Terms of Service
B2B – Genomic Wine Authentication Services
1. Nature and Scope of the Service
AuthenGene provides producer-specific genomic wine authentication and genomic verification services.
The AuthenGene™ methodology combines authenticated vineyard reference generation, whole-genome sequencing of source material, DNA recovery from submitted wine samples, bioinformatic analysis, and genomic comparison between recovered sample DNA and authenticated vineyard reference material.
The service may include:
- Producer participation management
- Vineyard reference collection and authentication
- Whole-genome sequencing of authenticated source material
- Creation and maintenance of producer-specific genomic references
- Recovery and analysis of DNA from Client-submitted samples
- Comparative genomic analysis
- Statistical interpretation of genomic evidence
- Issuance of scientific reports, verification assessments, and digital certificates
AuthenGene provides an independent scientific and statistical assessment based upon the biological material available for analysis and the state of scientific knowledge existing at the time of assessment.
The service constitutes a professional scientific evaluation and does not constitute a legal guarantee of authenticity, regulatory approval, governmental certification, proof of origin, proof of ownership, proof of vintage, market authorization, commercial fitness, or legal evidence for any specific purpose.
AuthenGene does not guarantee successful DNA recovery, successful genomic comparison, a specific analytical outcome, a particular level of genetic consistency, or a definitive verification result.
2. Service Ordering and Payment
Project Initiation Fee
Verification projects are initiated through the AuthenGene online ordering system.
To submit a project request, the Client must complete the online order form, review these Terms of Service, and expressly accept the applicable contractual conditions.
Upon submission of an order, the Client shall pay a Project Initiation Fee equal to fifty percent (50%) of the quoted project price through a payment processing provider designated by AuthenGene.
Successful payment of the Project Initiation Fee authorizes AuthenGene to begin producer coordination, project administration, vineyard reference activities, scientific preparation, logistics planning, and related project work.
Upon successful payment, AuthenGene shall automatically generate an invoice and project reference associated with the submitted order.
The invoice, order confirmation, accepted Terms of Service, and project information shall collectively constitute the contractual basis of the engagement between the Client and AuthenGene.
Once producer cooperation, required approvals, or project activities have commenced, the Project Initiation Fee becomes non-refundable except where expressly stated in these Terms.
Remaining Balance
The remaining fifty percent (50%) of the quoted project price shall become due following completion of the agreed analytical work and preparation of the final report.
The final report, scientific assessment, digital certificate, and any associated deliverables shall be released only after payment of the outstanding balance has been received in full.
3. Additional Work, Extraordinary Costs, and Project Variations
The quoted project price is based upon the information reasonably available to AuthenGene at the time the quotation is issued.
Certain projects may require additional work, services, laboratory activities, sequencing activities, logistics arrangements, regulatory procedures, or scientific investigations that could not reasonably have been anticipated at the time of quotation.
Examples include, but are not limited to:
- Additional DNA extraction attempts due to degraded, contaminated, aged, processed, or low-yield samples
- Additional sequencing runs or laboratory analyses
- Expanded bioinformatic analysis required to evaluate inconclusive or complex results
- Additional sample collection activities
- Additional vineyard visits or sampling events
- Additional scientific validation procedures
- Requests for supplementary reports, analyses, or investigations
- Producer, consortium, certification body, cooperative, landowner, or third-party access fees
- Unexpected laboratory surcharges
- Customs duties, taxes, brokerage fees, inspection fees, storage fees, or governmental charges
- Additional logistics, transportation, courier, or shipment expenses
- Sample replacement requests resulting from damaged, lost, contaminated, or unsuitable samples
- Regulatory or compliance requirements arising during the project
- Third-party costs not reasonably foreseeable at the time of quotation
Where AuthenGene reasonably determines that additional work or extraordinary costs are required, AuthenGene may issue a supplemental quotation describing the additional activities and associated charges.
AuthenGene shall not be obligated to perform such additional work until the Client has accepted the supplemental quotation and paid any required additional fees.
If the Client declines the supplemental quotation, AuthenGene may suspend, limit, modify, or terminate the affected portion of the project and shall remain entitled to payment for services already performed and costs already incurred.
Unless expressly agreed otherwise in writing, quoted project prices do not include extraordinary third-party charges, governmental fees, customs charges, storage charges, regulatory costs, or other exceptional expenses arising after project initiation.
