TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
Sample collections are performed by fully trained individuals on behalf of DNA Legal. They are assessed for their competency and must meet the high professional standards required by DNA Legal, including compliance with all company policies and procedures.
Sample collections are by their nature invasive, and whilst every care is taken by sample collectors and by DNA Legal to minimise the impact that sampling causes on participants, it is not always possible to guarantee a seamless collection process, or to completely avoid any visible impact to the testing site, especially with hair sample collections.
Whilst sample collectors are trained to explain this to testing participants, and will require their written consent before testing, all efforts should be made by the Customer to bring the intrusive nature of testing to the attention of the participant.
With regard to testing requiring a hair sample, a specific amount of hair is required in order to secure an accurate result. This amount varies depending on the type of hair and the type of testing that is needed. The hair samples will be taken from the donor in the most discrete location; however, if the donor has short or fine hair this will be visible.
Collectors are trained to limit the visible impact; however, neither DNA Legal nor any sample collector it uses can not be held liable for any cosmetic appearance, damage or distress caused by the testing.
After an appointment has taken place, samples will be returned to DNA Legal laboratories for analysis. Tracked courier services are used for all return sample shipments.
Courier firms used are independent and delays with couriers do occur for a variety of reasons. DNA Legal will carry out its best endeavours to mitigate the effect of any such courier delays; however, it takes no liability for the consequences of any instances of delays, or of samples lost or damaged during shipping.
Scientific testing is highly accurate. For DNA testing, we provide results which are 100% accurate with regard to the ‘exclusion of relationship’, and up to 99.99999% accurate with regard to ‘inclusion of relationship’.
All testing is carried out in compliance with relevant ISO standards and processes. However, DNA Legal cannot be held liable for the actions of its independent laboratory partners. All reasonable efforts are made to mitigate any such risks, including due diligence carried out annually by DNA Legal on its laboratory partners.
For Drug & Alcohol testing, they give a result which is indicative, not conclusive. The results can be impacted by external factors such as previous drug use, cosmetic, heating or chemical treatments, as well as the variance in hair growth rates in the case of hair samples (which impact the timeframe the testing covers). These factors are set out when an expert report is requested with the test. The testing is designed to confirm if a substance is present in the sample in question.
A negative test result indicates that no substance was detected. Whilst this therefore gives a very accurate indication of whether the person in question has or has not used a substance in the defined time period, it cannot ever give an absolute guarantee in that respect. And, a positive result merely indicates that a relevant substance was found in the sample.
Turn Around Times
DNA Legal aims to always deliver results within agreed turnaround times, and works closely with its clients to deliver results in line with any relevant court timeframes. There are, however, instances when, because of an event outside of our control, we are either unable to return test results within the agreed timescale, or when testing may need to be repeated to ensure the integrity of the test result. Such circumstances can extend the turnaround time for test results. In such instances, the customer will be notified as soon as possible, either with a revised results date, or to notify that repeat testing is required.
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).
The following definitions and rules of interpretation apply in these Conditions.
- Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
- Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
- Commencement Date: has the meaning given in clause 2.2.
- Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
- Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions and the “Legal Disclaimer” above.
- Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
- Customer: the person or firm who purchases Services from the Supplier.
- Customer Default: has the meaning set out in clause 4.2.
- Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
- Order: the Customer's order for Services as set out in the Customer's written acceptance of the Supplier’s quotation, overleaf.
- Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.
- Specification: the description or specification of the Services provided in writing by the Supplier to the Customer on the quote.
- Supplier: DNA Legal Ltd registered in England and Wales with company number 05073590.
- Supplier Materials: has the meaning set out in clause 4.1(f).
(a) A person includes a natural person, corporate or unincorporated body (whether having separate legal personality).
(b) A reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(c) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(d) A reference to writing or written includes fax and email.
2. Basis of contract
- 2.1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions and can be made using the Supplier’s online form, by telephone or by email. Each Order shall be deemed to be a separate offer by the Customer to purchase the Services. The Supplier may, at its discretion, accept an amendment to an Order by the Customer.
- 2.2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
- 2.3. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
- 2.4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- 2.5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. Supply of Services
- 3.1. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
- 3.2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- 3.3. The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
- 3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
- 3.5 Results will only ever be sent to the instructing party or requesting authority unless instructed otherwise at the point of request.
- 3.6 The Supplier of Services is considered complete as outlined in section 5.8.
4. Customer's obligations
- (a) ensure that the terms of the Order are complete and accurate;
- (b) co-operate with the Supplier in all matters relating to the Services;
- (c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier;
- (d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; this includes relevant information or details pertaining to the person(s) being tested which sample collectors visiting such persons may reasonably require to know;
- (e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- (f) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
- (g) comply with any additional obligations as set out in the Specification.
