TERMS & CONDITIONS
About / Terms & Conditions
1. The Services
1.1 E&J Bio UK Ltd warrants to its Clients that its Services will be provided in accordance with the UKAS medical laboratory accreditation standard; and the people providing the Services will be suitably skilled. Every care will be taken to ensure best possible accuracy.
1.2 The Client acknowledges that, except as expressly provided in this Agreement, E&J Bio gives no warranties or representations to the Client (whether express or implied) in respect of the Services. In particular, whilst every effort is made to achieve the turn-around times quoted by E&J Bio for the conduct of Tests are indicative and no warranty or guarantee is given that such turn-around times will be achieved in any particular instance.
1.3 The Client shall notify E&J Bio in writing (or verbally if writing is not possible) of any clinical information relevant to the Services and provide E&J Bio with such other information as E&J Bio may reasonably be expected to require concerning the Samples supplied by the Client and the persons from whom they were taken to enable E&J Bio to conduct the Tests and to report thereon. The Client shall ensure that all Samples and Pathology Request Forms are labelled with the patient’s given name, surname, date of birth, and date and time of collection.
1.4 E&J Bio will accept no responsibility for any error or defect in a Test or the report thereon consequent upon any inaccuracies in or omissions from the information supplied by the Client nor for any consequences of such errors or defects, and the Client shall indemnify and hold harmless E&J Bio and their respective directors, officers, employees and agents, in respect of all liabilities, costs, claims, loss, damage, demands, action and expenses (to include any settlements or ex-gratia payments and reasonable legal and expert costs and expenses) arising directly or indirectly from any breach of clause 1.3
1.5 Upon completion of a Test the Sample relating thereto may be stored for a few days to enable repeat testing for verification purposes and thereafter destroyed or disposed of by E&J Bio unless otherwise agreed
2 Price & Payment Terms
2.1 The fees payable by the Client for the conduct of the Services shall, unless otherwise formally agreed, be the prices specified in E&J Bio’s Laboratory Guide for the applicable Tests or other Services at the time those Tests or Services are requested.
2.2 As at the date of these Terms and Conditions VAT is not payable on E&J Bio’s Services. If the Services subsequently become subject to VAT, this will be charged in addition at the applicable rate.
2.3 Invoices are normally issued on the day of the test for patients and on a monthly basis for referrers such as clinics, diagnostic centres and practitioners, but E&J Bio reserves the right to issue them more frequently. Invoices to organisations (clinics, other laboratories and healthcare providers) are payable within 30 days of issue unless otherwise agreed. At E&J Bio’s option interest may be charged on late payment at the statutory rate prescribed from time to time by regulations under the Late Payments of Commercial Debts (Interest) Act 1998. Invoices paid from outside the UK must be paid by either direct bank transfer or by cheque drawn on a UK branch. All payments shall be made in pounds sterling or pound sterling equivalent.
3.1 E&J Bio agrees that it will hold and maintain the confidence of: all information of a confidential nature which is received by E&J Bio from the Client or its patients in connection with the Services; and all Test results, invoices and other information of a confidential nature issued by E&J Bio to the Client or its patients in connection with the Services. E&J Bio will save with the Client’s consent or as otherwise permitted under this Agreement, but will not disclose such information other than to its professional staff, independent consultants and/or persons to whom it has delegated the performance of the Tests and who require the information for such purpose, and provided that where E&J Bio has been provided with the details of a patient’s private medical insurance in connection with the Services, it shall be entitled to assume (and the Client so warrants) that both the Client and the patient consent to the disclosure of information relating to that patient to the insurer concerned.
3.2 The restrictions in clause 3.1 shall not apply to information which: (i) was in E&J Bio’s possession prior to disclosure by the Client; or (ii) is now or hereafter comes into the public domain other than by default of E&J Bio; or (iii) was lawfully received by E&J Bio from a third party acting in good faith having a right of further disclosure; or (iv) is required by law to be disclosed by E&J Bio; or (v) which is required by a regulatory or accreditation body to be disclosed to it for the purpose of regulating or accrediting E&J Bio.
4. Liability & Indemnity
The Client warrants and represents that it will:
4.1 Comply with all relevant laws, regulations and guidelines applicable to the jurisdiction in which it is situated (including any applicable data protection laws) for the collection of the Samples being referred for Tests and their shipment to E&J Bio (which may include conduct of the tests and shipment outside of the EEA);
4.2 Obtain all consents and permissions required (whether by law (including under the Data Protection Legislation), good medical practice or otherwise) in order to permit the conduct of the Tests on the Samples and the use of the Protected Data as contemplated in these Terms and Conditions (provided that, without prejudice to the foregoing obligation, the Client agrees to use any consent forms specified by E&J Bio);
4.3 Provide E&J Bio confirmation that it has complied with all relevant laws applicable to the jurisdiction in which it is situated (including any applicable data protection laws) for the collection of the Samples which they are referring for the Tests and their shipment to E&J Bio and where necessary on to an overseas testing laboratory;
4.4 Shall indemnify and hold harmless E&J Bio and their respective directors, officers, employees and agents, in respect of all liabilities, costs, claims, loss, damage, demands, action and expenses (to include any settlements or ex-gratia payments and reasonable legal and expert costs and expenses) arising directly or indirectly from any breach of this clause 4.1.
