitled to charge a fee for processing the refund.

1.3. By providing a credit card or other payment method accepted by OVOBANK ID, the CUSTOMER agrees and confirms that is authorized to use the designated payment method and that authorizes us (or OVOBANK ID external payment processor) to collect the total amount for the order from the payment method. If the payment method provided cannot be verified, is invalid, or is not acceptable, the order may be paused or cancelled. The CUSTOMER must resolve any payment issues OVOBANK ID encounters to proceed with the order.

1.4. If payment is not received in due time OVOBANK ID has the right to cancel any reservation.

  1. Information & correspondence

2.1. All information and correspondence with the CUSTOMER will be sent by e-mail. OVOBANK ID disclaims all responsibility if information, whatever the reason is, does not reach the CUSTOMER.

2.2. The CUSTOMER accepts that all information shall be provided in English.

  1. Order confirmation

3.1. An order is considered completed when the payment is done. The donor eggs will be only reserved after full payment (see the Refunds and Cancellation policy for further details).

3.2. When the CUSTOMER submits an order, OVOBANK ID will send a confirmation to the CUSTOMER. When the order is confirmed, these Terms become legally binding. In case of fault and deficiencies in the confirmation, the CUSTOMER is obliged to inform OVOBANK ID about this without undue delay. In case of amendments to the order, a new confirmation will be sent. In such cases, the latter confirmation will repeal any earlier confirmations sent.

  1. Delivery terms

4.1. Shipping costs (if any) are at the cost of the CUSTOMER, and the payment must be received before donor eggs are shipped.

4.2. Donor eggs are shipped in nitrogen tanks to the professional CUSTOMER (fertility clinics). The transport time from the day of shipping until delivery has taken place may vary depending on the destination and other conditions.

4.3. If the donor eggs are not delivered on time and if the delay is due to circumstances for which the CUSTOMER bears the risk including delay from the carrier, OVOBANK ID disclaims all responsibility in this connection and the CUSTOMER loses the right to claim damages for delay.

4.4. If the delivery of donor eggs is delayed due to circumstances for which OVOBANK ID is responsible and the CUSTOMER wishes to cancel the order for that reason, the CUSTOMER has an obligation, if possible, to return the donor eggs immediately so that they are received frozen by OVOBANK ID or by any entity designated for such purpose by OVOBANK ID.

4.5. When the shipment is received, the receiver is obligated to examine the shipping for any fault and deficiencies, which may have occurred during transport. If the donor eggs have been damaged during transport, the receiver must inform OVOBANK ID immediately after the fault or deficiency has been discovered by the professional CUSTOMER. Otherwise, the CUSTOMER loses the right to claim the fault or deficiency.

4.6. If the CUSTOMER has informed OVOBANK ID, in writing and on time, of any existing faults or deficiencies for which OVOBANK ID is responsible, OVOBANK ID will replace the donor eggs within reasonable time, the CUSTOMER cannot demand a reduction of the purchase price or cancel the AGREEMENT.

4.7. Once the shipment is received, the CUSTOMER must return any nitrogen tank and its shipping box without undue delay.

4.8. The CUSTOMER is responsible for returning the nitrogen tank/box on time to OVOBANK ID and in the same condition as at the time of delivery. Nitrogen tanks and/or shipping boxes shall remain the property of OVOBANK ID.

4.9. OVOBANK ID is entitled to claim the full value from the CUSTOMER for a new tank and its shipping box if it is damaged or lost between delivery and pick up for return.

4.10. OVOBANK ID is entitled to consolidate shipments in the event that more orders from different CUSTOMERs have the same delivery address. All such CUSTOMERs are jointly and severally liable for the return and value of the nitrogen tank and its shipping box. Shipping costs on consolidated shipments will not be split or refunded.

4.11. The CUSTOMER is aware of the fact that frozen donor eggs are fragile products and thus it is strongly emphasized that the durability is dependent on the storage facility and that it may be damaged if not used immediately after thawing.

  1. Other responsibilities

5.1. OVOBANK ID does not guarantee that treatment with the donor eggs will result in a pregnancy or if it does result in a pregnancy that the pregnancy will result in the birth of a healthy and viable child or children.

5.2. OVOBANK ID disclaims all responsibility for any other circumstances including, but not limited to, fertility treatment, unwanted pregnancy, multiple pregnancies, spontaneous abortion, extra uterine pregnancy, stillborn, expenses for medicine, transport and travel expenses, accommodation, loss of profit, sales or income, loss of time and clientele, or ensuing costs or other direct or indirect losses or expenses which may be the result of delays, fault or deficiencies whether OVOBANK ID is responsible for this or not. This also includes circumstances caused by force majeure or other circumstances which are beyond OVOBANK ID’ influence such as strikes, lockouts, transport difficulties, detention, goods retained at customs, confiscation, war, martial conflicts or civil unrest, vandalism, terrorism, radioactivity or natural disasters.

