NatureMetrics Terms and Conditions

These Terms and Conditions ('Conditions') apply to orders for NatureMetrics' Sampling Services and Survey Design Services (as defined below).  

These Conditions do not apply to NatureMetrics' platform and subscription services.

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1. Definitions and interpretation

1.1 In these Conditions the definitions listed in Schedule 1 shall apply.

1.2 In these Conditions, unless context requires otherwise: (a) a reference to a party includes that party's personal representatives, successors and permitted assigns; and (b) a reference to legislation is a reference to it as amended, extended or reenacted from time to time and to any regulations made under it.
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1.3 The Contract is between Customer and: (a) NatureMetrics North America Ltd if Customer is located in North America. NatureMetrics North America Ltd is a company incorporated and registered under the laws of Ontario with a registered address at 590 Hanlon Creek Blvd, Unit 11, Guelph, Ontario, Canada, N1C 0A1; or (b) NatureMetrics Ltd if Customer is located outside North America. NatureMetrics Ltd is a company incorporated and registered in England with company number 09243907, whose registered office is at 1 Occam Court, Surrey Research Park, Guildford, GU2 7HJ, United Kingdom.
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2. Application of these Conditions

2.1 These Conditions apply to and form part of the Contract between NatureMetrics and the Customer.  They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification or other document ('Purchase Order') shall form part of the Contract.
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2.3 Each Purchase Order shall be an offer by the Customer to purchase the Sampling Services subject to the Contract including these Conditions.
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2.4 NatureMetrics may accept or reject a Purchase Order at its discretion.  A Purchase Order shall not be accepted, and no binding obligation to supply any Sampling Services shall arise, until the earlier of (i) NatureMetrics' written acceptance of the Purchase Order, or (ii) NatureMetrics performing the Sampling Services.
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2.5 Rejection by NatureMetrics of a Purchase Order, including any communication that may accompany such rejection, shall not constitute a counter offer capable of acceptance by the Customer.
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2.6 NatureMetrics may issue quotations to the Customer from time to time. Quotations are invitations to treat only.
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2.7 Once a Purchase Order has been accepted by NatureMetrics, the Customer may only cancel the Purchase Order if it does so in writing before NatureMetrics has dispatched the Kits to the Customer. NatureMetrics will confirm whether such cancellation attempt has been successful.
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3. Price

3.1 The price for the Sampling Services and Survey Design Services (if applicable) shall be as set out in the Sales Order Confirmation (the 'Price').

3.2 Unless specified to the contrary in the Sales Order Confirmation, the Price is exclusive of the costs of delivery of the Samples from the Customer to NatureMetrics (including any costs associated with duties, taxes, complying with applicable customs laws, or obtaining the necessary licences, authorizations and/or permissions).
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3.3 The Sales Order Confirmation shall set out (a) the costs of delivery of the Kits from NatureMetrics to the Customer; and (b) applicable taxes.
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3.4 The Customer shall pay any applicable taxes to NatureMetrics on receipt of a valid tax invoice.

3.4 If:  
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(a) shipping costs (or costs associated with duties, taxes, complying with applicable customs laws, or obtaining the necessary licences, authorizations and/or permission) or any other third party costs outside NatureMetrics' control increase more than 5% over the course of NatureMetrics providing the Sampling Services; or
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(b) Customer changes the shipping address in the Sales Order Confirmation and such change causes an increase in shipping costs (or costs associated with duties, taxes, complying with applicable customs laws, or obtaining the necessary licences, authorizations and/or permission) or any other third party costs outside NatureMetrics' control,
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then NatureMetrics shall separately invoice Customer for such increased costs. Customer shall pay the invoice within the time period set out on the invoice, or otherwise within 30 days of the date of the invoice.
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4. Payment

4.1 NatureMetrics shall invoice the Customer for the Sampling Services and Survey Design Services (where applicable), partially or in full, at any time following acceptance of the Purchase Order.

4.2 The Customer shall pay all invoices (i) in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice; (ii) in the currency as specified in each invoice; and (iii) to the bank account nominated by NatureMetrics.