4. Producer Participation and Required Third-Party Cooperation
Certain services require cooperation from the relevant producer and may also require cooperation, authorization, approval, access, or participation from other persons or entities associated with the vineyard reference material, including landowners, growers, vineyard operators, producer cooperatives, consortia, appellation organizations, certification bodies, control bodies, regulatory authorities, or other third parties.
AuthenGene shall make reasonable efforts to obtain the cooperation, authorization, approvals, and access reasonably required to perform the requested services. However, such cooperation, authorization, approvals, and access cannot be guaranteed.
If any producer or other required third party declines participation, refuses sampling, denies access, withholds consent, fails to provide authenticated reference material, imposes restrictions preventing performance of the service, or otherwise prevents creation of the required vineyard reference, the project shall be terminated and the Client shall receive a refund of the Project Initiation Fee previously made.
No additional compensation, damages, reimbursement of shipping costs, laboratory expenses, lost profits, or other claims shall be payable by AuthenGene in connection with such project termination.
AuthenGene shall not be liable for delays, cancellations, project limitations, increased costs, or inability to complete a project resulting from the actions, omissions, decisions, policies, approvals, restrictions, or requirements of producers, consortia, certification bodies, control bodies, governmental authorities, or other third parties whose cooperation is required for performance of the service.
Once the required participation, approvals, consents, access rights, and authenticated reference material have been obtained, and AuthenGene has commenced scientific, laboratory, sequencing, logistical, or analytical activities relating to the project, no refund shall be available solely because:
- The final scientific assessment is inconclusive
- Insufficient DNA is recovered from the submitted sample
- The sample is degraded, contaminated, altered, or otherwise unsuitable for analysis
- The genomic evidence does not support the Client's expected outcome
- The report identifies inconsistencies with the declared variety, producer, vineyard reference, or other characteristics under evaluation
- Scientific limitations prevent a definitive conclusion
5. Sample Submission, Shipment and Analytical Limitations
The Client is solely responsible for proper collection, packaging, shipment, export compliance, customs documentation, declarations, permits, licenses, and lawful export of submitted samples.
The Client warrants that it has the legal right to submit and export the sample for analysis.
The Client shall bear all shipping costs, insurance costs, customs duties, import taxes, brokerage fees, governmental charges, and other expenses associated with shipment unless otherwise expressly agreed in writing.
Upon arrival in Italy, AuthenGene may directly or through authorized service providers receive shipments, coordinate customs clearance, arrange transportation, and deliver samples to laboratories or analytical facilities.
Wine DNA and other biological material may be fragmented, degraded, contaminated, altered, or present in insufficient quantities for reliable genomic analysis.
AuthenGene does not guarantee successful DNA recovery, successful sequencing, successful genomic comparison, or a definitive analytical result for every submitted sample.
AuthenGene shall not be liable for:
- Delays caused by customs authorities
- Refusal of import or export by governmental authorities
- Seizure, destruction, retention, or loss of samples
- Shipment delays
- Damage occurring during transportation
- Sample deterioration during shipment
- Improper packaging by the Client
- Incomplete, inaccurate, or missing customs documentation
- Regulatory restrictions affecting shipment
- Analytical limitations resulting from sample quality
6. Use of Third-Party Service Providers
In performing the requested services, AuthenGene may engage independent third-party laboratories, sequencing facilities, DNA extraction providers, sample preparation facilities, couriers, logistics providers, customs brokers, payment processors, cloud infrastructure providers, software providers, scientific consultants, data storage providers, and other specialized service providers.
The Client expressly authorizes AuthenGene to utilize such providers where reasonably necessary to perform the requested services.
AuthenGene may transfer samples, sequencing data, project information, metadata, and related materials to such providers for the sole purpose of performing the requested services.
AuthenGene shall exercise reasonable care in selecting such providers but shall not be liable for delays, interruptions, losses, technical failures, laboratory failures, sequencing failures, customs issues, transportation incidents, governmental actions, or other events arising from the acts or omissions of independent third parties.
7. Nature of Reports and Scientific Assessments
Reports, scientific assessments, and digital certificates issued by AuthenGene represent scientific opinions based upon available genomic evidence, statistical analysis, analytical methodologies, reference datasets, and current scientific knowledge existing at the time of analysis.
Results may be expressed as genetic consistency, genetic inconsistency, inconclusive findings, insufficient evidence, or similar scientific conclusions.
