Terms & Conditions of Sale

1. Definitions and Interpretation

1.1 In these Conditions, unless the context otherwise requires, the following words shall have the following meanings

“Company”

Complement Genomics Limited, a company registered in England and Wales with company number 3929876 whose registered office is at The Durham Genome Centre, Park House, Station Road, Lanchester, Co. Durham, DH7 0EX, trading as “dadcheck®” and “dadcheck®gold”;

“Conditions”

These conditions of supply;

“Contract”

Your order and the Company’s acceptance of it under Clause 2.2;

“Force Majeure”

Any event or circumstance preventing the Company from performing any or all of its obligations pursuant to these Conditions which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the Company;

“Kits”

The sampling kits sent to you or an independent third party;

“Services”

The human identity testing and other services offered by the Company from time to time; and

“you”

The legal entity which is placing an order.

1.2 In addition, in these Conditions:

1.2.1 References to Clauses are references to clauses of these Conditions;

1.2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.3 Headings are for convenience only and shall not affect the interpretation of these Conditions; and

1.2.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Please note that these Conditions apply to business customers only, that is, the legal profession, professional service companies, Government Agencies and Local Authorities.

2. Conditions

2.1 These Conditions shall prevail over any inconsistent terms and conditions contained or referred to, in an order, confirmation of order, specification or any other document supplied by you or implied by law, trade custom, practice or course of dealing.

2.2 Your order constitutes an offer by you to purchase the Services on these Conditions. No offer placed by you shall be accepted by the Company other than:

2.2.1 by a written acknowledgement issued by the Company; or

2.2.2 (if earlier) by the Company starting to provide the Services.

3. Service

3.1 You agree to purchase and the Company agrees to provide the Services in accordance with these Conditions.

3.2 The Company shall perform the Services:

3.2.1 With all reasonable care and skill; and

3.2.2 In accordance with industry practice.

3.3 The Company may divide the Services into separate parts or stages to run consecutively or concurrently as the Company, in its sole discretion, may decide. Unless expressly agreed in writing, the Contract shall be non-severable, irrespective of the number of parts or stages into which the Company chooses to divide the Services.

3.4 The Company may (at its sole discretion) release to you interim results or an interim report prior to the delivery of the Project Report.

4. Your Obligations

4.1 You shall:

4.1.1 Co-operate with the Company in all matters relating to the Services; and

4.1.2 Provide the Company in a timely manner such materials and information as the Company may reasonably require and ensure that it is accurate in all material respects.

4.2 If, as a result of your act or omission (or the act or omission of any of your employees, sub-contractors, agents or consultants), the Company is prevented or delayed from performing its obligations under these Conditions, the Company shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

4.3 You shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including any direct, indirect or consequential losses, loss of profit and loss of reputation) that arise directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under these Conditions, subject to the Company confirming such costs, charges and losses to you in writing.

5. Charges and Payment

5.1 In consideration of the provision of the Services, you agree to pay the price set out in the Company’s current price list.

5.2 All prices are exclusive of VAT which is payable in addition at the current rate in force from time to time.

5.4 If you are a business, you agree to pay each invoice submitted by the Company in full and cleared funds within 30 days of the date of the invoice.

5.5 Time of payment shall be of the essence. Without prejudice to any other right or remedy the Company may have, if you fail to pay on the due date the Company may:

5.5.1 Charge interest as such sum from the due date for payment at the annual rate of 4% above the base lending rate of Lloyds TSB Bank plc accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and you shall pay the interest immediately on demand; and

5.5.2 Suspend all Services until payment has been made in full.

5.6 The Company may, without prejudice to any other rights it may have, set off any sums you owe to it against any sums it owes you.

5.7 The Company reserves the right to vary the price for the Services at any time in the event of an increase in the cost of labour or materials or any other variation in the cost to the Company of providing the Services. The Company shall notify you of any changes to the price and you may choose to either proceed with the Contract or cancel the Contract within 7 days of the notification.