4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date, NatureMetrics may, without limiting its other rights, charge interest on any amounts not paid when due up to the maximum amount permitted by applicable law.
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5. NatureMetrics' obligations

5.1 NatureMetrics shall use its reasonable endeavors to perform the Sampling Services and Survey Design Services (if applicable) in accordance with any timelines or end dates for performance specified in the Sales Order Confirmation.  Services which do not have specified commencement or end dates shall be performed by NatureMetrics as soon as possible but, in any event, within a reasonable period of time.

5.2 The Sampling Services shall be deemed to have been completed at such time as NatureMetrics issues the Final Report to the Customer.

5.3 Subject to clause 5.4, if NatureMetrics fails to comply with the provisions of clause 5.1 then the Customer may, at its option (a) refuse to accept any subsequent attempts to perform the Sampling Services and terminate the Contract immediately by written notice to NatureMetrics; and (b) procure services similar to the Sampling Services from an alternative supplier.

5.4 The remedies set out in clause 5.3 shall not be available to the Customer if the relevant delay in or failure of performance is caused by (a) the Customer's failure to provide NatureMetrics with adequate instructions for performance, or (b) Force Majeure.

5.5 Customer acknowledges that NatureMetrics may report to relevant authorities the presence or absence of certain species as a result of NatureMetrics' legal and regulatory obligations.
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6. Customer's obligations

6.1 Unless otherwise agreed, the Customer shall collect Samples only using the Kits and only in accordance with the instructions provided by NatureMetrics.
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6.2 The Customer is solely responsible for:

(a) ensuring that all necessary safety procedures are in place when collecting Samples using the Kits;

(b) ensuring that individual Samples are of sufficient quality and volume to allow NatureMetrics to perform the relevant genetic analyses;

(c) ensuring that the Samples are sufficiently representative of the wider sampling area, and (if relevant) for all other aspects of experimental and/or sampling design;

(d) storing and packing the Samples in accordance with instructions provided by NatureMetrics, in order to ensure the Samples received by NatureMetrics are of sufficient condition to allow NatureMetrics to perform the relevant genetic analyses;  

(e) ensuring that it has in place any required permits or approvals to collect and remove the Samples in compliance with applicable local law where the Samples are collected (and providing copies of such upon request by NatureMetrics); and

(f) providing to NatureMetrics such further information about the Samples as is reasonably required by NatureMetrics in order to provide the Sampling Services, as requested by NatureMetrics from time-to-time.

6.3 The Customer may not submit for analysis without the prior written consent of NatureMetrics any Samples which are known or suspected of containing toxic or hazardous materials, or biological pollutants  to the point where they may be considered harmful to health or to the environment. As a condition of providing its consent, NatureMetrics may require the Customer to accurately quantify (at its own cost, using a third party provider as necessary) the nature and concentration of the suspected contaminants, and provide this information to NatureMetrics.
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7. Delivery of Kits to the Customer

7.1 The Kits shall be delivered to Customer's address specified in the Sales Order Confirmation. The Kits shall be deemed delivered on their arrival at such location.
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7.2 Time of delivery is not of the essence.  NatureMetrics shall use its reasonable endeavors to meet delivery dates but such dates are indicative only.
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7.3 NatureMetrics shall not be liable for any delay in or failure of delivery caused by (a) the Customer's failure to make the specified delivery location available; (b) the Customer's failure to provide NatureMetrics with adequate instructions for delivery; or (c) Force Majeure.

7.4 Risk in the Kits shall pass to the Customer on delivery. Title to the Kits shall pass to the Customer once NatureMetrics has received payment in full and cleared funds for the Kits.
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8. Delivery and storage of samples

8.1 Unless otherwise agreed between the parties, NatureMetrics shall arrange for the transport of the Samples to NatureMetrics' laboratory, at the Customer's cost. Customer is responsible for ensuring the transportation of Samples complies with applicable local laws (including but not limited to export laws). Customer shall follow any reasonable instructions issued by NatureMetrics and/or a courier in respect of the transportation, packaging and shipping of Samples. The performance of the Kits & Tests Services is subject to Customer’s accurate and timely completion and return of the sample manifest form provided by Supplier.
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8.2 Ownership and risk in the Samples shall pass to NatureMetrics on delivery.  Following which, in the event that a Sample is lost or damaged while the responsibility of NatureMetrics, NatureMetrics' liability shall be limited to providing the Customer with a refund for any Sampling Services the adequate provision of which depended on the lost or damaged Sample.
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8.3 Subject to clause 8.4 and unless otherwise agreed, NatureMetrics shall store the Samples for a period of 1 year from receipt. During this period Customer can request further analysis to be performed on the extracted DNA for an additional fee and at NatureMetrics' sole discretion. Following the expiration of this period, NatureMetrics shall be free to retain or dispose of the Samples at its own discretion.
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8.4 Soil Samples. In relation to Samples comprising soil: once NatureMetrics has extracted from the Samples the DNA required to perform the Services, NatureMetrics shall retain such soil Samples for a minimum period of 10 business days following provision of the Final Report to Customer. If Customer wishes the soil Samples to be preserved for longer than this period, it must advise NatureMetrics as such before this period expires and make arrangements with NatureMetrics to take back possession of the soil Samples. Following the expiration of this period, NatureMetrics shall be free to retain or dispose of the soil Samples at its own discretion.
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9. Final Report

