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Terms of service

CELLBASE – TERMS OF SERVICE

Last updated: 13/11/25

Welcome to Cellbase. These Terms of Service (“Terms”) form a binding agreement between you and Cellbase (“we”, “us”, “our”) governing your access to and use of our website, marketplace platform, tools, and related services (together, the “Services”).

By using the Services, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree to these Terms, you must not use the Services.

1. ABOUT CELLBASE AND OUR ROLE

Cellbase is a business-to-business (“B2B”) marketplace connecting buyers and independent suppliers in the cultivated meat and cellular agriculture sector. We provide an online platform that enables suppliers to list products and buyers to place orders.

1.1 Agent of the supplier

Except where expressly stated, Cellbase is not the seller of record.

When a buyer places an order with a supplier through the platform:

  • The buyer contracts directly with the supplier.
  • Cellbase acts as the supplier’s commercial agent for listing, quoting, messaging, payment processing, and order routing.
  • Cellbase does not manufacture, test, certify, warrant, or guarantee supplier products.

1.2 Supplier independence

Each supplier is solely responsible for:

  • The accuracy of product information, specifications, safety data, images, and documentation.
  • Regulatory compliance, certifications, and quality claims relating to their products and facilities.
  • Packaging, fulfilment, and shipping of orders.
  • Returns, refunds, replacements, and warranties.
  • Compliance with all applicable laws and regulations governing biological materials in both their jurisdiction and the buyer’s jurisdiction.

Cellbase does not independently verify supplier data unless explicitly stated.

2. ELIGIBILITY AND ACCOUNT USE

2.1 Eligibility

The Services are intended solely for business, research, and institutional users. By using the Services, you confirm that you:

  • Are acting on behalf of a business, research organisation, or institution.
  • Are authorised to bind that organisation to these Terms.
  • Are at least 18 years old or the age of legal majority in your jurisdiction, whichever is higher.

2.2 Account security

You are responsible for:

  • Providing accurate, current, and complete account information.
  • Maintaining the confidentiality of your login credentials.
  • All activity that occurs under your account.

We may suspend or terminate accounts that provide false information or that breach these Terms.

3. MARKETPLACE STRUCTURE

Because Cellbase operates a dual-sided marketplace, specific terms apply to different user groups:

  • Buyers: organisations purchasing products via the platform.
  • Sellers (suppliers): independent entities listing and fulfilling products.

This document sets out the commercial framework for both buyers and sellers, together with the role of Cellbase as agent.

4. BUYER TERMS

4.1 Buyer responsibilities

Buyers are responsible for:

  • Ensuring that orders comply with their internal procurement, biosafety, and regulatory requirements.
  • Verifying that products are suitable for their intended research or production use.
  • Ensuring they hold any required import permits, licences, or approvals.
  • Providing accurate shipping information and contact details.
  • Ensuring appropriate biosafety and storage conditions are in place at the delivery address.

4.2 Order placement and acceptance

Placing an order through the Services constitutes an offer to purchase from the relevant supplier. Suppliers may accept or decline any order at their discretion. An order is only accepted when the supplier confirms it (for example, via automated order confirmation or manual acceptance).

4.3 Payments

Cellbase collects payments on behalf of suppliers as their agent. Unless otherwise agreed:

  • Payment must be made in full before an order is routed to the supplier.
  • Orders may be delayed or cancelled if payment fails or is reversed.

4.4 Taxes and duties

Unless expressly stated on the product page or at checkout:

  • Suppliers determine the taxes applicable to their transactions.
  • Buyers are responsible for any import duties, VAT or GST, customs clearance fees, and local regulatory charges in the destination jurisdiction.
  • Where a buyer claims tax exemption, they must provide valid exemption documentation, and the supplier is responsible for reviewing and applying that exemption.

4.5 Non-consumer use

The Services are intended for B2B use only. Buyers acknowledge that they are not contracting as consumers and that consumer protection laws designed for individual consumers may not apply to transactions carried out through the Services.

5. SELLER TERMS (SUPPLIER AGREEMENT SUMMARY)

This section summarises the core obligations that apply to suppliers participating in the marketplace. Additional onboarding documentation and any separate agreements between Cellbase and a supplier may also apply.