6. Cancellation (Business Only)

6.1 You have seven working days from the date on which the Company accepts your order to cancel the Contract, upon serving a written cancellation notice to the Company at The Durham Genome Centre, Park House, Station Road, Lanchester, Co. Durham, DH7 0EX.

6.2 If you cancel the Contract under Clause 6.1:

6.2.1 The Company may charge you an administration fee;

6.2.2 You must return the kits the Company has issued in respect of the Services within 14 days of cancellation.

6.3 For the avoidance of doubt, if you do not cancel the Contract in accordance with Clause 7.1 you shall not under any circumstances be entitled to a refund.

6.4 You must keep the kits in your possession prior to their return to the Company and in good condition with the box seal unbroken. The Company reserves the right to charge you for these kits, if they are returned to the Company and are damaged in any way.

7. Disclaimer

7.1 The Company makes no representation (express or implied) that the Project Report (or any interim report) is fit for any particular purpose. The Company shall not be liable to you for any direct or indirect loss or damage financial or otherwise suffered by you or any third party arising as a result of the provision to you of the Services and/or the Project Report (or any interim report). If it is intended that the Project Report (and/or any interim report) is to be used in any court proceedings the Company recommends that it is interpreted in conjunction with an appropriate level of legal advice.

7.2 The Company will use its reasonable endeavours to ensure that the analysis of biological samples provided by you is carried out to industry standards. The Company is accredited by the Ministry of Justice as a body that may carry out parentage tests as directed by the civil courts of England and Wales under Section 20 of the family Law Reform Act 1969 and is further accredited to ISO/IEC 17025.

8. Delivery

8.1 You must ensure that you complete the Company’s order form so as to give the Company any necessary information to enable delivery of the kits and/or Project Report (and any interim report).

8.2 The Company shall deliver the kits within a maximum of 30 days beginning on the day following that on which you submit your order to the Company for the Services.

8.3 Whilst every effort shall be made to comply with stated delivery date, all such delivery dates and times are approximate only and shall not be binding. Time of delivery shall not be a condition of the Contract.

9. Confidentiality

9.1 Subject to Clause 9.2, the Company shall keep in strict confidence the subject matter of the Contract, the samples taken, the Project Report and any interim report.

9.2 The Company may disclose the results of the Services:

9.2.1 to its employees, officers, representatives, advisers, agents, or sub-contractors who need to know such information; and

9.2.2 as may be required by law, court order or any governmental authority.

10. Limitation of Liability

10.1 This Clause 10 sets out the entire financial liability of the Company (including the liability of any of its employees, agents, consultants and sub-contractors) to you in respect of:

10.1.1 Any breach of these Conditions;

10.1.2 Any use made by you of the Services; and

10.1.3 Any representations, statements or tortious acts or omissions (including negligence) arising under or in connection with the Contract and/or these Conditions.

10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Conditions.

10.3 Nothing in these Conditions limits or excludes the liability of the Company for death or personal injury resulting from negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by the Company.

10.4 Subject to Clauses 10.2 and 10.3:

10.4.1 The Company shall not be liable for loss of profits, business, goodwill, anticipated savings, goods, contract, use or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

10.4.2 The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of these Conditions shall be limited to the price paid for the Services in relation to which the action has arisen.

11. Data Protection

11.1 The Company is registered under the Data Protection Act 1998 and will comply with all of its relevant provisions. Your client’s personal data will be processed by the Company in connection with the Services.

11.2 You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency.

12. Samples

12.1 It is an offence under the Human Tissue Act 2006 to be in possession of human tissue with the intention to analyse human DNA in the material without qualifying consent. As part of the Services, the Company will provide suitable consent forms which must be signed by either the adult being tested, their designated representative or if a child under 16 is involved, someone with Parental Responsibility for that child. This consent must be in place before the client’s samples are taken by either you or the independent third party.

