Terms & Conditions For GCN eDNA Analysis Services
1.1. 'Client': any person, organisation or company whose request for the provision of Services is accepted by NatureMetrics.
1.2. 'NatureMetrics': Nature Metrics Ltd, a company registered in England and Wales under Company number 9243907.
1.3. 'Order': the Client’s request for the Service(s) submitted to NatureMetrics in writing either through a web form or by email.
1.4. 'Service(s)': the carrying out of laboratory and/or computational analyses by NatureMetrics for a Client.
1.5.'Sample(s)': collection of organisms or sample of organic/environmental material supplied by the Client to NatureMetrics for molecular analysis.
1.6. 'Analysis Window': Dates during which the samples will be processed in the lab.
1.7. 'eDNA Test': a quantitative PCR test on pond water supplied by the Client to the NatureMetrics laboratory, following the protocol set out in the Technical Advice Note.
1.8. 'Technical Advice Note': Appendix 5 of the report WC 1067 entitled ‘Analytical and methodological development for improved surveillance of the Great Crested Newt’, published by Freshwater Habitats Trust in 2014. The full title of Appendix 5 is: ‘Appendix 5: technical advice for field and laboratory sampling of great crested newt (Triturus cristatus) environmental DNA’.
2.1. NatureMetrics undertakes to use reasonable endeavours commensurate with best scientific practice in the provision of the Service(s) but for the avoidance of doubt NatureMetrics makes no representation, undertaking or warranty either expressed or implied that the results of any Service will be fit for any particular purpose, and accepts no responsibility or liability to the Client or any third party, in each case, for any use which may be made of any results, materials, information, apparatus, method or process arising from the Service(s) provided by NatureMetrics.
2.2. NatureMetrics will supply sampling kits for all Orders and will not accept samples that have been collected using kits provided by any other company or organisation.
2.3. The start date of the Analysis Window will be confirmed in writing upon receipt of the Order, and will be at least two working days after samples are due to be collected from the Client.
2.4. NatureMetrics shall use all reasonable endeavours to complete the Service according to the agreed timeline, but any completion dates shall be estimates only.
2.5. Results may be determined as ‘positive’, ‘negative’ or ‘inconclusive’ regarding the presence of Great Crested Newt DNA. Where an inconclusive result is obtained, the eDNA Test may need to be repeated. The parties will discuss the timeline for any retesting, which will be charged to the Client at the normal fee.
3. Obligations of the Client
3.1. The Client is responsible for following the appropriate procedures for collection, storage and transportation of the Sample(s) to ensure the quality of the Sample(s) for genetic analysis.
3.2. The Client shall arrange transportation of the Sample(s) to NatureMetrics such that Sample(s) arrive within the time frame agreed in writing between the parties. NatureMetrics reserves the right to apply additional charges for Samples that are arrive later than agreed.
3.3. The Client warrants the information supplied to NatureMetrics in relation to the Order will be up to date, complete and accurate.
3.4 The client will indemnify, keep indemnified and hold harmless NatureMetrics against any losses, damages, expenses or claims brought or threatened by third parties as a result of or connected with the Services provided to that Client by NatureMetrics.
4.1. The fee payable to NatureMetrics shall be:
- 170 GBP excluding VAT for the standard provision of the Service (the “Standard Fee”);
- 260 GBP excluding VAT for the Fast Track Service as detailed in clause 2.4 (and subject to the provisions in that clause);
- 350 GBP excluding VAT for the Super Fast Track Service as detailed in clause 2.4 (and subject to the provisions in that clause); or
- as agreed between the parties in writing including email (in which case the agreed fees shall take precedence).
Unless otherwise stated, the fees exclude VAT, which NatureMetrics will add to its invoices at the appropriate rate.
Unless otherwise stated the fees include transportation costs for delivery of GCN sampling kits and return of samples to NatureMetrics.
4.2. Payment is due upon confirmation of the Order and submission of a valid invoice from NatureMetrics. Invoices will be issued once the order has been confirmed. Courier costs are included as part of the service.
4.3. The Order can be cancelled by giving no less than two weeks’ notice prior to delivery of the kits to the Client. If less than two weeks’ notice is given, payment shall be due in full. Unused kits cannot be refunded.
4.4. The Client will pay within 30 days of submission of a valid invoice from NatureMetrics the full price indicated on the invoice in Pounds Sterling plus VAT as applicable and at the current rate and any other taxes where applicable.
4.5. If the Client in good faith disputes the amount of any invoice issued by NatureMetrics, it shall provide NatureMetrics with written notice of such dispute (together with reasonable detail of the facts underlying such dispute) within ten (10) days following the date of such invoice. The Client shall pay the undisputed portion of the invoice (if any) by the due date. The parties shall cooperate in resolving the dispute expeditiously. If the parties agree that the Client owes some or all of the disputed amount, the Client shall pay such amount, together with interest at the Interest Rate from the original due date, within ten (10) days from the date of their agreement.
