NatureMetrics Terms and Conditions
These Terms and Conditions apply to orders for NatureMetrics’ products and services (as defined below) placed either:
- Directly by our customers requiring our products and services; or
- By our distributors with whom we have entered into distribution agreements in various territories, and who place orders for our products and services on behalf of their end customers. These terms apply unless those separate agreements provide a different position so that the relevant provisions of the distribution agreement shall prevail.
The following definitions and rules of interpretation apply in these Terms and Conditions.
Business Day: A day other than a Saturday, Sunday or public holiday in England.
Client: Any person, company, or other entity, or appointed distributor whose request for the provision of Products is accepted by NatureMetrics.
Confidential Information: Information not otherwise in the public domain about the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing Party; and the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party.
Contract: The contract between NatureMetrics and the Client for the sale and purchase of the Products in accordance with these Terms and Conditions.
Citizen Science Kits: Kits sold directly to individual consumers for personal use.
Final Report: The report produced by NatureMetrics for the Client containing the Results and Analysis.
Intellectual Property Rights: Patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, including proprietary data, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
NatureMetrics: Nature Metrics Ltd, a company registered in England and Wales under Company number 9243907.
NatureMetrics IPRs: All Intellectual Property Rights owned by Nature Metrics, and all that arise from the performance of the Services by NatureMetrics including, but not limited to, the Final Report.
Order: The Client’s request for Products submitted to NatureMetrics in writing either through NatureMetrics’ web portal or by email, or the written acceptance of the NatureMetrics’ quotation, as may be the case.
Product: The end-to-end inclusive Service provided by NatureMetrics including the Kits manufactured and packed under the NatureMetrics Intellectual Property Rights, together with the Results and Analysis of samples and the Final Report produced by NatureMetrics.
Results and Analysis: The data, analysis and results following the processing of samples by the Supplier and provided in the Report.
Sample(s): The collection of organisms or sample of organic/environmental material supplied by the Client to NatureMetrics for molecular analysis.
a) A person includes a natural person, corporate or unincorporated body / entity (whether or not having separate legal personality).
b) A reference to a party includes its personal representatives, successors and permitted assignees.
c) A reference to a statute or statutory provision is a reference to it as amended. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
d) 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.
e) A reference to writing or written includes fax and email.
3. ACCEPTANCE OF ORDER
3.1. The Order constitutes an offer by the Client to purchase Products in accordance with these Terms and Conditions.
3.2. NatureMetrics can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
3.3. The Client must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
3.4. Orders will be placed by the Client using NatureMetrics’ web-portal or via a purchase order submitted via email to one of the NatureMetrics team.
3.5. When placing an Order, Clients must submit the following information; geographic location of sampling (to at least country level) and any specific species or taxonomic groups of interest. This will be submitted in the portal or along with the Purchase Order to enable NatureMetrics to approve the order based on our confirmation that the requirements of the Client fall within the Products offered by NatureMetrics.
3.6. Upon receipt of the order and associated information from the Client, NatureMetrics will respond to the Client within 1 working day. Only when NatureMetrics confirms acceptance is the Order effective; acceptance will be confirmed via email at which point and on that date the Contract shall come into existence (Commencement Date).
3.7. These Conditions apply to the Contract to the exclusion of any other terms that the Client may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3.8. Any quotation given by NatureMetrics shall not constitute an offer, and is only valid for a period of 60 Business Days from its date of issue.
4. PROVISION OF PRODUCTS
4.1. The provision of Products by NatureMetrics, and the time taken to analyse Samples and for the production and provision of the Final Report shall be in accordance with the timeline set out in the table below. These timelines apply for single Orders of up to, and including, 250 Kits. For single Orders exceeding 250 Kits, NatureMetrics will discuss the timeframe for Sample analysis and provision of the Final Report with the Client.
4.2. Timeline for the Provision of NatureMetrics’ Products:
4.3. NatureMetrics will use its best efforts to provide Products to its Clients within the time table outlined in clause 4.2 above. If the provision of Products and the fulfilment of an Order is delayed by an event outside the control of NatureMetrics, then NatureMetrics will contact the Client as soon as possible to inform the Client and will then take the necessary steps to minimise the effect of the delay. NatureMetrics will have no liability for any delay caused by events outside of its direct control.
4.4. NatureMetrics grants the Client an exclusive, royalty-free, worldwide licence to use the Final Report as the Client sees fit.
