Terms & Conditions

TERMS & CONDITIONS:
Effective Date: November 15, 2025 (Fifteenth Date of November, of the year Two Thousand and Twenty Five) Welcome to Transcell Biosciences Pvt, Ltd., (“Company”,  “Transcell”, “We”, “Us”, “Our” in singular, plural, capitalized and uncapitalized form). These Terms & Conditions (“Terms”), enforceable from the specified Effective Date of November 15, 2025 (Fifteenth Date of November, of the year Two Thousand and Twenty Five) govern the access to and use of the Company’s website, products/platform, and services, including (without limitation) stem cell banking, Haematopoietic transplant-related support, and Genetic Testing (collectively, “Services”, defined, extendable and modifiable at the Company’s discretion) by any individual and/or entity and/or user or Data Principal under the Digital Personal Data Protection Act, 2023 (“DPDPA”) and the Digital Personal Data Protection Rules, 2025 (“DPDPR”) (hereinafter referenced as “User/user/You/you/Your/your/Yourself/yourself/Data Principal” in singular, plural, capitalized and uncapitalized form). By accessing or using the Company’s website and/or Services, You agree to be bound by these Terms. If you do not agree to these Terms, you shall not access or use the Company’s Website or Services. You acknowledge and agree that your access and/or use of the Company’s website and/or Services constitutes the consideration received by you to be bound contractually by these Terms.

1. Eligibility & User Responsibility:

• You must be a natural or legal person competent under applicable law to enter into a binding contract.
• You shall ensure that all information/data provided to the Company is accurate, complete, and not misleading.
• You are responsible for maintaining confidentiality of your account details and all activities under your account.

2. User Duties:

In accordance with the Digital Personal Data Protection Act, 2023, you

• shall not register a false or frivolous grievance or complaint with the Company or the Data Protection Board;
• shall not impersonate another person while providing your personal data;
• and furnish only verifiably authentic information when exercising your right to correction or erasure of your personal data.

3 . Scope of Services: The Company provides:

• Stem Cell Collection, Processing, and Cryopreservation
• Haematopoietic stem cell transplantation-related support services
• Predictive genetic testing Services may be expanded, modified, or discontinued at the Company’s discretion in compliance with applicable law.

4. Consent & Medical Disclaimer

• You acknowledge that all biological sample collection, processing, and transplantation procedures involve inherent risks and are subject to medical evaluation and suitability.
• Services do not constitute medical advice. You must consult a qualified healthcare professional regarding clinical decisions.

5. Regulatory Compliance

• The Company will operate in accordance with applicable national laws, medical guidelines, and regulatory frameworks governing stem cell banking and biomedical services, including the DPDPA and the DPDPR.
• You agree to comply with all legal and ethical requirements for the source and use of stem cells.

6. Intellectual Property Rights

Transcell’s “Intellectual Property” (“Intellectual Property/IP”) means and includes, without limitation: All existing or future patents, patent applications and patent disclosures, together with any reissuance, continuation, continuation-in-part, revision, extension, and re-examination thereof;  any trademark, service mark, logo, trade name, and corporate name, together with any translation, adaptation, derivation, and combination thereof and including any goodwill associated therewith, and any application, registration, and renewal in connection there with trademarks, business processes, domain names, works of authorship, designs, utility models, and any copyrightable work, any copyright, whether registered or unregistered, and any application, registration, and renewal in connection there with copyrights, whether registered or unregistered, which are owned by Transcell or acquired or developed by Transcell in the course of business (ascertained at Our discretion) or developed by you for Transcell and/or for the business (ascertained at Our discretion) of Transcell during the Term of your association/use, including, but not limited to moral rights and any other similar rights in any country, whether negotiable or not and also includes any applications for any of the foregoing and the right to apply for them in any part of the world; and all processes, inventions (whether patentable or not, and whether or not reduced to practice), any improvements thereto, and any inventions, ideas, programs, codes, software including data and related documentation, databases, programming, codes and schemes, features, application, development work and/or promotion, advertising which in any way contributes/supports, tests, helps the business (as defined at Our discretion) of Transcell whether developed by you or outsourced by Transcell, all other software development tools, supplies, proprietary information, technology, etc., whether owned (or purported to be owned) or controlled or developed or under development, used or licensed (whether as a licensor or licensee) registered or unregistered; algorithms, discoveries, correspondence, trade secrets and confidential Company information (including any idea, research and development, know-how, formula, compositions, manufacturing and production process and technique, specification, customer and supplier lists, pricing and cost information, and Business and marketing plans and proposals; trade secrets, databases, know-how, creations or improvements upon, additions, or any research effort relating to any of the above, whether registrable or not. Transcell’s Intellectual Property additionally includes (without limitation) proprietary technologies (including without limitation, curated human bio-samples vault documentation, text, graphics, data, annotations, and software) available through our Services. Any other content and proprietary right ascertained by Transcell; any copies and tangible embodiments thereof (in whatever form or medium); any license or sub license of an Intellectual Property right, whether exclusive or non-exclusive to Transcell, shall also be part of (without limitation) Transcell’s Intellectual Property. Users SHALL NOT (with reference to Our Intellectual Property):

