1.               Definitions

1.1           In these Terms of Contract (“Terms”):

(a)      ‘Cancellation Charge’ means the sum of £5 in respect of administration already carried out where the Customer cancels an order prior to commencement of testing;

(b)     ‘Customer’ shall mean the person identified as such on the Test Request Form submitted to INNOVIS;

(c)     ‘Designated Laboratory’ means the independent, accredited laboratory responsible for undertaking the genotyping tests;

(d)     ‘Fee’ means the fee per Sample in respect of the Services, as detailed in the Test Request Form and paragraph 3.1;

(e)     ‘INNOVIS’ means Innovis Limited;

(f)     ‘Kit’ means the sampling kit supplied to the Customer by INNOVIS for the taking of a Sample and will include such items as may be specified by INNOVIS from time to time;

(g)     ‘Report’ means the report detailing the results of the Services, supplied by INNOVIS to the Customer;

(h)     ‘Samples’ shall mean ear tissue, blood, semen or any other biological sample as appropriate accepted by INNOVIS for genotyping analysis;

(i)     ‘Services’ means the provision by INNOVIS to the Customer of genotyping services, which shall comprise analysis which shall be carried out using whatever genetic test(s) and laboratory methodologies is/are deemed necessary by INNOVIS;

(j)     ‘Test Request Form’ means the form completed by the Customer when registering to receive the Services; and

(k)     ‘Veterinarian’ means the qualified veterinarian retained by the Customer to take the Sample or Samples if required

1.2           References to paragraphs are to the paragraphs of these Terms

2.               Application of the Terms

2.1           The Terms shall apply to the supply by INNOVIS of Genotyping Services to the Customer.  By submitting the Test Request Form in respect of the Services to INNOVIS, the Customer shall be deemed to have accepted the Terms.

2.2           Completion of the Test Request Form by the Customer requesting INNOVIS to carry out the Services will be deemed to constitute an order for the testing of the number of Samples identified in it, which, if accepted by INNOVIS, shall constitute a binding contract for the supply of such tests on and subject to these Terms.

2.3           These Terms, Innovis Terms and Conditions for the Supply of Goods and Services and the Test Request Form shall constitute the entire agreement (the ‘Contract’) between the parties relating to the provision of the Services, to the exclusion of all other terms, including any terms implied by law which are capable of being excluded by contract. Neither INNOVIS nor the Customer have, in entering into the Contract, relied on any statement or promise not expressly set out in these Terms. Nothing in this paragraph 2.3 shall operate to limit or exclude any liability for fraud.

3.            Payment of the Fee and Registration

3.1           The Fee payable for the Genotyping Services is quoted exclusive of VAT.  The Fee will cover, the performance of DNA testing, the analysis of the test results and the provision of the Report. The Fee does not cover the provision of the Kit, the cost of taking the Samples (e.g. any Veterinarian’s fees which may be incurred), which shall be met by the Customer.

3.2           On receipt by INNOVIS of a notification acceptable to INNOVIS, INNOVIS shall despatch to the Customer:

(a)                  the number of Kits purchased for use in taking a Sample from each animal;

(b)            a copy of these Terms; and

(c)            the Test Request Form to be completed by the Customer.

3.3           The testing of the Sample or Samples shall commence on receipt by the Designated Laboratory of:

(a)                  written confirmation from INNOVIS that INNOVIS has received a duly completed Test Request Form from the Customer and payment in cleared funds of the total amount payable (calculated as a multiple of the Fee and the total number of Samples to be tested); and

(b)            the Sample or Samples.

3.4           In the event of an order being cancelled by the Customer for whatever reason prior to the commencement of testing of a Sample or Samples, INNOVIS shall refund the balance of the Fee less the Cancellation Charge. No refund will be made where testing of the Sample or Samples has been started.

4.            Taking and despatch of Samples

4.1           The Client shall be responsible for procuring the Sample, including any veterinary intervention, as stipulated by INNOVIS and according to the instructions given on the Test Request Form. INNOVIS accepts no responsibility for the acts and omissions of the person taking the Sample or Samples.

4.2           The Customer shall be responsible for ensuring that the Sample for testing is sent to INNOVIS.

4.3           Samples may be rejected if:

(a)            the Sample is unlabelled or the label has become detached;

• the Sample submitted is insufficient to allow analysis
• the Sample is broken or has leaked in transit;
• the Sample tube is empty;
• the Sample has decomposed, or is not the agreed type (i.e. ear tissue, blood or semen, as the case may be);
• the packaging is hazardous – for example if used needles are enclosed; or
• any other reason requiring rejection in INNOVIS’s reasonable opinion.

4.4           INNOVIS reserves the right to request further Samples at the expense of the Customer, in particular but without limitation, in cases where the quantity or the quality of the Sample received, or the identification procedure carried out, is not, in the opinion of INNOVIS, adequate or does not comply with the instructions issued to the Customer/the Veterinarian in the Kit.

