These terms and conditions set out the basis on which the provider laboratory is prepared to supply genetic testing services ("Services") to a customer ("Customer"), on behalf of GeneAdviser Limited ("GeneAdviser") the owner and operator of the website at geneadviser.com ("Site").
The contents of each order, and all associated tissue samples, that are submitted by Customer to provider laboratory via the Site ("Order"), and with these terms and conditions, together constitute the whole agreement between Customer and the provider laboratory in relation to each Order to the exclusion of all other terms and conditions.
The provider laboratory and GeneAdviser reserve the right to reject any Order that is submitted by any person who is not an accredited medical professional or an authorised representative of a hospital.
By browsing the Site, creating an account and/or submitting an Order(s), Customer hereby agrees to be bound by these terms and conditions.
The provider laboratory and GeneAdviser reserve the right to amend these terms and conditions from time to time. Any such amendments shall come into force 30 days after they have first been posted on the Site and shall apply to all orders submitted thereafter.
By submitting any Order, Customer acknowledges that Customer has not relied on any statement, warranty or representation other than those made in these terms and conditions.
OBLIGATIONS OF THE PROVIDER LABORATORY
In consideration of Customer's payment of the fees (and any applicable VAT) specified on the Site in respect of each Order, using the online payment tools made available on the Site or such other payment method as may be agreed in writing between the parties, the provider laboratory shall:
use reasonable endeavours to provide the Services in accordance with these terms and conditions and all applicable laws and regulations;
use reasonable endeavours to complete each of the tests comprised in the Order within the time periods specified for each such test on the Site; and
subject to payment of the relevant fees, arrange for delivery of the results of the Services ("Results") by GeneAdviser either via the Site or in such other format and manner as may be agreed between the parties.
The provider laboratory warrants that the Services will be supplied using reasonable care and skill using suitably qualified personnel.
Unless otherwise required by applicable law, and subject to Customer obtaining all relevant consents, the provider laboratory agrees to store any tissue samples submitted by Customer in connection with each Order for a period of 12 months from the date of completion of the tests specified in such Order.
Customer warrants and represents to the provider laboratory and GeneAdviser that:
it has complied, and will continue to comply, with all laws and regulations applicable to the collection, storage, shipping and submission of all information and samples associated with each Order, including obtaining all relevant consents in writing; and
all tissue samples submitted by Customer in association with each Order will be sufficient in quantity and quality to enable the provider laboratory to perform the tests that are the subject of the Order, and will be packed and transported safely and securely.
Customer acknowledges and agrees that:
no genetic test is 100% accurate and that the provider laboratory excludes all liability for inaccuracy of Results to the fullest extent permitted by law;
all intellectual property rights of the provider laboratory used in the performance of the Services are and shall remain the exclusive property of the provider laboratory; and
all intellectual property rights in the Results shall vest, upon creation, in GeneAdviser.
Neither the provider laboratory nor GeneAdviser shall be liable to Customer for any damage to or loss of data, loss of profit, loss of anticipated savings, loss of revenue, or for any indirect or consequential loss or damage.
The maximum aggregate liability of the provider laboratory in relation to any Order shall in no circumstances exceed the fees payable by Customer in relation to that Order.
Nothing in these terms and conditions shall be construed as excluding or limiting any liability for death or personal injury caused by negligence or liability for fraud.
A party ("Receiving Party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
No person other than the provider laboratory, Customer and GeneAdviser shall have any rights under or in connection with these terms and conditions, whether under the Contract (Rights of Third Parties) Act 1999 or otherwise.
A waiver of any right under these terms and conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
If any provision of these terms and conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Customer shall not, without the prior written consent of the provider laboratory, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under any Order or these terms and conditions.
Nothing in these terms and conditions is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
These terms and conditions and any disputes or claims arising out of or in connection with them or any Order shall be governed by and construed in accordance with the laws of England and the parties agree that the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.