You hereby warrant that you are legally entitled to possess the samples you provide to the Company. You agree to indemnify the Company against all costs, claims, proceedings, expenses (including legal costs) and any loss or damage that the Company may suffer as a result of you providing the Company with samples which have not been legally obtained.

12.2 Unless otherwise agreed in writing with you, the Company shall be entitled to destroy all samples received from you or derived from samples provided by you together with any associated result, analysis or documentation after three months and 12 months respectively from the date the Project Report is sent to you.

12.3 In the event that the Company agrees to keep samples for longer than set out in Clause 12.2, an additional sample storage fee will be charged to you.

12.4 Samples may be returned to you at your request after the date the Project Report is sent to you. An additional fee may be charged by the Company for this service.

12.5 The consent, identity check and buccal cheek cell sampling, hair or other body material sampling will be conducted by either a member of Complement Genomics Ltd staff or will be undertaken by an independent third party supplier such as a registered medical practitioner, a sample collection company (an approved supplier to Complement Genomics Ltd) or one of the participants on our registered sampler scheme. If the samples submitted for this particular DNA test were not collected by staff directly employed by Complement Genomics Ltd, the company (Complement Genomics Ltd) is not responsible for any errors or omissions which may have been made by these entities during the sampling process.

13. Force Majeure

If the Company is prevented or delayed in its performance of any of its obligations under these Conditions by Force Majeure, it may notify you of the circumstances giving rise to Force Majeure. The Company shall not be liable for delay in performing or failure to perform its obligations under these Conditions if such a delay or failure results from Force Majeure. Such delay or failure shall not constitute a breach of these Conditions and the time for its performance shall be extended by a reasonable period agreed between the parties.

14. General

14.1 Waiver
Delay in exercising, or a failure to exercise, any right or remedy in connection with these Conditions shall not operate as a waiver of that right or remedy. A single or partial exercise of any right or remedy shall not preclude any other or further exercise of that right or remedy, or the exercise of any other right or remedy. A waiver of a breach of these Conditions shall not constitute a waiver of any subsequent breach.

14.2 Notices

14.2.1 All notices (and all other documents) to be served under these Conditions (in addition to any requirements as to notices set out in the latter) shall be in writing and shall be delivered or sent:

14.2.1.1 To the Company, at the Company’s registered office address; and

14.2.1.2 To you, at the postal address you provide during the order process.

14.2.2 A notice shall be delivered by hand or sent by prepaid first class recorded delivery.

14.2.3 A notice shall be deemed to have been received:
(a) If delivered by hand between 9.00 am and 5.00 pm on a Business Day (such time period being referred to in this Clause 14 as “Business Hours”) when so delivered, or if delivered by hand outside Business Hours, at the next start of Business Hours;
(b) If sent by first class recorded delivery post on a Business Day, at 9.00 am on the second Business Day after posting, or, if the notice was not posted on a Business Day, at 9.00 am on the third Business Day after posting.

14.2.4 In proving service of a notice, it shall be sufficient to prove that delivery was made or that the envelope containing that notice was properly addressed and posted.

14.3 Variation: No variation of these Conditions shall be effective unless it is in writing and executed by or on behalf of each of the parties.

14.4 Relationship Between Parties: Nothing in these Conditions shall constitute or be deemed to constitute a partnership or other form of joint venture between the parties or constitute or be deemed to constitute either party the agent or employee of the other for any purpose whatsoever.

14.5 Third Party Rights: A person who is not a party to the Contract shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

14.6 Severance: The parties intend each provision of these Conditions to be severable and distinct from the others. If a provision of these Conditions is held to be illegal, invalid or unenforceable, in whole or in part, the parties intend that the legality, validity and enforceability of the remainder of these Conditions shall not be affected.

14.7 Assignment: You shall not assign, novate, sub-contract or otherwise dispose of the Contract without the prior written consent of the Company which may be withheld at the Company’s discretion.

14.8 Applicable Law and Jurisdiction: These Conditions shall be is governed by, and shall be interpreted in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the English and Welsh Courts in relation to all matters arising out of or in connection with these Conditions.