Terms of Service

Last Updated: September 2026

Welcome to VeloGene Biotechnology (“VeloGene,” “we,” “us,” or “our”). These Terms of Service (“Terms”) govern your access to and use of our website at [www.velogene.com] (the “Site”) and your request for our products and services, including genetically engineered mouse models and custom model generation services. VeloGene Biotechnology is a Hong Kong company; our model production is carried out by our affiliated facility, Guangzhou MingCeler Biotechnology Co., Ltd., in Guangzhou, China.

By accessing or using the Site, submitting an order request, or engaging our services, you (“Customer,” “you,” or “your”) agree to be bound by these Terms. If you do not agree, please do not use the Site or submit any requests.

1. Nature of Our Services

VeloGene provides (i) pre-characterized genetically engineered mouse models available from our catalog (“Catalog Models”), and (ii) custom-made mouse model generation services tailored to your specifications (“Custom Services”). All models are intended for biomedical research use only and are not intended for human consumption, diagnostic, or therapeutic use.

2. Website Ordering — Inquiry and Request for Quotation

The Site features an order request function for Catalog Models. Please note that the Site does not currently support online payment or checkout. Submitting an order request through the Site constitutes an inquiry or request for quotation only and does not form a binding contract.

Upon receiving your order request, our marketing team will forward it to our sales department. A sales representative will then contact you to confirm your requirements, discuss availability and pricing, and provide a formal quotation. A binding agreement is formed only when both parties execute a separate written service agreement (the “Service Agreement”).

For Custom Services, please contact our sales team directly using the contact information provided on the Site.

3. Order Terms and Service Agreement

All purchases and services are subject to a separate Service Agreement executed between you and VeloGene. The Service Agreement will specify, among other things:

• The specific model(s), genetic background, genotype, age, quantity, and sex
• The agreed price and payment schedule
• The estimated delivery timeline
• Any special requirements or conditions

In the event of any conflict between these Terms and your executed Service Agreement, the Service Agreement shall prevail.

4. Payment Terms

Unless otherwise specified in your Service Agreement:

• A deposit of 50% of the total contract amount is due within ten (10) business days after the Service Agreement is signed.
• The remaining 50% balance is due within ten (10) business days after you accept delivery of the model(s).
• Payment is accepted by bank wire transfer. Invoices will be issued prior to each payment milestone.
• All prices are quoted in the currency specified in your Service Agreement and are exclusive of applicable taxes, duties, and customs fees unless otherwise stated.
• Late payments are subject to a late fee of 0.3% of the outstanding balance per week. If payment is more than three (3) months overdue, VeloGene reserves the right to pursue legal remedies.

5. Delivery Timelines and Shipping

5.1 Delivery Timeline

• For Catalog Models, the estimated delivery time will be confirmed by our sales team based on current availability and breeding status.
• For Custom Services, the delivery timeline begins from the date you confirm the gene editing design and pay the initial deposit. The timeline may be extended if: (a) you fail to perform your obligations under the Service Agreement on time; (b) you request changes or additional work; or (c) the target genotype exhibits severe phenotypic abnormalities that affect viability or breeding efficiency.

5.2 Shipping Standards and Costs

• VeloGene ships all live animals under SPF (Specific Pathogen Free) conditions in compliance with international live animal transport standards. Packaging and transport are designed to maintain the animals’ health status and ensure their welfare throughout the journey.
• VeloGene is committed to animal welfare in all shipping operations. Animals are transported in ventilated, climate-controlled containers with adequate food, water, and bedding, and are handled by trained personnel at every stage.
• All shipments are on a DDU (Delivered Duty Unpaid) basis. The Customer is responsible for all shipping and freight costs, as well as import duties, taxes, customs clearance fees, and any other charges incurred in the destination country. VeloGene will arrange the shipment on the Customer’s behalf and invoice the Customer for actual freight costs, or the Customer may designate its own freight forwarder upon prior written agreement with VeloGene.
• VeloGene offers door-to-door delivery with a typical transit time of two to three (2–3) business days from our facility to your designated receiving address. Actual transit time may vary depending on destination, flight availability, and customs clearance.
• You are responsible for providing accurate shipping instructions, delivery address, and contact person information.
• You must arrange to receive the mice within ten (10) business days of receiving our written delivery notice. If you fail to take delivery within one (1) month after our delivery notice, VeloGene reserves the right to dispose of the animals (including, without limitation, euthanasia, sale, or transfer) without further liability to you.