5.3. Despite detailed security precautions there is always a minimal risk that donor eggs are mislabeled, mixed or contaminated. In such cases, and if it can be documented that it is the fault of OVOBANK IDs, OVOBANK ID will refund the costs invoiced in relation to the DONOR EGGs.

  1. Refunds, changes and cancellation policy

6.1. As long as shipments have not taken place confirmed orders can always be cancelled. However, a cancellation fee could be applied.

6.2. When the CUSTOMER wants to terminate or cancel the reservation, the CUSTOMER must communicate it in writing to OVOBANK ID always before de donor eggs are shipped. When the reservation is terminated the purchase price, less the agreed percentage, of the reserved donor egg still located at OVOBANK ID will be refunded. Exchange of reserved donor egg can only take place by terminating as per above and by performing a new purchase.

6.3. In case of changes to a confirmed and processed order, and always before shipping, OVOBANK ID is entitled to charge the CUSTOMER a fee that corresponds the actual costs related to the change or the positive compliance of the Terms according to OVOBANK ID’ choice.

6.4. OVOBANK ID will repay the CUSTOMER, no later than 30 days after the order cancellation communication has been received by OVOBANK ID. OVOBANK ID is entitled to deduct any expenses from the amount repayable to the CUSTOMER including, but not limited to freight charges, etc.

  1. Online account

7.1. In order to purchase or make a donor eggs reservation the CUSTOMER must register an online account with OVOBANK ID. It is the CUSTOMER’s responsibility to keep the registered contact data on the account updated.

7.2. The username and password to the account is personal and private. The CUSTOMER will keep and protect the username and password in such a way, that no other except the CUSTOMER has access. If the username and password is informed by the CUSTOMER to other persons or organizations, any actions on the CUSTOMER’s account is at the CUSTOMER’s responsibility and the CUSTOMER holds OVOBANK ID harmless for any liability or additional costs arising out of or in any way relating to these Terms as per the terms of Waiver of Claims and indemnification in these Terms.

7.3. OVOBANK ID collects personal information, such as name, address, email address, telephone numbers, credit card information and the name and address of the physician, when the CUSTOMER provides it during a voluntary registration process or when ordering OVOBANK ID’s products and services.

7.4. The information collected is only the information necessary to perform OVOBANK ID’s contracts, duties and obligations with the CUSTOMER, to communicate business relationship, to comply with regulatory obligations and to confirm CUSTOMER’s identity if they request information about their own account.  When OVOBANK ID collects payment information from CUSTOMERs, OVOBANK ID will only use it to facilitate payment for its products and services.

7.5. Account cancellation. To cancel the CUSTOMER’s account, it may be done by sending a message to info@ovobankid.com and OVOBANK ID will do it.

  1. Disputes

8.1. Any dispute between the PARTIES, which may originate from these Terms, must be sought resolved by means of negotiation in which the PARTIES are obligated to try to find an amicable solution.

8.2. If the PARTIES cannot reach an agreement through negotiation no later than 6 weeks after commencement of the negotiations, each of the PARTIES are entitled to hand over the case for the decision of the ordinary courts.

8.3. It has been agreed between the PARTIES that the case will be decided according to Spanish law regardless of the fact that international choice of law rules may give rise to another choice of law. It has also been agreed between the PARTIES that the language will be Spanish and the District Court of Málaga (Spain) will decide this matter.

  1. Waiver of Claim and indemnification

9.1. The CUSTOMER expressly releases, indemnifies, defends and holds harmless OVOBANK ID, its agents, employees, officer, directors, shareholders, representatives, independent contractors, customers, successors and affiliates to the fullest extent permitted by law from and against any claims, loss, damage, expenses, liabilities, demands, offsets, causes of actions and attorney’s fees arising out of or in any way relating to these Terms, including, but not limited to the collection, freezing, sale, purchase, storage, shipping, release, loss, damage or destruction of the donor eggs.

  1. Authority to sign (only applicable for professional CUSTOMERs)

10.1. The professional CUSTOMER declares that is expressly authorized to sign for the CUSTOMER.

  1. Legal age (only applicable for Private CUSTOMERs)

11.1. The private CUSTOMER declares that is of legal age.

  1. Transfer of the Terms

12.1. If the CUSTOMER is not the final recipient, the CUSTOMER is obliged to transfer the content of these Terms to the recipient who is subsequently treated with the donor eggs or to anyone who subsequently purchases the donor eggs from the CUSTOMER.

12.2. If the transfer of these Terms has not taken place in such cases, the CUSTOMER holds OVOBANK ID harmless for any liability or additional costs arising out of or in any way relating to these Terms as per the terms of Waiver of Claims and indemnification in these Terms.

  1. Donors identity

13.1. The CUSTOMER understands and accepts that the identity of the donor will never be disclosed by OVOBANK ID.

13.2. The CUSTOMER guarantees that no attempts will be made to search for or to trace donors, including search for the donor’s identity or any information that can lead to the disclosure of the donor’s identity, or the identity of other recipients or offspring related to the donors. If, regardless of this, the CUSTOMER initiates such a search or trace, the CUSTOMER shall indemnify OVOBANK ID from any demand raised against OVOBANK IDS as a result of the CUSTOMER’s search, regardless of whether the search, directly or indirectly, has resulted in tracing or identifying the donor or other recipients or offspring related to the same donor.