9.1 The Final Report shall be delivered to the Customer either via the Platform, within a self contained document, or via an online web portal or app (at NatureMetrics sole discretion). Where access is provided via the Platform, subject to the Customer's compliance with these Conditions, NatureMetrics grants the Customer a non-exclusive, non-transferable, personal right to access the Platform to receive the Final Report. Delivery and use of the Final Report shall be subject to these Conditions.

9.2 Where the Final Report is delivered via the Platform, the Final Report shall be available on the Platform for 3 months. Customer is responsible for making backup copies of the Final Report, both during this 3 month period and thereafter.  
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9.3 Where applicable, the Customer agrees that it will not use the Platform in violation of any of NatureMetrics' policies (including the Acceptable Use Policy) or in a manner that violates applicable law.
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9.4 Where applicable, the Customer may not enable any third parties (other than users it has authorized ('Authorized Users')) to access the Platform. Authorized User accounts cannot be shared or used by more than one individual at the same time. The Customer is solely responsible for its (and Authorised Users') use of the Platform and shall abide by, and ensure compliance with, all applicable laws. The Customer shall be liable for the acts and omissions of the Authorised Users.
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9.5 The Customer acknowledges that the Sampling Services (including the Final Report) do not purport to identify with complete certainty whether a species is present or absent at a particular location at a particular point in time.  Rather, the nature of the technology underpinning the Sampling Services is such that any Species List (or equivalent) provided to the Customer can only indicate, by reference to expressed probabilities, the likelihood of a species being present or absent, by reference to the techniques routinely used in the market at that time. As such, the Species List and the Final Report are by their nature informational only and are not intended to be advisory.  Interpretation of the Final Report and any consequential decision making are the sole responsibility of the Customer, and NatureMetrics does not accept any responsibility or liability in respect of actions taken by the Customer in reliance on the content of the Final Report.
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9.6 NatureMetrics cannot be responsible for the accuracy of information or data in the Final Report if, when collecting the Samples, Customer does not follow the instructions provided by NatureMetrics.
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10. Intellectual property rights

10.1 NatureMetrics is the owner or the licensee of all intellectual property rights (including all processes, techniques and know-how) in: (a) the Sampling Services; (b) the Platform; (c) the Final Report; (d) NatureMetrics Background IPR and (e) any data created during and in connection with the provision of the Sampling Services, and no proprietary rights are transferred to the Customer. All such rights are reserved.
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10.2 In consideration for the price of £1, receipt of which is duly acknowledged by Customer, Customer hereby assigns all present and future intellectual property rights in or relating to any final reports (including (i) the format and data charts within it, (ii) the algorithms, techniques and know-how used to generate such reports, (iii) photographic images contained within such reports, and (iv) all technical data generated during analysis of samples set out in the report) delivered by Supplier to Customer prior to acceptance of a Purchase Order (“Prior Reports”), to Supplier.  
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10.3 Subject to clause 10.1, all intellectual property rights in the information that the Customer provides to NatureMetrics shall remain owned by the Customer or the relevant third-party owner and the Customer grants to NatureMetrics a royalty-free, irrevocable, perpetual and non-exclusive licence to use such information and data to the extent necessary to perform or provide the Sampling Services. In addition to the foregoing, NatureMetrics may (i) collect anonymized, de-identified information relating to use of the Sampling Services (including usage data) in order to improve NatureMetrics' products and services and for other reasonable internal uses, and (ii) aggregate such anonymized, de-identified information with anonymous, de-identified information of its other customers for purposes of creating reports and other deliverables as part of its products and services. Any intellectual property rights in data, analysis and improvements derived from NatureMetrics' use of information which the Customer provides shall be owned by NatureMetrics.
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10.4 If the Customer provides feedback, comments or suggestions about the Service or any of NatureMetrics' technologies, products, or services ('Feedback'), the Customer agrees the Feedback is not confidential and NatureMetrics is free to use, disclose, reproduce, licence or otherwise distribute the Feedback without any obligations or restrictions of any kind, including intellectual property rights.
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10.5 NatureMetrics grants to the Customer (subject to full payment of fees) a sole, royalty-free, perpetual  licence to reproduce, use, publish, distribute, transmit, store, display, and download the Final Report and/or Prior Reports for its business purposes, and to make all or part of the Final Report and/or Prior Report public subject to the inclusion of the notice “© NatureMetrics [year]” (provided that where partly published, the published element reflects the applicable Final Report and/or Prior Report as a whole). The foregoing licence does not include the right for Customer to exploit the NatureMetrics Background IPR for direct commercial gain or facilitate any third party in doing so unless expressly agreed in writing by NatureMetrics. Any non-compliance by Customer with the terms of the licence granted in this clause, shall entitle NatureMetrics to revoke the licence upon written notice.
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11. Use of Final Report and Prior Reports