5.1 Listing accuracy

Suppliers must ensure that:

  • All product titles, descriptions, specifications, regulatory statuses, and certifications are accurate and not misleading.
  • Pricing, currency, variant structures, availability, and lead times are kept up to date.
  • Relevant documentation (such as safety data sheets, certificates of analysis, and technical datasheets) is available on request and, where required, shared with buyers.

5.2 Order fulfilment

Suppliers are solely responsible for fulfilment, including:

  • Picking, packing, and labelling orders.
  • Using appropriate packaging for the material type, including cold-chain packaging for temperature-sensitive products.
  • Selecting carriers that are authorised and suitable to handle the material type.
  • Providing tracking information and status updates where available.
  • Preparing and supplying customs and export documentation.

5.3 Payment remittance and platform fees

Cellbase acts as payment collection agent for suppliers. Unless otherwise agreed in writing:

  • Cellbase collects payment from buyers and deducts any applicable platform, transaction, or processing fees.
  • The net amount is remitted to the supplier according to the agreed payout schedule.
  • Suppliers authorise Cellbase to act as their agent for receiving and settling payments in this way.

5.4 Regulatory and compliance obligations

Suppliers are solely responsible for ensuring that their products and activities comply with all applicable laws and regulations, including but not limited to:

  • Biosafety and biosecurity regulations.
  • Cellular agriculture, novel food, and food safety regulations where applicable.
  • Export control and sanctions rules.
  • Transport regulations covering biological materials and dangerous goods.

Cellbase does not assume regulatory liability for supplier products or operations.

5.5 Prohibited conduct by suppliers

Suppliers must not:

  • Misrepresent product specifications, regulatory statuses, origin, or provenance.
  • List or supply items that fall under the prohibited items list in Section 13.
  • Use off-platform channels to bypass Cellbase fees for leads and orders originating from the platform.
  • Offer conflicting prices that undercut the platform for the same products and conditions where the transaction originates via Cellbase.
  • Ship materials using non-compliant or unsafe packaging or carriers.

6. AGENCY RELATIONSHIP

Cellbase acts as the commercial agent of suppliers in relation to:

  • Publishing and promoting product listings.
  • Providing quote and enquiry workflows.
  • Collecting and processing payments from buyers.
  • Routing orders and related information to suppliers.
  • Facilitating messaging and communication between buyers and suppliers.

Unless explicitly identified as the seller for a specific product, Cellbase is not a party to the sales contract between a buyer and a supplier.

7. PRICING, BILLING, AND FEES

7.1 Prices and changes

Prices displayed on the platform are set by suppliers and may change at any time. Unless stated otherwise, prices:

  • Are shown in the currency displayed on the product page or checkout.
  • May exclude taxes, duties, shipping costs, and import-related charges.

7.2 Platform and transaction fees

Cellbase may charge suppliers various fees, including but not limited to:

  • Transaction commissions.
  • Listing or subscription fees.
  • Payment processing fees.

These fees are usually deducted before payout to suppliers, in line with separate agreements or published fee schedules.

7.3 Currency and conversions

Transactions are processed in the currency shown at checkout. Where currency conversion occurs through payment providers, rates and fees are set by those providers, not by Cellbase.

8. SHIPPING POLICY

8.1 Responsibility for shipping

Suppliers are solely responsible for organising and managing shipping, including:

  • Choosing appropriate carriers and service levels for the product type.
  • Ensuring packaging and labelling are adequate for the materials and transit conditions.
  • Complying with all transport and customs rules applying to the shipment.

8.2 Transfer of risk and title

Unless otherwise specified by the supplier, risk of loss and title transfer from the supplier to the buyer when the goods are handed over to the carrier. From that point, any loss, damage, or delay is generally a matter between the buyer, the supplier, and the carrier.

8.3 Shipping times and delays

Any delivery times indicated on the platform are estimates only. Cellbase is not liable for delays caused by:

  • Carriers or logistics providers.
  • Customs or import inspections.
  • Events outside the reasonable control of Cellbase or the supplier.

8.4 Cold-chain and temperature-sensitive shipments

For temperature-sensitive products (including but not limited to cell lines, growth factors, media, and reagents), buyers must:

  • Provide accurate delivery details and contact information.
  • Ensure qualified personnel are available to receive the shipment within the delivery window.
  • Have appropriate storage conditions and equipment ready upon arrival.