13.3. If the donor is an ID Release donor, OVOBANK ID will disclose the identity of the donor to clinics and authorities in countries where this is mandatory before or in relation to import or treatment.

  1. Pregnancy registration

14.1. In order not to exceed any national quotas regarding the number of pregnancies/children/families per donor, the CUSTOMER is obligated to register the pregnancy as soon as the pregnancy has come to their knowledge of the CUSTOMER. This obligation applies to both professional and private CUSTOMERs.

14.2. The CUSTOMER must also register if the pregnancy is a sibling (the CUSTOMER already has a child with the same donor) and if the pregnancy is terminated (biochemically, spontaneous abortion, extra uterine pregnancy or stillborn).

14.3. When entering into these Terms, the CUSTOMER accepts that OVOBANK ID is entitled to continue contacting the CUSTOMER until the result of the treatment has been registered.

14.4. OVOBANK ID disclaims all responsibility if pregnancies are not registered, if pregnancies are registered twice or incorrectly, if the quota in the country in question is calculated differently, or if OVOBANK ID does not know the quota or calculation methods of the country in question.

  1. Reports and information regarding adverse reactions

15.1. If the CUSTOMER receives information about any adverse reactions, including hereditary diseases, syndromes, multiple and isolated malformations, associations, etc., as a result of using donor eggs, the CUSTOMER is obliged to inform OVOBANK ID about this immediately so OVOBANK ID can take the necessary action in relation to other CUSTOMERs, authorities, etc.

15.2. The CUSTOMER agrees to provide the necessary information so OVOBANK ID is able to make a diagnosis. If the CUSTOMER is a private person, the CUSTOMER hereby gives OVOBANK ID the right to obtain relevant information from the CUSTOMER’s and the child’s medical files. The CUSTOMER also agrees to give blood samples in order to verify the diagnosis.

15.3. If OVOBANK ID receives information as per above, the information will be assessed and if relevant the donor will be put in quarantine and it will be assessed if the information is related to the donor eggs. Subsequently, the donor eggs are either released or permanently blocked.

15.4. The CUSTOMER agrees that OVOBANK ID may send notices about donors who are in quarantine or permanently blocked for confirmed, delivered and reserved orders of donor eggs, and that such information will be send to the fertility clinic where the donor eggs were shipped.

15.5. In case a donor is under investigation for genetic diseases, OVOBANK ID is obligated to cancel or postpone shipping of confirmed orders. If the CUSTOMER wants to terminate the reservation of that donor, this can be done as per above.

  1. Others issues

16.1 OVOBANK ID declares that donor eggs delivered are released for clinical use according to one or several Standards, as described on OVOBANK ID’ website. For instance, donors and donor eggs are selected, screened and comply with the prevailing rules at the time of donation. If the standard of the donor eggs ordered does not meet the requirements in the CUSTOMERs country/jurisdiction, OVOBANK ID disclaims all responsibility.

16.2. Despite the examination and testing for an extensive number of conditions and diseases in both the donor as well as the donor eggs, see also OVOBANK ID’ website about screening, there is always a minimal risk that infectious or hereditary diseases are transmitted with donor eggs. From the donor report or the summary of records (“SOR”) for each donor it appears for which infectious or hereditary diseases the donor has been tested.

16.3. In case OVOBANK ID is informed about transmissible or heredity diseases or unknown or unwanted heredity conditions in the donor/donor eggs after the order has been confirmed (irrespectively of whether the order has been delivered or not), and if this is not due to faults or deficiencies for which OVOBANK IDS is responsible, OVOBANK ID disclaims all responsibility.

16.4. OVOBANK ID declares that when donor eggs in these Terms are purchased, it is not the gametes themselves that are sold but the related processing and work, such as selection and testing of the donor, manufacturing of documents and the handling, medication, freezing, storage, marketing, administration, etc. of the gametes.

16.5. OVOBANK ID declares that compensation to donors has been in accordance with local regulations at the time and place of donation.

16.7. Information in the donor’s extended profile as well as the photos are provided by the donor. When drafting the extended donor profile OVOBANK ID may edit the information provided such as removal of identifying details about the donor, combining text and proofreading. It is OVOBANK ID’ belief that the data provided is correct, but OVOBANK ID disclaims any liability in the event the data provided should not be correct.

  1. Backup

17.1. OVOBANK ID keeps an agreement in force with another licensed tissue establishment to take over the stored eggs, if OVOBANK ID is not able to continue storing the donor eggs.

  1. Complaints and claims

OVOBANK ID makes available to CUSTOMERs the email address info@ovobankid.com.  As a customer or user, whatever is place of residence, it is possible write to this email address to file any complaints and claims or to request information about the services offered or contracted.