11.1 The Final Report and/or Prior Report may contain Confidential Information. NatureMetrics accepts that Customer may wish to disclose the Final Report and/or Prior Report to third parties for various business purposes. On this basis, to the extent the Final Report and/or Prior Report contains NatureMetrics' Confidential Information, NatureMetrics agrees that such disclosure shall be permitted in accordance with clause 14.2(a).
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11.2 Notwithstanding clause 10.1, NatureMetrics shall not without prior written permission of Customer (which may be given or withheld at the sole discretion of Customer) publish or otherwise make available to third parties a non-anonymized copy or extract of the Final Report and/or Prior Report and the confidentiality provisions set out in clause 14 shall apply to any information in the Final Report and/or Prior Report that identifies or could reasonably identify Customer.
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11.3 The Final Report and/or Prior Report may contain information on the presence or absence in certain locations of 'at-risk' species.  Both NatureMetrics and Customer acknowledge the potential negative impact on those species that publishing this information (whether in whole or in part) may have (with regards to, for example, poaching risk), and so will act responsibly when deciding if and by what means to transmit this information outside of their respective businesses. Customer acknowledges that if the Final Report, Prior Report and/or any data derived therefrom is published, Customer will publish such Final Report, Prior Report and/or data in its entirety in order to limit the possibility of any information being used out of context.
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12. Warranty

12.1 NatureMetrics warrants that, at the time of performance:

(a) it has the right, power and authority to enter into the Contract and grant to the Customer the rights (if any) contemplated in these Conditions and to perform the Sampling Services;
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(b) the Sampling Services shall conform in all material respects to their description in the Sales Order Confirmation and shall be free from material defects;
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(c) the Sampling Services and Survey Design Services (if applicable) shall be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13;  
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(d) any regulated tests it provides (including, for example, the Great Crested Newt eDNA test) are conducted in accordance with the guidance provided by the applicable regulator and are 'fit for purpose' as designated by the regulator at the time of performance; and
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(e) in respect of Survey Design Services, NatureMetrics shall use its reasonable endeavors to meet any delivery dates but such dates are indicative only.

12.2 The Customer understands and agrees that, where applicable, the Platform is provided "as is" and NatureMetrics (and its affiliates) expressly disclaim all warranties of any kind, express or implied. Customer acknowledges that calculation methods are constantly evolving depending on academic studies published and that metrics provided under these Terms may change from time to time on this basis. NatureMetrics will use reasonable endeavors to explain such changes where they are material.

12.3 NatureMetrics makes no representation or warranty, either expressed or implied, that any of the Sampling Services based on any testing not prescribed by a regulator will be fit for any particular purpose.

12.4 Customer warrants that it has provided NatureMetrics with all relevant, full and accurate information as to the Customer's business and needs.