5.3 International Shipping and Customs

For international deliveries (including to the United States, South Korea, and European Union member states), you are responsible for obtaining all necessary import permits, health certificates, and complying with all applicable biosecurity, animal welfare, and GMO import regulations in your jurisdiction. VeloGene will provide reasonable assistance with export documentation.

Under DDU terms, all import duties, taxes, and customs clearance charges are the responsibility of the Customer. Delays caused by customs inspection, import permit processing, or other regulatory procedures are not counted against VeloGene’s delivery timeline and are addressed under Section 13 (Force Majeure) where applicable.

6. Acceptance and Quality Assurance

6.1 Quality Standards

VeloGene warrants that delivered mice will meet the specifications set forth in your Service Agreement, including correct genotype as verified by PCR and sequencing, appropriate age and sex, and viability upon arrival. Mice will be active and apparently healthy upon delivery, except for physiological defects that may be inherent to the target genetic modification.

6.2 Acceptance Procedure

• Quantity and physical condition must be inspected immediately upon receipt.
• Genotype verification must be completed within twenty (20) business days of receipt. If you fail to complete genotype verification within this period, the delivery shall be deemed accepted.
• If you identify any non-conformity, you must notify VeloGene in writing within the applicable inspection period, providing supporting evidence.

6.3 Genotype Correctness Guarantee

VeloGene guarantees that the genotype of the target gene editing locus in delivered mice has been rigorously verified and conforms to the specifications in your Service Agreement.

7. Biological Risk and Technical Limitations Disclaimer

7.1 Intrinsic Genotype Risks

The generation of genetically engineered mouse models is based on current scientific understanding and reasonable expectations. Due to the inherent complexity and unpredictability of biological systems, certain target genotypes may present intrinsic characteristics — not caused by VeloGene’s operational error — that make it difficult or impossible to obtain the desired genotype or that cause unexpected phenotypic effects. Such characteristics may include, without limitation:

• Difficulty achieving target site editing or homologous recombination
• Weakness or low viability of newborn mice
• Infertility or reduced reproductive capacity
• Embryonic or perinatal lethality
• Lack of maternal nursing behavior or cannibalization of pups
• Skewed sex ratios or abnormal Mendelian inheritance
• Significantly reduced in vitro fertilization efficiency

7.2 Consequence of Intrinsic Risks

If an intrinsic genotype-related issue arises, VeloGene will promptly notify you in writing and provide relevant experimental data. The parties will negotiate in good faith to adjust the project scope, delivery criteria, quantity, timeline, and/or pricing.

If no agreement can be reached, VeloGene will deliver any mice of the correct genotype that have been successfully obtained up to the point of notification, and you will pay the pro-rated price for the mice actually delivered. For example:

• If homozygous knockout mice are embryonically lethal, the project may conclude with delivery of heterozygous mice at the agreed price; or
• If even heterozygous mice are non-viable, the project may conclude with delivery of pregnant females (for study of pre-lethal embryos) at the agreed price; or
• If no live mice can be delivered due to intrinsic genotype causes, the project may be terminated.

7.3 No Phenotype Guarantee

Due to the inherent limitations of life science research and current technology, VeloGene does not and cannot guarantee that gene editing will produce any specific or predictable change at the RNA transcription level, protein expression level, and/or organismal phenotype level. Any descriptions of potential effects of gene editing do not constitute a warranty or guarantee of future results.

8. Intellectual Property

8.1 Intellectual Property Ownership

Catalog Models. All intellectual property rights in and to Catalog Models, their offspring, and derivative products belong to VeloGene.

Custom-Generated Models Designed by Customer. For custom-generated mouse models designed by the Customer, the intellectual property rights in and to the custom mouse model itself, its offspring, and derivatives shall belong to the Customer. VeloGene retains all pre-existing background intellectual property, including but not limited to its tetraploid complementation and TurboMice™ platform technologies used to generate such custom models. Nothing in the Service Agreement grants the Customer any right, title, or interest in or to VeloGene’s background intellectual property.