The Client acknowledges that successful completion of the service means completion of the agreed scientific analysis and issuance of a report. Successful completion of the service does not imply a particular analytical outcome, level of genetic consistency, or definitive verification result.
Reports are valid only for the specific samples analyzed and may not be extrapolated to other products, batches, vintages, shipments, production lots, or future samples.
8. Intellectual Property
Producer-specific genomic references, genomic databases, sequencing data, bioinformatic pipelines, analytical methods, algorithms, statistical models, reference collections, digital certificates, report templates, proprietary methodologies, and associated intellectual property developed or maintained by AuthenGene remain the exclusive property of AuthenGene.
The Client acquires no ownership rights in any genomic reference, database entry, analytical methodology, or intellectual property generated during the project.
AuthenGene may retain and utilize authenticated vineyard reference data for future verification projects, quality control activities, scientific validation, database maintenance, service improvement, internal research, and development of new authentication methodologies, subject to applicable law.
The Client receives only a non-exclusive, non-transferable right to use the final report, scientific assessment, or digital certificate for the purpose for which it was issued.
9. Data Protection
AuthenGene processes personal data and genomic information in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Italian data protection laws.
Data shall be processed solely for performance of the requested services, contractual administration, scientific analysis, quality assurance, and legitimate business operations.
10. Third-Party Reliance
Reports, scientific assessments, and digital certificates may be shared by the Client with importers, distributors, retailers, insurers, regulatory authorities, auditors, courts, or other third parties.
No third party shall acquire contractual rights against AuthenGene unless a separate written agreement has been executed.
11. Force Majeure
AuthenGene shall not be liable for any delay, interruption, suspension, failure to perform, loss, damage, or inability to provide services resulting directly or indirectly from events beyond its reasonable control.
Force Majeure events include, but are not limited to:
- Natural disasters, earthquakes, floods, fires, storms, epidemics, pandemics, or public health emergencies
- War, armed conflict, terrorism, civil unrest, riots, sabotage, or acts of government
- Trade restrictions, sanctions, embargoes, export controls, import restrictions, customs actions, border closures, quarantine measures, or regulatory interventions
- Strikes, labor disputes, transportation disruptions, fuel shortages, or logistics failures
- Interruptions affecting laboratories, sequencing facilities, scientific service providers, utilities, telecommunications networks, cloud infrastructure providers, internet services, software platforms, payment processors, or data storage systems
- Equipment failures, laboratory contamination events, supply-chain shortages, or inability to obtain required scientific materials
- Delays, failures, interruptions, or actions of independent third-party service providers engaged by AuthenGene
Where a Force Majeure event occurs, AuthenGene may suspend, delay, modify, or terminate the affected services without liability for resulting losses, damages, costs, or delays.
AuthenGene shall make reasonable efforts to resume performance as soon as reasonably practicable following cessation of the Force Majeure event.
If a Force Majeure event continues for more than ninety (90) consecutive days and materially prevents completion of the project, AuthenGene may terminate the project upon written notice to the Client. In such circumstances, AuthenGene shall be entitled to retain payment for services already performed and expenses already incurred prior to termination.
12. Limitation of Liability
12.1 Standard of Liability
Pursuant to Articles 1176, 1218, and 2236 of the Italian Civil Code, AuthenGene shall be liable only in cases of willful misconduct (dolo) or gross negligence (colpa grave).
12.2 Financial Cap
12.3 Exclusion of Indirect Damages
AuthenGene shall not be liable for loss of profit, loss of market access, business interruption, loss of business opportunity, regulatory penalties, litigation costs, consequential damages, or reputational damage, even if foreseeable.
13. Governing Law
These Terms of Service and any contractual relationship arising from the provision of genomic wine authentication, genomic verification, scientific assessment, and digital certification services are governed exclusively by the laws of the Republic of Italy.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
14. Exclusive Jurisdiction
15. Specific Approval Clause (Art. 1341–1342 Codice Civile)
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Client expressly approves the following clauses:
- Service Ordering and Payment
- Additional Work, Extraordinary Costs, and Project Variations
- Producer Participation and Required Third-Party Cooperation
- Sample Submission, Shipment and Analytical Limitations
- Use of Third-Party Service Providers
- Third-Party Reliance
- Force Majeure
- Limitation of Liability
- Financial Cap
- Exclusion of Indirect Damages
- Governing Law
- Exclusive Jurisdiction
- Intellectual Property