12.5 As the Customer's sole and exclusive remedy, NatureMetrics shall, at its option, remedy, reperform or refund the Sampling Services or Survey Design Services (where applicable) that do not comply with clause 12.1, provided that:

(a) the Customer serves a written notice on NatureMetrics not later than 10 business days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and
(b) such notice specifies that some or all of the services do not comply with the applicable sections of clause 12.1 and identifies in sufficient detail the nature and extent of the defects; and
(c) the Customer gives NatureMetrics a reasonable opportunity to examine the claim of the defective services.

12.6 The provisions of these Conditions shall apply to any Sampling Services and Survey Design Services (where applicable) that are remedied or reperformed with effect from performance of the remedied or reperformed Sampling Services or Survey Design Services (where applicable).

12.7 Except as set out in this clause 12, NatureMetrics:

(a) gives no warranties and makes no representations in relation to the Sampling Services and Survey Design Services;  
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(b) shall have no liability for their failure to comply with the warranty in clause 12.1, and all warranties and conditions (including the conditions implied by ss 12-16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law;
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(c) shall not be liable for any damages resulting from the use of the Survey Design Services. The entire risk arising out of use or performance of the Survey Design Services remains with Customer.
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13. Limitation of liability

13.1 The extent of the parties' liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.

13.2 Subject to clauses 13.3 and 13.4, NatureMetrics' total liability shall not exceed the sum of the Price payable by the Customer pursuant to the Contract.
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13.3 Subject to clause 13.4, NatureMetrics shall not be liable for consequential, indirect or special losses.
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13.4 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other losses which cannot be excluded or limited by applicable law.
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14. Confidentiality

14.1 Each party undertakes that it shall keep any information that is confidential in nature concerning the other party including, any details of its business, affairs, customers, clients, suppliers, plans or strategy ('Confidential Information') confidential and that it shall not use or disclose the other party's Confidential Information to any person, except as permitted by clause 14.2.  
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14.2 A party may:
(a) subject to clause 14.4, disclose any Confidential Information to any of its employees, officers, representatives or advisers ('Representatives') who need to know the relevant Confidential Information for the purposes of the performance of any obligations under the Contract, provided that such party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 14 as if it were a party;
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(b) disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
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(c) subject to clause 14.4, use Confidential Information only to perform any obligations under the Contract.

14.3 This clause 14 shall remain in force for a period of 5 years after termination of the Contract.  

14.4 To the extent any Confidential Information is personal data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with the provisions of clause 15.
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15. Data Protection

NatureMetrics will process personal information in line with applicable data protection and privacy legislation in force from time to time. NatureMetrics shall collect and process any personal data in accordance with the Privacy Notice, as may be amended from time to time.
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16. Termination

16.1 Either party may terminate the Contract at any time by giving notice in writing to the other party if:
(a) the other party commits a material breach of Contract and such breach is not remediable;
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(b) the other party commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach; or
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(c) any consent, licence or authorization held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
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16.2 NatureMetrics may terminate the Contract at any time by giving notice in writing to the Customer if the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after NatureMetrics has given notification that the payment is overdue.
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16.3 At any time either party may terminate the Contract with immediate effect by giving notice in writing to the other party if that other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part Al of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 16.3.  The right to terminate in this clause 16.3 shall not apply to any relevant procedure entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.
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16.4 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.
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16.5 Any provision of these Conditions which expressly or by implication is intended to survive termination of the Contract shall do so, howsoever caused.
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17. Compliance with laws and policies

In performing their respective obligations under the Contract, each party shall comply with: (a) all applicable laws, statutes, and regulations from time to time in force; and (b) NatureMetrics' antibribery and antislavery policies as available on NatureMetrics' website from time to time.
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18. General provisions

18.1 Force Majeure. Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so.  If the Force Majeure event continues for a continuous period of more than 9 calendar months, either party may terminate the Contract by giving 30 days' prior written notice to the other party.
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18.2 Notices.  Notices under the Contract shall be in writing and sent to (a) in the case of NatureMetrics, the email or postal address set out at www.naturemetrics.com/contact-us; and (b) in the case of the Customer, either by email to the email address as set out in the Sales Order Confirmation, or by post to the Customer's address as set out in the Sales Order Confirmation. Notices may be given, and shall be deemed received: (i) by first class post: 2 business days after posting; (ii) by hand: on delivery; and (iii) by email: 24 hours from delivery if sent to the correct email address and no notice of delivery failure is received, or on receipt of confirmation of receipt from the recipient. This clause 18.2 does not apply to notices given in legal proceedings or arbitration.
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18.3 Each party shall at the request of the other party, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to the Contract.