“Offspring” means any descendant strain derived from the model through breeding or preparation, including genetically modified or transgenic animal models, as well as offspring produced by self-crossing of the model or cross-breeding with other strains.

“Derivative products” includes, without limitation, cells, tissues, genetic materials, and any other related materials obtained from the model.

8.2 Customer Research Outcomes

All intellectual property rights in new discoveries and research results generated by the Customer through the use of the models — including, without limitation, new drug targets, compounds, antibodies, targeted therapeutics, and diagnostic markers identified through use of the models — belong to the Customer.

8.3 Use and Breeding Rights

Catalog Models. The Customer’s right to use, breed, or modify Catalog Models is determined by the individual Service Agreement. Two standard configurations apply:

(a) Breeding Rights NOT Granted (default). Unless the Service Agreement expressly grants breeding rights, the Customer may not, whether by itself or through a third party:

• breed the Catalog Model strain to produce offspring;
• preserve genetic material of the Catalog Model;
• perform secondary genetic modification on the Catalog Model; or
• conduct long-term cell culture derived from the Catalog Model.

(b) Breeding Rights Granted. Where the Service Agreement expressly grants breeding rights, the Customer receives permanent use rights to the Catalog Model, including the right to breed the model at the Customer’s own facility and to designate third parties to conduct experiments using the model — provided that such breeding and third-party experiments take place only at premises provided or designated by the Customer.

Even where breeding rights are granted, the Customer may not, without VeloGene’s prior written consent, transfer the Catalog Model (or its offspring, tissues, cells, or genetic material) to any third party for:

• preservation or breeding;
• scientific research unrelated to the Customer;
• commercial production or sale; or
• any other purpose unrelated to the Customer’s own research.

This restriction applies to: (i) the model animal itself; (ii) any offspring of the model and any part thereof; and (iii) unmodified purebred offspring, embryos, and cell lines derived from the model.

Where the Customer collaborates with third parties in connection with Catalog Models, the Customer must include provisions in its agreements with such third parties that are consistent with this Section 8.3, and must cooperate with VeloGene in pursuing claims against any third party that breaches such provisions.

Custom-Generated Models. For custom-generated models designed by the Customer, the Customer owns the intellectual property rights as set forth in Section 8.1 and may use, breed, and modify such models in accordance with applicable law. The Customer may not use or disclose VeloGene’s background intellectual property (including tetraploid complementation and TurboMice™ platform technologies) except as necessary to use the custom-generated models for their intended research purpose.

8.4 Unauthorized Breeding or Modification of Catalog Models

Any breeding, modification, or commercial use of Catalog Models beyond the rights expressly granted in the Service Agreement requires VeloGene’s prior written authorization and payment of applicable licensing fees. Any breach of this Section 8 with respect to Catalog Models shall entitle VeloGene to claim full compensation for all economic losses resulting from such breach.

8.5 Pre-Existing IP

Each party retains all intellectual property rights it owned prior to the effective date of the Service Agreement. Nothing in these Terms or any Service Agreement transfers ownership of either party’s pre-existing patents, trade secrets, trademarks, or other intellectual property.

8.6 Citation

If the Customer publishes research results obtained using VeloGene models, the Customer shall acknowledge VeloGene Biotechnology as the source of the model and include the model catalog number in the publication.

9. Breach and Remedies

9.1 VeloGene Late Delivery

If VeloGene fails to deliver the models within the agreed delivery timeline due to reasons attributable to VeloGene (excluding intrinsic genotype risks described in Section 7, delays caused by the Customer, and force majeure events described in Section 13), VeloGene shall pay a late delivery penalty of 0.3% of the amount corresponding to the undelivered content per week. The penalty shall be deducted from payments due under the Service Agreement and shall accrue until delivery is completed or the Service Agreement is terminated. The total late delivery penalty shall not exceed the contract amount corresponding to the undelivered content.