Failure to meet these conditions may void eligibility for returns, refunds, or replacements, even where the shipment arrived within the expected temperature range at delivery.

9. RETURNS AND REFUNDS POLICY

9.1 Marketplace structure for returns

Because Cellbase acts as an agent and not as the seller of record (except where explicitly stated), each supplier determines its own returns and refund policy. Buyers must review the applicable supplier-specific returns and refund terms on the product page or during checkout before placing an order.

9.2 Non-returnable items

Given the nature of the products listed on the platform, the following items are usually non-returnable and non-refundable unless a supplier explicitly states otherwise:

  • Cell lines and other live biological materials.
  • Temperature-sensitive goods shipped under cold-chain conditions (including dry ice and 2–8°C shipments).
  • Sterile or single-use consumables where packaging has been opened or compromised.
  • Growth factors, proteins, enzymes, and similar reagents.
  • Bespoke, custom, or made-to-order materials and equipment.
  • Equipment that has been installed, used, or altered after delivery.

9.3 Defective or incorrect items

Where a buyer believes products are defective, damaged on arrival, or do not match the order, they must notify the supplier promptly (typically within 48–72 hours of delivery) and provide reasonable evidence, such as photographs and batch information. Suppliers are responsible for reviewing such claims and determining the appropriate remedy under their own policy.

9.4 Return logistics and costs

If a supplier agrees to a return:

  • The supplier will specify the method and address for return shipment.
  • Unless expressly confirmed otherwise by the supplier, the buyer is responsible for return shipping costs and risk during transit.
  • For cold-chain returns, buyers must comply with the supplier’s handling, packaging, and carrier requirements.

9.5 Cellbase role in returns

Cellbase may assist with communication and dispute mediation between buyers and suppliers but is not responsible for determining whether a particular return, refund, or replacement is granted. Any remedy is provided by the supplier, not by Cellbase, unless Cellbase is expressly identified as the seller for that order.

10. INTELLECTUAL PROPERTY

The Services, including all text, graphics, logos, icons, images, audio clips, video, data compilations, software, and the overall look and feel of the site, are owned by Cellbase, its affiliates, or its licensors and are protected by intellectual property laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material from the Services without our prior written consent, except as strictly necessary for normal use of the Services.

Product information, trade marks, and branding provided by suppliers remain the property of those suppliers or their licensors. By listing products on the platform, suppliers grant Cellbase a licence to host, display, translate, format, and distribute such content as needed for marketplace operation.

11. FEEDBACK

If you submit feedback, suggestions, ideas, or other content relating to the Services (“Feedback”), you grant Cellbase a worldwide, perpetual, irrevocable, royalty-free licence to use, reproduce, modify, and publish that Feedback for any legitimate business purpose, without obligation to you.

12. DISPUTE RESOLUTION PROCESS

12.1 Buyer–supplier disputes

For disputes arising from a specific transaction (including issues of product quality, shipment, returns, or refunds):

  1. The buyer must first contact the supplier directly using the details or messaging tools provided.
  2. The supplier should review the issue and respond within a reasonable timeframe.
  3. If the parties cannot resolve the matter, either may request that Cellbase assist with mediation.

Cellbase may request documentation, correspondence, and other evidence to review the matter. Any mediation by Cellbase is non-binding, and Cellbase does not assume liability for the outcome of buyer–supplier disputes.

12.2 Disputes involving Cellbase

For disputes arising directly between you and Cellbase in relation to the provision of the Services (for example, account suspension, platform access, or fee calculations), the governing law and jurisdiction stated in Section 20 apply.

13. PROHIBITED ITEMS AND PRACTICES

13.1 Prohibited items

Suppliers must not list, offer, or supply through Cellbase any of the following (unless explicitly authorised by Cellbase and fully compliant with all applicable laws):

  • Human-derived tissues, cell lines, or biological samples, where not clearly permitted and regulated.
  • Controlled biological agents or materials subject to special licensing or security clearance, where the necessary licences are not held.
  • Materials requiring a formal Material Transfer Agreement (MTA) unless an approved MTA workflow is in place and followed.
  • Expired, compromised, or relabelled biological materials or sterile consumables.
  • Unverified or undocumented cell lines with no clear provenance or quality documentation.
  • Mislabelled products or products with falsified regulatory or certification claims.
  • Counterfeit equipment, consumables, or accessories, or any products infringing third-party intellectual property rights.
  • Products whose sale, export, or import would violate sanctions, export controls, or other applicable laws.
  • Materials requiring storage below −80°C or specialised cryogenic handling where compliant shipping and storage arrangements are not guaranteed.