5. CLIENT’S OBLIGATIONS
5.1. The Client is responsible for collecting samples in accordance with NatureMetrics’ written instructions and as provided with the Kits, and for the storage, packaging, transportation, freight charges and insurance risk of the Samples to NatureMetrics’ Laboratory to ensure quality of the Samples for genetic analysis. The Client is responsible for the quality of the samples and the representativeness of the samples.
5.2. The Client is responsible for returning all Samples together with the Field Data Sheets in paper form and / or in our FieldMate App to NatureMetrics for processing and analysis. The Client shall arrange transportation of the Samples to NatureMetrics, such that Samples arrive within the timeframe agreed in writing between the parties. The Client is responsible for complying with any legal obligation on the transport of such Samples to NatureMetrics; for avoidance of doubt, The Client will be responsible for customs compliance at the customs border of the country in which sampling is taking place for orders outside of the UK, “Customs Compliance” includes obtaining any necessary licences, authorisations, permissions and the like, and also includes any payments due in respect of duties and/or taxes
5.3. For the avoidance of doubt this includes border control & customs compliance.
5.4. The Client will supply NatureMetrics with up to date, complete and accurate information in relation to the Order as may be required and/or reasonably requested from time to time by NatureMetrics. Failure to provide such information may result in NatureMetrics being unable to provide the Products, as a result of which NatureMetrics may terminate the Contract.
6.1. The fees payable to NatureMetrics shall be as set out on the NatureMetrics, ordering portal or in the Quote for services or as agreed between the parties in writing (in which case the agreed fees shall take precedence).
6.2. The Product price excludes:
i. Amounts in respect of UK value added tax (VAT) for UK clients, or other applicable sales taxes, which the Client shall additionally be liable to pay to NatureMetrics at the prevailing rate, subject to the receipt of a valid VAT invoice; and
ii. The costs and charges of transport of Product to any Client requiring delivery of outside of the UK, which shall be invoiced to the Client.
6.3. Payment is due upon submission of a valid invoice from NatureMetrics to the Client. The Client will pay within the following time scales:
6.3.1. For single species tests including GCN: 30 days after of submission of an invoice from NatureMetrics
6.3.2. For all other products: 60 days after submission of an invoice from NatureMetrics.
6.4. For our Citizen Science Kits only, clause 6.2 and 6.3 do not apply. Instead our price is inclusive of VAT and is paid at the time of placing the order on our website.
6.5. Any questions concerning any invoices should be sent to NatureMetrics within 15 working days of receipt by the Client.
6.6. The client will pay the full price indicated on the invoice in the currency indicated on the invoice plus VAT, or other sales tax as applicable, and at the current rate.
6.7. NatureMetrics reserves the right to cease to provide Products to the Client in the event of late payment for any Orders, and to withhold the Final Report until such time as payment is up to date.
6.8. 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).
6.9. NatureMetrics may exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation for any late payment if not made in accordance with these agreed payment terms.
7.1. Once the Order has been placed and accepted, NatureMetrics will process the Order and dispatch the Kits to the Client. The Client may only cancel the Order before Kits are dispatched by NatureMetrics. Clients wishing to cancel or amend Orders should contact NatureMetrics as soon as possible.
7.2. For the avoidance of doubt, once NatureMetrics has provided the Products, the Client cannot cancel.
7.3. The Client may choose to transfer the Kit to another project and should contact eDNAfirstname.lastname@example.org to arrange this.
7.4. Unused Great Crested Newt (GCN) kits should be returned to NatureMetrics for appropriate disposal of ethanol but will not be refunded.
7.5. Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
7.6. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
8. LIMITATION OF LIABILITY: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1. Nothing in this agreement excludes or limits liability for:
i. Personal injury (including death) caused by the negligent or wilful act or omission of either party or their servants or agents; or
ii. Fraud or fraudulent misrepresentation.
8.2. For the avoidance of doubt, NatureMetrics’ liability is limited to the cost of any Products and Services provided.
8.3. For the avoidance of doubt, NatureMetrics accepts no liability in relation to the Samples until they are acknowledged as received by NatureMetrics at the laboratory specified at the time an Order is placed.