4.5 Subject at all times to clause 4.4 and whether or not E&J Bio has been advised of the possibility of such loss, E&J Bio shall not be liable in respect of the Services in contract, tort (including negligence) or otherwise howsoever arising for any claim, damage, loss or costs in respect of: any direct loss of profit; any direct loss of anticipated savings; or any indirect or consequential loss or damage howsoever caused including without limitation, any indirect loss of profit, loss of anticipated profit including loss of profit on contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation; and/or loss of data.
4.6 The limitations and exclusions in these Terms and Conditions shall only apply where permitted under applicable law.
5. Third Parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement these Terms and Conditions are not intended to, and do not, give any person who is not a party to it any right to enforce any of the provisions, except that any sub-contractor of E&J Bio and the servants and agents of E&J Bio and any such sub-contractor are third parties to these Terms and Conditions within the meaning of that Act and shall be entitled to enforce these Terms and Conditions accordingly.
6. Force Majeure
If the performance of this Agreement or any obligation under(except for an obligation to pay) it is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of that party obliged to perform it (including, without limitation, flood, fire, storm, strike, lockout, sabotage, terrorist act, civil commotion and government intervention), the party so affected shall (upon giving prompt notice thereof to the other party) be excused from performance to the extent only of the prevention, restriction or interference, provided always that the party so affected shall use all reasonable endeavours to avoid or remove the causes of non-performance and shall continue performance as expeditiously as possible as soon as such causes have been removed.
7. Records, Information & Audit
7.1 E&J Bio shall maintain, in accordance with Data Protection Laws binding on E&J Bio, electronic records of all categories of processing activities carried out on behalf of the Client.
7.2 E&J Bio shall, in accordance with Data Protection Laws, make available to the Client such information as is reasonably necessary to demonstrate E&J Bio’s compliance with its obligations under Article 28 of the GDPR (and under any Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Client (or another auditor mandated by the Client) for this purpose, subject to the Client:
7.2.1 giving E&J Bio reasonable prior notice of such information request, audit and/or inspection being required by the Client ;ensuring that all information obtained or generated by the Client or its auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential (save for disclosure to the Supervisory Authority or as otherwise required by Applicable Law) and ensuring that such audits or inspections are undertaken during normal business hours, with minimal disruption to E&J Bio’s business, the Sub-Processors’ business and the business of other customers of E&J Bio; and will cover the costs E&J Bio will incur during these inspections.
8. Breach Notification
In respect of any Personal Data Breach involving Protected Data that E&J Bio processes on behalf of the Client, E&J Bio shall, without undue delay notify the Client of the Personal Data Breach; and provide the Client with details of the Personal Data Breach.
9. Dispute Resolution
9.1 If any dispute arises relating to this Agreement or any breach or alleged breach of this Agreement, the parties shall make a good faith effort to resolve such dispute without recourse to legal proceedings. If, notwithstanding such good faith efforts, the dispute is not resolved either party may submit the dispute to the jurisdiction of the English Court.
9.2 Except to the extent clearly prevented by the area of dispute, the parties will continue to perform their respective obligations under this Agreement while such dispute is being resolved.
10.1 If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions will not be in any way affected.
10.2 E&J Bio may assign or sub-contract the performance of this Agreement (in whole or in part) or any one or more of the Tests to be performed hereunder to suitably accredited laboratories including those listed in the Laboratory Guide. The Client may not assign this Agreement or any of its rights or obligations hereunder without the prior approval of E&J Bio.
Relationship of the parties
10.3 It is acknowledged and agreed that E&J Bio and the Client are independent contractors and nothing in this Agreement shall create or be construed as creating a partnership or a relationship of agent and principal between the parties.
All notices given under this Agreement shall be in writing and shall be delivered by hand or sent by prepaid first class post or by prepaid first class recorded delivery. All notices shall be delivered at or sent, in the case of E&J Bio UK Ltd, 305 Neasden Lane, London NW10 1QR. A notice sent by post shall be deemed to be served at 9.00 am on the second business day following the date of posting; a notice sent by electronic mail shall (subject to posting of a hard copy as provided above) be deemed to have been served at the time it is transmitted if transmitted within business hours (9.00 am to 6.00 pm) on a business day or, if transmitted outside such business hours on a business day or on a day which is not a business day as soon thereafter as such business hours commence.