• Copy, modify, distribute, reproduce, or create derivative works;
• Reverse engineer or attempt to extract the source code;
• Use our IP for competitive, commercial, or unauthorized purposes.
• Infringe upon our IP (through any manner/conduct deemed infringement at our discretion).

All rights not expressly granted are reserved by Transcell. By mere virtue of this association and/or engagement and/or use with/of Transcell, the User shall not be deemed to hold and/or be entitled to any Intellectual Property rights and/or any documents and/or access rights to any system. Post cessation of use, the User is obligated to return of all such material (ascertained at Our discretion) and abstain from any unauthorized access/use.. All the Intellectual Property and other ideas, techniques or principles relating to the Company’s business (ascertained at our discretion) or otherwise, conceived (whether during business hours or not), discovered or made by the User through the use of the Company’s Services, shall be promptly disclosed to Transcell. All Intellectual Property created, designed or developed by the User during/through the use of Transcell’s Services will be regarded as having been made under a contract of service and being a ‘work for hire’ will belong to Transcell absolutely (unless explicitly discounted in writing by Transcell). The User irrevocably and perpetually assigns, transfers, conveys, and delivers to Transcell, all worldwide rights, title, and interest to all the Intellectual Property in all the works developed by the User through the use/engagement of Transcell’s Services with Transcell, free and clear of all encumbrances (unless explicitly discounted in writing by Transcell).  Without the express written permission of Transcell, the User is not authorised to use, refer, or authorize the use of any of Transcell’s Intellectual Property, logos, marks, trademarks, trade names, etc. for any purpose whatsoever. The User acknowledges and agrees that the above restrictions are considered reasonable for the legitimate protection of the business and goodwill of Transcell. If any of the Intellectual Property created, designed or developed by the User is not deemed or does not qualify as work made for hire, the User hereby assigns, transfers and conveys to Transcell all of the User’s right, title and interest in and to such Intellectual Property, including, without limitation, any and all copyrights, patent, trademark, technology and any other know-how, inventions, design rights, mask work rights, exhibition rights, registration rights and other proprietary rights thereto, and any and all renewals thereof (unless explicitly discounted in writing by Transcell). The User will execute and deliver such documents as Transcell may request in order to evidence Transcell’s ownership of the Intellectual Property, and to register or perfect Transcell’s ownership of the Intellectual Property (unless explicitly discounted in writing by Transcell). Notwithstanding the provisions of section 19(4) of the Copyright Act, 1957, any assignment of Intellectual Property (unless explicitly discounted in writing by Transcell) in so far as it relates to copyrightable material will not lapse nor the rights transferred therein revert to the User even if Transcell does not exercise the rights under the assignment within a period of 1 (one) year from the date of assignment. The User hereby waives all rights to and shall not raise any objection or claims to the copyright board with respect to the assignment, pursuant to section 19A of the Copyright Act, 1957. You shall not reproduce, copy, alter, distribute, or exploit any Intellectual Property without prior written, clear, express, unambiguous and specific consent.