8.4. NatureMetrics accepts no liability if the Client provides insufficient volume of Sample (i.e. less Sample than directed by NatureMetrics) for NatureMetrics to conduct Sample processing and analysis. If this occurs, NatureMetrics will inform the Client of the issue but no refund will be provided by NatureMetrics. The Client may purchase a further Kit at a specified Kit-only cost to collect a replacement Sample. The replacement Sample will be analysed by NatureMetrics as part of the original Order.
8.5. Upon NatureMetrics accepting an Order, NatureMetrics accepts liability for the transmission of Kits to the address specified by the Client when placing an Order.
8.6. The information contained within the Final Report provided by NatureMetrics to the Client is not intended to be advisory, it is informational. Interpretation and decisions are the sole responsibility of the Client, NatureMetrics does not accept any liability whatsoever for any reliance placed on any information contained within the Final Report by the Client.
8.7. NatureMetrics warrants that any regulated tests it provides are conducted in accordance with the guidance provided by the applicable regulator and are ‘fit for purpose’ as designated by the regulator. Regulated tests offered by NatureMetrics include, but are not limited to, the Great Nested Newt (GCN) eDNA test.
8.8. For the avoidance of doubt, NatureMetrics makes no representation, undertaking or warranty either expressed or implied that any Products or the Results and Analysis based on any testing not prescribed by a regulator contained within the Final Report will be fit for any particular purpose. Furthermore, NatureMetrics accepts no responsibility or liability to the Client or any third party, in each case, for any use that may be made of the Final Report provided by NatureMetrics.
8.9. Safe Sample collection is the responsibility of the Client. NatureMetrics accepts no liability associated with the use of the Kits and sample collection. The Client is responsible for ensuring that all necessary safety procedures are in place when collecting Samples using NatureMetrics’ Kits.
8.10. In the event that NatureMetrics loses or damages a Client’s Sample, NatureMetrics’ liability is limited to providing the Client with a refund for any Products ordered only in respect of the lost or damaged Sample.
9. INTELLECTUAL PROPERTY
9.1. NatureMetrics shall retain ownership of all NatureMetric IPRs.
9.2. NatureMetrics grants the Client a worldwide, non-exclusive, royalty-free, non-transferable licence to copy and otherwise use the Final Report or any part thereof.
10. OWNERSHIP OF SAMPLES, DNA, AND SEQUENCE DATA
10.1. The Client agrees and accepts that upon receipt of Samples from the Client, NatureMetrics is the sole owner of the physical Samples received from the Client and of the Results and Analysis following the processing of the Samples by NatureMetrics.
10.2. NatureMetrics will own and securely store all DNA extracted from the Samples. Any excess DNA extracted from the Samples after performing the analysis required by the client will be stored by NatureMetrics for a period of one year following the submission of the Final Report to the Client. The Client can request further analysis to be performed on the extracted DNA at any time within the one-year period for an additional fee. At the end of the initial one-year period, NatureMetrics is free to use any remaining DNA for R&D purposes. NatureMetrics’ full DNA storage policy is available upon request. Information concerning additional services and fees is available upon request.
10.3. NatureMetrics will own and securely store all DNA sequence data (Sequence Data) obtained by sequencing the extracted DNA. The Sequence Data will be stored indefinitely on NatureMetrics’ servers and NatureMetrics is free to use the Sequence Data as it sees fit. The Client can request NatureMetrics to perform further analysis on the Sequence Data at any time. It is at the discretion of Nature Metrics to accept such requests, and NatureMetrics will charge additional fees for any analytical services to be provided. Information concerning additional services and fees is available upon request.
11.1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted below.
11.2. Each party may only use or disclose the other party's Confidential Information:
i. For use - To its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this clause; and
ii. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3. Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12. DATA PROTECTION
12.1. NatureMetrics will comply with all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended (UK Data Protection Legislation).
12.2. NatureMetrics shall collect and process any Personal Data (as defined in the UK Data Protection Legislation) in accordance with the privacy notice which is available on NatureMetrics’ website, as may be amended from time to time.
13. FORCE MAJEURE
13.1. NatureMetrics shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. Such events include health crises, Government restrictions, importation and exportation restrictions, strikes, war, conflict or civil unrest, and natural weather disasters. In such circumstances Nature Metrics shall be entitled to a reasonable extension for the time for performing such obligations. If the period of delay or non-performance continues for (9) months, either Party may terminate this agreement by giving thirty (30) days’ written notice.
14. THIRD PARTY RIGHTS
14.1. 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.
15. GOVERNING LAW AND JURISDICTION
15.1. 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. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.