13.2 Prohibited user practices

All users (buyers and suppliers) must not:

  • Use the Services for unlawful, fraudulent, or malicious purposes.
  • Misrepresent identity, affiliation, or authorisation to use or purchase certain materials.
  • Circumvent or attempt to circumvent Cellbase fees by directing platform-originated leads off-platform.
  • Scrape, harvest, or systematically collect data from the platform without written permission.
  • Upload or transmit viruses, malware, or other harmful code.
  • Interfere with or attempt to bypass security measures on the Services.
  • Engage in behaviour that is abusive, harassing, defamatory, or otherwise harmful to other users or Cellbase personnel.

14. OPTIONAL TOOLS AND THIRD-PARTY LINKS

The Services may provide access to tools, applications, or websites operated by third parties. Any such access is provided “as is” and “as available” without warranties of any kind.

Cellbase does not control and is not responsible for third-party content, products, or services. Your use of third-party tools and websites is at your own risk and subject to the terms and policies of those third parties.

15. RELATIONSHIP WITH SHOPIFY

The Services are hosted on Shopify, which provides the e-commerce platform that allows us to run the marketplace. While Shopify powers the underlying infrastructure, all sales and purchases made through the Cellbase site are between you and Cellbase (for Services) or between you and the relevant supplier (for products). Shopify is not a party to those transactions.

By using the Services, you acknowledge that Shopify is not responsible for orders, products, payments, disputes, or any other aspects of your relationship with Cellbase or with suppliers using the platform, and you agree not to bring claims against Shopify in connection with such matters.

16. ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions, including in product descriptions, pricing, availability, or shipping information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice.

17. TERMINATION

We may suspend or terminate your access to the Services (in whole or in part) at any time, with or without notice, if we believe you have breached these Terms or engaged in conduct that could harm other users, suppliers, or Cellbase.

Upon termination, your right to use the Services will cease immediately. Sections that by their nature should survive termination (including, without limitation, those relating to intellectual property, limitation of liability, indemnification, and governing law) will continue in effect.

18. DISCLAIMER OF WARRANTIES

The Services and all content, products, and tools made available through the Services are provided on an “as is” and “as available” basis, without any warranties or representations of any kind, whether express or implied.

Without limiting the foregoing, Cellbase does not warrant that:

  • The Services will be uninterrupted, timely, secure, or error-free.
  • Any particular product is suitable for a specific scientific, technical, or commercial purpose.
  • Information provided by suppliers (including product data, certifications, and technical content) is complete, accurate, or current.

To the fullest extent permitted by law, Cellbase disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

19. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Cellbase, its directors, officers, employees, agents, and affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunity, arising out of or related to your use of the Services or any transactions between buyers and suppliers.

In any case, the total aggregate liability of Cellbase for all claims arising out of or relating to the Services in any twelve-month period will be limited to the total fees paid by you to Cellbase for use of the Services during that period.

Nothing in these Terms limits any liability that cannot be limited or excluded under applicable law.

20. INDEMNIFICATION

You agree to indemnify and hold harmless Cellbase, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

  • Your use of the Services.
  • Your breach of these Terms.
  • Your violation of any law or the rights of a third party.
  • Your handling, use, storage, or disposal of any materials obtained through the Services.

21. GOVERNING LAW AND JURISDICTION

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

You and Cellbase agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

22. CHANGES TO THESE TERMS

We may update or modify these Terms from time to time. When we make material changes, we will take appropriate steps to notify you in accordance with applicable law (for example, by posting the updated Terms on the site with a new “Last updated” date).

Your continued use of the Services after the updated Terms have been posted will constitute your acceptance of the changes.

23. CONTACT INFORMATION

If you have any questions about these Terms or the Services, you can contact us at:

Email: sales@cellbase.com

Postal address:
Cellbase
Unit 29 Highcroft Industrial Estate
Enterprise Road, Horndean
Waterlooville, United Kingdom
PO8 0BT