9.2 VeloGene Non-Conformance Remedies

If VeloGene delivers models that do not conform to the specifications in the Service Agreement due to its own error (e.g., operational mistakes, technical defects, or management failure), and such failure is not caused by intrinsic genotype risks described in Section 7, VeloGene will, at the Customer’s written direction, take one or more of the following remedial actions:

• (a) Re-prepare and deliver conforming models at no additional cost;
• (b) Convert the amount paid for the non-conforming product into a credit for future purchases of other VeloGene products or services; or
• (c) Refund the full amount paid for the non-conforming product.

9.3 VeloGene Negligence

If VeloGene’s own negligence causes the experiment to fail or the project to terminate, VeloGene shall bear all costs incurred up to the point of failure or termination.

9.4 Customer Breach

• If a project is terminated due to the Customer’s reasons, the Customer shall be responsible for all costs incurred up to the point of termination, which will be deducted from the Customer’s deposit. If the deposit is insufficient, the Customer must pay the difference within three (3) weeks of the termination agreement taking effect.
• If the Customer requests changes to the experimental design mid-project, the parties shall negotiate and sign a separate change agreement. Any additional costs resulting from the change shall be borne by the Customer and payable within three (3) weeks of the change agreement taking effect.
• Delays caused by the Customer’s actions (e.g., design changes, additional experiments, late payments) are excluded from the project timeline.
• If the Customer fails to take delivery of the mice within one (1) month after VeloGene’s written delivery notice, VeloGene reserves the right to dispose of the animals (including, without limitation, euthanasia, sale, or transfer) without further liability to the Customer.

9.5 Limitation of Liability

VeloGene’s total aggregate liability for any and all claims arising out of or related to these Terms or any Service Agreement shall not exceed the total amount actually received by VeloGene under the applicable Service Agreement. This limitation does not apply to liability caused by VeloGene’s willful misconduct or gross negligence.

10. Confidentiality

Both parties agree to keep confidential all non-public information disclosed in connection with the services, including technical designs, experimental data, pricing, and business information, except as required by law or as necessary to perform the Service Agreement. Confidentiality obligations survive the termination of the Service Agreement.

11. Data Protection and Privacy

VeloGene respects your privacy. We collect and process personal data (such as your name, email address, institution, and contact information) solely for the purpose of processing your inquiries, orders, and service requests. We do not sell your personal data to third parties. For customers in the European Union, we process your personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR). For more information, please refer to our Privacy Policy.

12. Export Control and Regulatory Compliance

Our products involve genetically modified organisms (GMOs) and live animals. You are responsible for complying with all applicable laws and regulations in your jurisdiction regarding the import, possession, use, and disposal of genetically modified animals, including but not limited to biosecurity regulations, animal welfare laws, and GMO containment requirements in the United States, South Korea, and the European Union.

You represent and warrant that you will not use our models for any purpose prohibited by applicable law, including human cloning, human germline modification, or any unauthorized commercial resale or distribution.

13. Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to natural disasters (e.g., earthquakes, typhoons, floods, pandemics), government actions, war, civil unrest, disruption of transportation or utilities, customs inspection or clearance delays, import/export permit denials, and flight cancellations or air cargo disruptions affecting live animal transport. The affected party will promptly notify the other in writing and use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

14. Governing Law and Dispute Resolution

These Terms and any Service Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms or any Service Agreement — including its existence, validity, interpretation, performance, breach, or termination — shall first be resolved through good-faith negotiation between the parties. If the dispute is not resolved within thirty (30) days of one party notifying the other in writing, it shall be finally settled by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force at the time of the notice of arbitration. The seat of arbitration shall be Hong Kong, China. The arbitral tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.

15. Changes to These Terms

VeloGene may update these Terms from time to time. The most current version will be posted on the Site with the “Last Updated” date. Your continued use of the Site after changes constitutes acceptance of the revised Terms.

16. Contact Information

For questions about these Terms, please contact us at:

• Email: info@mingceler.com
• Address: VeloGene Biotechnology, Unit 04 -05, 16 F The Broadway, 54 -62 Lockhart Rd, Wan Chai, Hong Kong SAR, P.R.China
• Production Facility/Parent Company: Guangzhou MingCeler Biotech Co., Ltd., Building 13, Room 601, No. 188 Kaiyuan Avenue, Huangpu District, Guangzhou, Guangdong, P.R.China