18.4 The Contract constitutes the entire agreement between the parties.  Each party acknowledges that in entering into the Contract it does not rely on 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 based on any statement in the Contract.

18.5 The Customer may not assign, subcontract or encumber any of its rights or obligations under the Contract, in whole or in part, without the prior written consent of NatureMetrics.  NatureMetrics may assign, subcontract or encumber any of its rights or obligations under the Contract, in whole or in part, without the prior written consent of the Customer.
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18.6 The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it.

18.7 The Customer recognizes that any breach or threatened breach of the Contract may cause NatureMetrics irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to NatureMetrics, the Customer acknowledges and agrees that NatureMetrics is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

18.8 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
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18.9 A waiver of any right or remedy is only effective if given in writing.  A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18.10 Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under the Contract it will comply with all applicable law, provided that neither party shall be liable for any breach of this clause 18.10 to the extent that such breach is directly caused or contributed to by any breach of the Contract by the other party.

18.11 In the event of any conflict between these Conditions and the Sales Order Confirmation, the Sales Order Confirmation shall prevail.  

18.12 NatureMetrics may provide the Sampling Services through any of its affiliates.

18.13 Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract.

18.14 Unless it expressly states otherwise, a person who is not a party to this Contract shall not have any rights under or in connection with it, save that any entity in NatureMetrics' group may enforce this Contract as if they were NatureMetrics and a party to this Contract.
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18.15 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by the laws of:  
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(a) England, if Customer contracts with NatureMetrics Ltd, and to the fullest extent permitted by law, the English courts shall have the exclusive jurisdiction over any dispute or claim relating to this Contract; or  
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(b) the Province of Ontario and the federal laws of Canada applicable therein, if Customer contracts with NatureMetrics North America Ltd, and to the fullest extent permitted by law, the courts of the Province of Ontario shall have the exclusive jurisdiction over any dispute or claim relating to this Contract.
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Schedule 1 - Definitions

'Contract' means the agreement between NatureMetrics and the Customer for the supply and purchase of Sampling Services incorporating these Conditions and the Sales Order Confirmation and including all their respective schedules, attachments, annexures and statements of work;
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‍'Customer' means the party which has agreed to purchase the Sampling Services from NatureMetrics and whose name and details are set out in the Sales Order Confirmation;
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‍'Final Report' means the report (and any data included therein) provided to the Customer by NatureMetrics  detailing the results of the analyses conducted as part of the Sampling Services (regardless of whether it is  provided within a self contained document, or via an online web portal or app);

‍'Force Majeure' means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract, but excluding the Customer's inability to pay or circumstances resulting in the Customer's inability to pay;

‍'Kit' means a sampling kit (including instructions) to be provided by NatureMetrics as part of the Sampling Services, which the Customer can use to collect Samples;

‍“NatureMetrics Background IPR” means (i) the format of the Final Report and/or Prior Report and all data charts within it, (ii) the algorithms, techniques and know-how used to generate the Final Report and/or Prior Report, (iii) photographic images contained within the Final Report and/or Prior Report, and (iv) all technical data generated during analysis of each sample commissioned or supplied by Customer (including but not limited to location and topographical data);

‍'Platform' NatureMetrics' cloud-hosted software as a service platform, known as the 'Intelligence Platform';

‍'Sales Order Confirmation' means the document issued by NatureMetrics to the Customer as final confirmation of the Sampling Services, the Price, timelines for delivery, and other matters specific to the Customer's order;

‍'Sample' means the collection of organisms or a sample of organic/environmental material supplied by the Customer on which NatureMetrics shall perform the genetic analyses relevant to the Sampling Services;

‍'Sampling Services' means, in general: (a) the delivery of Kits to the Customer; (b) on receipt of Samples back from the Customer, the analysis of those Samples by NatureMetrics for the presence or absence of certain species' DNA within those Samples; and (c) any other services as agreed between the parties; each as further specified in the Sales Order Confirmation;

‍'Species List' means a list of species detected in each Sample, including for each species the number of DNA sequences present in each Sample.

‍“Survey Design Services” consultancy services agreed by the parties under a Sales Order Confirmation in respect of survey design for testing in relation to certain Projects.  
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These Terms were published on 8th February 2024.