4.2. If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
- (a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
- (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and
- (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
5. Charges and payment
5.1. The Charges for the Services shall be provided at time of quotation and the Supplier shall be entitled to charge the Customer for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
5.2. The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.
5.3 The Supplier shall invoice the Customer on completion of the Services.
5.4 The Customer shall pay each invoice submitted by the Supplier:
(a) within 21 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
5.5. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.6. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.8 Supply of services will have been considered complete upon issue of testing results and dissemination of invoice(s).
(a) Any amendments required to financial billing information or apportionment of costs after testing has started will be subject to a fee of £85 ex. VAT payable by the instructing party or requesting authority; and
(b) Any request for financial amendment 6 months from service the completion/delivery date is subject to an administration fee of (£200 ex. VAT) payable by the instructing party or requesting authority; and
(c) Any request for financial amendment 12 months from the service completion/delivery date cannot be retrospectively amended or reopened.
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
7. Data protection
7.1. The parties shall comply with their data protection obligations under all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
7.2. For the purposes of this clause, Personal Data has the meaning set out in section 1(1) of the Data Protection Act 2018 and relates only to personal data, of which the Supplier is the controller and in relation to which the Supplier is providing Services.
7.3. The Supplier shall process the Personal Data only to the extent that, and in such a manner, as is necessary for the performance of the Services and shall not process the Personal Data for any other purpose without the Customer’s consent.
7.4. The Supplier shall not transfer the Personal Data outside of the European Economic Area without the Customer’s written consent.
7.6. The Supplier will retain all DNA samples for thirty years before destroying them.
7.7. The Supplier will retain all results and other information for twenty four months from the date of production before destroying.
8.0. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
8.1. Nothing in this clause 8 shall limit the Customer's payment obligations under the Contract.
8.2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.3. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982, and any other warranties, representations, conditions and other terms implied by statute or common law, are, to the fullest extent permitted by law, excluded from the Contract. In particular, the Supplier shall not be responsible for ensuring that the Services are suitable for the Customer’s particular purposes.
8.4. The Customer:
(a) Understands, acknowledges and agrees to the content of the Legal Disclaimer on page 1 of these Terms.
(b) Understands that the collection of biological samples for testing can be an invasive procedure, and acknowledges that DNA Legal shall not be held liable for any consequences arising from any such sample collection.
(c) Understands that, whilst the testing services provided by DNA Legal are highly accurate, no scientific testing is guaranteed to be 100% accurate, and that they, like all other forms of testing, can result in ‘false’ positive and negative results.
(d) Understands that when a hair sample is collected this has a visible impact on the hair of the participant. Whilst DNA Legal and its sample collectors work to minimise the impact, the range of substances tested combined with the varieties in participants’ hair type, length, colour and texture means the impact is sometimes more pronounced from one person to the next; and that DNA Legal accepts no liability for any such undesirable visible impact that occurs from time to time in hair sample collection.
8.5. Subject to Clause 8.2
(a) The Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) The Supplier’s total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid and/or payable by the Customer for the Services under this Contract in a contract year being each 12 month period commencing with the date of this Contract or any anniversary of it.
8.6. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.7. This clause 8 shall survive termination of the Contract.
9.1. The Customer shall have the right to cancel their contract with the Supplier for the services ordered, but for services requiring attendance by a sample collector, at least 6 days notice of cancellation is required. If any such appointment is cancelled less than 2 working days in advance, the full sample collection appointment charge is payable. If the appointment is cancelled less than 5 days in advance, a fee of £75 may be chargeable.
9.2. In addition to clause 9.1, a £75-£120 case fee plus shipping charges will apply if the services are cancelled after the case has been set up on the Supplier’s system, provided the samples have not been received by the Supplier. The case fee will be £75 if the services are cancelled within 7 days of the order so long as testing has not started. The case fee will be £120 if the services are cancelled within 7-20 days of the order so long as testing has not started. No refund will be payable if the services are cancelled more than 21 days after the order, or if the samples have been received by the Supplier and/or testing has started.
9.3. Furthermore, without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.4. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer.
9.5. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer becomes subject to any of the events listed in clause 9.3(c) or clause 9.3(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
(c) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.3(b).
10. Consequences of termination
10.1. On termination of the Contract:
- (a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.2. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
11.1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2. Assignment and other dealings.
- (a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
- (b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
(a) Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).
(b) Each party may disclose the other party's confidential information:
- (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and
- (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
11.4 Entire agreement.
- (a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- (b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.5. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.6. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
- (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email.
- (b) Any notice or communication shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- (c) This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
11.9. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.10. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
11.11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.