4.6. Subject to clause 4.5 hereof, NatureMetrics reserves the right to cease to provide the Service to the Client in the event of late payment for any Orders until such time as payment is up to date.
4.7. 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.
5.1. Except in the case of:
(i) personal injury (including death) caused by the negligent or willful act or omission of either party or their servants or agents; or
(ii) fraudulent misrepresentation; the aggregate liability of each party in connection with performance of the Services will not exceed the total amount payable by the Client to NatureMetrics. The liability of either party for any breach of this Agreement will not extend to any indirect, incidental or consequential damages or losses including (without limitation) loss of profits.
5.2. NatureMetrics accepts no responsibility for use of or reliance on information, reports, or materials arising from the Service(s), or for advice or information given in connection with them, either by the Client or by any third party who has obtained any of the said information or materials directly or indirectly from the Client.
6. Publicity and publication
6.1. Subject to clause 6.2 below, neither party shall use the name, crest, logo or registered image of the other Party nor the name of any employee or member of staff of the other Party nor their identity implied for any purpose without the express prior written permission of the other Party.
6.2. The inclusion of the Client’s name in a client list or the publication of the sums received from the Client by NatureMetrics in their Annual Reports and similar publications will be excluded from this clause.
7.1. Each party shall take all reasonable measures to keep confidential all information which is received from the other party under this Agreement and which is specified by the disclosing party to be confidential at the time of disclosure, and direct its employees, agents and sub-contractors to do the same. This obligation shall not apply to information which:
(i) either at the time of disclosure or after disclosure is published or generally available to the public other than through a breach;
(ii) is already in the receiving party's possession at the time of receipt and which was not acquired directly or indirectly from the disclosing party;
(iii) is acquired by the receiving party in good faith from a third party;
(iv) has been developed by or for the receiving party independently of the confidential information received from the disclosing party;
(v) is required to be disclosed by government regulation or law;
(vi) has been authorised to be disclosed in writing, by the disclosing party. The obligations of the parties under this clause shall survive the expiry or termination of this Agreement for a period of three (3) years after the Termination Date of this Agreement.
8. Force Majeure
8.1. If the performance by either party of any of its obligations under this Agreement (other than an obligation to make payments for the Services) shall be prevented by circumstances beyond its reasonable control, then such party shall be excused from performance of that obligation for the duration of the relevant event.
9. Relationship Between the Parties
9.1. Nothing in this Agreement will create any partnership or joint venture between NatureMetrics and the Client, and neither party will have the authority to act as agent for or enter into any commitments on behalf of the other.
10. Governing Law & Dispute Resolution
10.1. This Agreement shall be governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts. The parties shall use reasonable endeavours to discuss and resolve any disputes which may arise from this Agreement however if the parties cannot resolve the dispute within 28 days the parties shall apply to the Centre for Effective Dispute Resolution (“CEDR”) in London to appoint a mediator. The exchange of any relevant information and the structure to be adopted for the negotiation, to be held in London, shall be in accordance with the CEDR model mediation procedure. The parties shall accept the appointed mediator’s recommendations which shall be reduced to writing, signed by their duly authorised representatives, and shall become final and binding on the parties.
11.1. Either party may terminate this Agreement on 1 month’s written notice to the other party at any time.
1.2. Either party may terminate this Agreement forthwith by written notice given to the other party if the other party is either:
(i) a company, and the company passes a resolution or the court makes an order that it should be wound up or that an administrator be appointed, or makes a composition or an arrangement with its creditors, or if a receiver or manager or administrator on behalf of a creditor is appointed, or if circumstances arise which entitle the court or a creditor to appoint a receiver, manager or administrator or which entitle the court to make a winding up order; or
(ii) is an individual or a partnership which at any time becomes bankrupt, or has a receiving order made against him or her or makes any composition or arrangement with or for the benefit of his or her creditors, or purports to do so.
11.3. NatureMetrics may terminate the Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due for the Service on the due date for payment.
11.4. For the avoidance of doubt, termination of this Agreement for any reason shall not operate as to extinguish any debts owed by either party to the other.
This Agreement including its schedules constitutes the entire agreement between the parties and supersedes all previous understandings, commitments or agreements relating to the Services. Additions or changes to the Agreement will only be binding upon the parties where they are written and signed by authorised representatives of each party. For the avoidance of doubt the terms of this Agreement shall take precedence of the terms of any other terms purporting to relate thereto (including purchase order/s).