7. Data Privacy & Confidentiality

• Biological samples, personal information, and genetic data will be processed and stored securely, strictly in accordance with the Company’s Privacy Policy.
• Your consent to the use of your data for the purpose of delivering Services, quality audits, and regulatory compliance.
• The Company is committed to protecting your privacy in compliance with the Indian Digital Personal Data Protection Act, 2023 (“DPDPA”) and the Digital Personal Data Protection Rules, 2025 (“DPDPR”). The processing of your personal data, including sensitive health and genetic data, is governed by our Privacy Policy.
• We will obtain your free, specific, informed, and explicit consent before processing your personal data for the purposes outlined in the notice provided to you.
• Your personal data will be processed and stored securely. You have rights under the DPDPA, including the right to access, correct, and withdraw your consent. Please refer to our Privacy Policy for detailed information.

8. Processing of the Personal Data of Children and Persons with Disabilities

For any Services involving a child (an individual below 18 years of age, legally deemed a minor) or a person with disabilities, the Company will obtain verifiable consent from the child/minor’s parent or lawful guardian/the lawful guardian of such person with disabilities, before processing any of their personal data, in accordance with the DPDPA and the DPDPR.

9. Fees, Payment & Service Tenure

• Fees for Services shall be communicated prior to subscription or renewal and are subject to change at our discretion.
• Payments made are non-refundable unless expressly stated otherwise.
• Storage and retention of stem cells are subject to timely renewal of service tenure as per the contractual agreement.

10. Sample Ownership & Transfer

• Ownership of biological samples (excluding derivative anonymized and digitized data) remains with the User or legal guardian, subject to regulatory restrictions.
• Any relocation, withdrawal, or transfer of stem cells requires written instruction from the authorized User and may incur charges.
• Failure to renew storage may result in sample disposal in compliance with regulations. You will be provided with advance notice before the erasure of your associated personal data.
• Ownership of anonymized data (including without limitation statistics of preferred services rendered) vests exclusively with the Company, in compliance with law.

11. Limitation of Liability

To the maximum extent permitted by law:

• The Company shall not be liable for medical outcomes, incompatibility issues, and rejection of stem cells, procedural risks, or post-transplant complications.
• The Company shall not be responsible for delays, loss, damage, or non-performance caused by factors beyond reasonable control.
• No warranty, guarantee, or representation is made regarding successful therapeutic outcomes of stored stem cells.

12. Prohibited Use

You shall not use our Website and/or Services (without limitation):

• For unlawful, unethical, or unauthorized purposes
• To upload or distribute malicious code, misinformation, or harmful content
• To infringe upon rights of others or compromise the Website’s security

13. Amendments to Terms

The Company reserves the right to modify or update these Terms at any time. Changes become effective upon posting on the Website without prior notice. Continued use of our website and/or Services constitutes your acceptance of the revised Terms.

14. Grievance Redressal and Dispute Resolution

For any queries about the Processing of your Personal Data or to exercise your rights, or for any grievances related to our Services or the processing of your personal data, you may contact our designated Grievance Redressal Contact Person. We have established an effective mechanism to redress your grievances. Raising a Complaint: All grievances should be addressed in writing to us at paparao@tran-scell.com. Alternatively, you may call us at +91 8985000888 during business hours (10 a.m. to 4 p.m., Monday through Friday, excluding public holidays). We will respond to your grievance within a reasonable timeframe, not exceeding 90 days from the date of its receipt.

• Name: Mr. Paparao.B [Grievance Redressal Contact Person Name]
• Email: paparao@tran-scell.com

You shall exhaust this mechanism before approaching the Data Protection Board. Upon the mandatory exhaustion of this grievance redressal mechanism, all disputes arising from these Terms, may be exclusively adjudicated before the Civil Courts at Hyderabad, Telangana, unless otherwise required under applicable international law (with such requirement, ascertained at Transcell’s discretion) (subject to Transcell’s discretionarily qualified exclusive acceptance/rejection of dispute merit in writing, in every case).

15. Termination

The Company may suspend or terminate Website access or Services if the User violates these Terms, or any unlawful or unethical activity is suspected. Rights and obligations accrued prior to termination remain unaffected.