4.5           INNOVIS reserves the right to charge an additional fee if the incorrect product is used to take the Sample or Samples.

4.6           INNOVIS does not accept responsibility for:

(a)                  Samples taken using sampling kits different to the Kits supplied by or on behalf of INNOVIS;

(b)                  Samples sent in respect of animals not identified in the Submission Form; or

(c)                  Samples damaged, mislaid or lost in transit.

INNOVIS reserves the right to destroy all Samples rejected by it pursuant to Clause 4.3 or referred to in Clause 4.6 on receipt.

5.             Testing, Reports and further testing

5.1           On receipt of a Sample suitable for analysis, INNOVIS shall procure that the testing of the Sample is carried out by the relevant designated laboratory and supply the Sample(s) to the laboratory.

5.2           INNOVIS will take all reasonable steps to prepare the Report within a reasonable time but cannot accept any responsibility for any delay however occasioned.

5.3           The Report shall be emailed and posted to the Customer by INNOVIS.  INNOVIS does not accept responsibility for any Report mislaid or lost in transit.

5.4           If the Designated Laboratory is not successful in genotyping a Sample after one attempt, INNOVIS shall notify the Customer to arrange for another sample to be taken. The cost of the samplers and postage will be born by the customer but no additional laboratory fees will be charged by Innovis.

5.5           If the Customer has reasonable grounds for considering the original test results to be inaccurate, INNOVIS will re-analyse the Sample given, provided that such query is raised within 12 months of the Report being sent to the Customer.  INNOVIS may at its discretion make a reasonable charge for additional tests.

6.               Warranties

6.1           INNOVIS warrants that:

(a)                  All Kits supplied directly to customers shall be of satisfactory quality and fit for its purpose;

(b)                  it shall use reasonable skill and care in providing the Services.

7.               INNOVIS’s liability

7.1           The Customer’s attention is drawn to the fact that scientific tests (including the tests) are subject to a margin of error.

7.2           If results of testing are reported incorrectly, INNOVIS shall retest the Sample free of charge and shall also pay to the Customer an amount equal to the Fee for the original testing.

7.3           Subject to Paragraph 7.2 and 7.5, INNOVIS’s maximum aggregate liability to the Customer for all claims (be they in contract, tort, under statute (including in each case negligence) or otherwise) arising under or in connection with any Contract shall be limited to £1,000.

7.4           INNOVIS does not accept responsibility for any:

(a)                  loss of profit, loss of anticipated saving, loss of contracts, loss of business or loss of revenue suffered by the Customer; or

(b)                  indirect or consequential loss suffered by the Customer.

7.5           Nothing in paragraph 7 shall operate to limit or exclude INNOVIS’s liability or death or personal injury to humans caused by INNOVIS’s negligence, or for fraud.

8.               Confidentiality and data

8.1           Subject to Clause 8.2, Customer registration details, Samples and results will only be used for the purpose of providing a genotyping analysis service to the Customer.  INNOVIS retain all other computer and file records relating to the Customer and the specific identification of a Sample for up to 60 months following the date of the Report.  This paragraph shall not apply to Samples or data used for validation purposes.

8.2           The Customer acknowledges that data, results and surplus samples submitted for genotyping analysis may be used for the purposes of conducting research, product development and commercialisation. Where this occurs, the technology provider shall own all results and outcomes (including all Intellectual Property Rights in such results and outcomes) and benefits arising out of such research, development and commercialisation and will have a perpetual, non-exclusive, non-revocable, royalty-free licence to use and commercialise all data, reports and results generated from the Tests conducted on the Samples. Any publications resulting from such research will ensure that Samples, data and results remain anonymous and are not capable of being linked or traced back to any individual animal or the Customer.  In addition, the Customer acknowledges that registration details may be used by INNOVIS to provide the Customer with information about other INNOVIS products and services that may be of interest.  If the Customer does not wish to receive such information, the Customer should notify INNOVIS of this in writing.

9.                General

9.1           A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms, but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.

9.2           The Customer may not assign or otherwise transfer the benefit of any Contract.

9.3           INNOVIS may assign and/or subcontract its obligations under any Contract.

9.4           INNOVIS shall not be liable to the Customer for any delay in performance of the Services if (and to the extent that) such delay is caused by any circumstances beyond its reasonable control such as, without limitation, an act of God; an act of war or civil commotion, strikes or other industrial action, fire or explosion, any action taken by a governmental or public authority of any kind, power failure or insolvency of or default by a third party supplier which is itself affected by a event beyond its reasonable control.

10.               Governing Law and Jurisdiction

10.1           These Terms and each Contract are governed by and shall be construed in all respects in accordance with the laws of England & Wales.

10.2           Any dispute arising under or in connection with these Terms and/or any Contract shall be subject to the jurisdiction of the English & Welsh Courts, whose jurisdiction shall be exclusive in all matters save the enforcement of judgements, where it shall be non-exclusive.