1.    Definitions

  1. Client’: any person, organisation or company whose request for the provision of Services is accepted by NatureMetrics.
    1. Intellectual Property’:  patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks 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, 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.
    1. NatureMetrics’: Nature Metrics Ltd, a company registered in England and Wales under Company number 9243907.
    1. NatureMetrics IPRs’:  all Intellectual Property Rights arising from the performance of the Services by NatureMetrics including the Final Report.
    1. ‘Order’: the Client’s request for the Service(s) submitted to NatureMetrics in writing either through a web form or by email.
    1. Final Report’: the report produced by NatureMetrics for the Client setting out the results of the Services.
    1. ‘Service(s)’: the carrying out of laboratory and/or computational analyses of the Sample(s) by NatureMetrics for a Client.
    1. ‘Sample(s)’: collection of organisms or sample of organic/environmental material supplied by the Client to NatureMetrics for molecular analysis.

2.    Services

  • A contract will come into existence between the Client and NatureMetrics when NatureMetrics emails a confirmation accepting a request for the provision of Services.
    • NatureMetrics undertakes to use reasonable care and skill 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.  The Client may request that NatureMetrics repeat or fix the Services if they are not carried out with reasonable care and skill, or receive a partial refund if no fix is possible.
    • NatureMetrics shall use all reasonable endeavours to complete the Service according to the agreed timeline, but any completion dates shall be estimates only.  In accordance with the Client’s legal rights any Services will be carried out within a reasonable time.  If the provision of Services is delayed by an event outside the control of NatureMetrics then NatureMetrics will contact the Client as soon as possible to let the Client know and take steps to minimise the effect of the delay.  Provided NatureMetrics complies with the foregoing, there will be no liability for such delay.  However, if there is a risk of a substantial delay, the Client may terminate this Agreement and receive a refund for any Services paid for but not received.

3.    Obligations of the Client

  • The Client is responsible for following the appropriate procedures for collection, storage and transportation of the Sample(s) to ensure quality of the Sample(s) for genetic analysis.
    • The Client shall arrange transportation of the Sample(s) to NatureMetrics.
    • The Client will supply NatureMetrics with up to date, complete and accurate information in relation to the Order as may be required and/or requested from time to time by NatureMetrics.  Failure to provide such information may result in NatureMetrics being unable to provide the Services, as a result of which NatureMetrics may terminate this Agreement. 

4.    Payment

  • The fees payable to NatureMetrics shall be as set out on the NatureMetrics website 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.
    • Payment is due upon confirmation of the Order and submission of a valid invoice from NatureMetrics.
    • 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.
    • For orders made online through the NatureMetrics website, payment is due immediately.
    • NatureMetrics reserves the right to cease to provide the Service to the Client in the event of late payment for any Orders, and to withhold results until such time as payment is up to date.
    • 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.    Cancellation

  • The Client may cancel the Order by notifying NatureMetrics in writing 14 days after the day NatureMetrics accepts the Order by email. However, once NatureMetrics has completed the Services, the Client cannot cancel, even if the 14 day period is still running. If the Client cancels after NatureMetrics has started work to provide the Services, the Client is liable to pay a reasonable amount for any work in relation to the Services up until the time of Cancellation. 

6.    Liability

  • 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.
    • NatureMetrics shall not be liable for any business losses.  In the event the Client uses the Final Report and/or any results arising from the Services for any commercial or business purpose, NatureMetrics shall have no liability to the Client for any loss of profit, loss of business, business interruption or loss of business opportunity.
    • NatureMetrics accepts responsibility for loss or damage suffered by the Client that is a foreseeable result of a breach of these terms or failure by NatureMetrics to use reasonable care and skill in providing the Services.

7.    Intellectual Property

  • NatureMetrics shall retain ownership of all NatureMetrics IPRs.
    • 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.

8.    Data Protection

  • NatureMetrics shall collect and process any Personal Data (as defined in the Data Protection Act 2018) in accordance with the privacy notice which is available on its website, as may be amended from time to time.

9.    Force Majeure

  • 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.

10. Governing Law & Dispute Resolution

  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.

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).