16. Anti-Disparagement

You agree that you shall not, under any circumstances, either during the use of Transcell’s Services or thereafter, intentionally and maliciously, disparage, criticize or denigrate the talents, skills, products, prospects, abilities, services, integrity, management or character of Transcell, or the senior management of Transcell in a manner that causes, in the sole and absolute discretion of Transcell, material harm to those persons who are engage with Transcell. In furtherance thereto, you shall not indulge in doing the following:

1. writing any unsolicited mails or spamming Transcell imputing or intending to cause annoyance, inconvenience, insult, injury, criminal intimidation, enmity, hatred or ill will, whether during or post the use of Transcell’s Services; and
2. approach press/presses or media (physical and/or digital) and/or post anything on social media in any form or manner that would defame or tarnish the image of Transcell and its agents, affiliates, clients or customers in any manner whatsoever.

You further agree that you shall not, directly and/or indirectly, at any time after the date thereof contact any past, present or prospective investor, lender, customer, supplier, employee, agent or representative of Transcell with the intent, purpose or effect of intentionally and maliciously injuring the reputation of Transcell. You also agree that you shall not encourage another person to undertake such activities on your behalf or permit another through disclosure of information to that party to circumvent the foregoing prohibitions. Without prejudice to any other rights or remedies of Transcell, you acknowledge and agree that a breach of this Clause 16 of these Terms will cause Transcell grave and irreparable harm, loss, and injury for which damages would not be an adequate remedy for any breach of the provisions of Clause 16 of these Terms and that, accordingly, Transcell and/or its shareholders/limited liability partners, or any other securities holder of Transcell, shall have the right to an injunction, specific performance or any other equitable remedy for any threatened or actual breach of the provisions of Clause 16 of these Terms  by you. You shall submit to orders and injunctions prayed and waive objections, if any, to such actions or proceedings or relief sought to the extent permitted by applicable Law.

17. Warranties and Disclaimers

Transcell provides its Services “as is” and “as available.” We do not warrant that:

• Services will be uninterrupted, error-free, or secure;
• Research results, data, or analytics generated using our technology will achieve specific outcomes;
• Materials or content are free from contaminants or errors.
• All research and development uses are at the user’s own risk

18. Modifications to Terms or Services

Transcell reserves the right to modify, update, or discontinue any aspect of the Services or these Terms at any time. Changes become effective upon posting to the website. Continued use indicates acceptance of revised Terms.

19. Indemnification

Users agree to specifically indemnify (to the extent of Transcell’s exclusive discretionary acceptance), defend, and hold harmless Transcell, its directors, employees, and affiliates from any claims, damages, liabilities, or expenses arising from:

• Use or misuse of Services (directly by users and/or indirectly through another/other persons/entity/entities);
• Violation of these Terms (directly by users and/or indirectly through another/other persons/entity/entities);
• Regulatory breaches (directly by users and/or indirectly through another/other persons/entity/entities);
• Intellectual Property infringement (directly by users and/or indirectly through another/other persons/entity/entities).

20. Remedies 

Without prejudice to any other rights or remedies of Transcell, you acknowledge and agree that a breach of these Terms will cause Transcell grave and irreparable harm, loss, and injury for which damages would not be an adequate remedy for any breach of these terms and that, accordingly, Transcell and/or its shareholders/limited liability partners, or any other securities holder of Transcell, shall have the right to an injunction, specific performance or any other equitable remedy for any threatened or actual breach of these Terms. You shall submit to orders and injunctions prayed and waive objections, if any, to such actions or proceedings or relief sought to the extent permitted by applicable Law.

21. Contact Information

For any concerns, clarifications, or notices, contact: Transcell Biosciences, 8th Floor, Western Pearl, Hitech City Rd, Hyderabad, Telangana 500084 India bank@tran-scell.com, +91 8985 000 888

22. Severability

If any part/clause/parts/clauses of these Terms is/are held or made invalid by a court and/or (public and/or private) tribunal decision, statute or rule, or otherwise rendered invalid, the remainder of these Terms shall not be affected thereby, and shall remain valid and enforceable under law.

You shall not use Transcell’s/the Company’s website, products/platform, services (including without limitation) digital platforms, and all associated content ascertained at the Company’s exclusive discretion  (“Services” defined, extendable and modifiable at the Company’s discretion) to train, finetune, or evaluate any Artificial Intelligence (“AI”) and Machine Learning (“ML”) Models, without prior express clear and unambiguous written consent obtained from Transcell/the Company.