Terms and Conditions
1.1 GHC is offering comprehensive and complete pathology and medical genetic laboratory service through collaboration with specialist laboratories (the ‘Services’). Pathology services includes the screening, diagnosing and monitoring of common diseases and conditions affecting individuals and their families. Medical genetics focuses on the diagnosis and management of genetic disorders.
1.2 GHC warrants to the Client that the Services will be provided by accredited laboratories, including but not limited to GHC GENETICS s.r.o.
1.3 The Client acknowledges that, except as expressly provided in this Terms and Conditions, GHC gives no warranties or representations to the Client (whether express or implied) in respect of the Services, including but not limited to the turnaround times quoted by GHC for the conduct of Tests.
1.4 The Client shall notify GHC in writing of any clinical information relevant to the Services and provide GHC with such other information as GHC may reasonably be expected to require concerning the Samples supplied by the Client and the persons from whom they were taken to enable GHC to conduct the Tests and to report thereon.
1.5 The Client shall ensure that all Samples and Request Forms are labelled with the patient’s given name, surname, date of birth, and date and time of collection, and that any high-risk samples are clearly labelled and packed separately from other Samples.
1.6 GHC will accept no responsibility for any error or defect in a Test or the report thereon consequent upon any inaccuracies in or omissions from the information supplied by the Client nor for any consequences of such errors or defects, and the Client shall indemnify and hold harmless GHC and the members of its group and their respective directors, officers, employees and agents, in respect of all liabilities, costs, claims, loss, damage, demands, action and expenses (to include any settlements or ex-gratia payments and reasonable legal and expert costs and expenses) arising directly or indirectly from any breach of these Terms and Conditions.
1.7 Upon completion of a Test the Sample relating thereto may be destroyed or disposed of by GHC unless otherwise agreed.
PRICE AND PAYMENT TERMS
2.1 The fees payable by the Client for the conduct of the Services shall, unless otherwise agreed, be the prices specified in GHC’s Laboratory Guide.
2.2 The fees include the costs of the laboratory testing, and the provision for GHC’s services.
2.3 VAT is not payable on GHC’s Services. If the Services subsequently become subject to VAT, this will be charged in addition at the applicable rate.
2.4 Invoices are normally issued monthly, but GHC reserves the right to issue them more frequently. Invoices are payable within 14 days of issue. Interest may be charged on late payment at the statutory rate.
2.5 Payments must be made by direct bank transfer, vita telephone or by cheque drawn on a UK branch. All payments shall be made in pounds sterling.
3.1 GHC agrees that it will hold and maintain the confidence of all information of a confidential nature which is received by GHC from the Client or its patients in connection with the Services.
3.2 GHC agrees that it will hold and maintain the confidence of all Test results, invoices and other information of a confidential nature issued by GHC to the Client or its patients in connection with the Services, and will not disclose such information other than to its professional staff, independent consultants and/or persons to whom it has delegated the performance of the Tests and who require the information for such purpose unless otherwise agreed with the patient, and provided that where GHC has been provided with the details of a patient’s private medical insurance in connection with the Services, it shall be entitled to assume (and the Client so warrants) that both the Client and the patient consent to the disclosure of information relating to that patient to the insurer concerned.
3.3 The restrictions in this section shall not apply to information which: (i) was in GHC’s possession prior to disclosure by the Client; or (ii) is now or hereafter comes into the public domain other than by default of GHC; or (iii) was lawfully received by GHC from a third party acting in good faith having a right of further disclosure; or (iv) is required by law to be disclosed by GHC; or (v) which is required by a regulatory or accreditation body to be disclosed to it for the purpose of regulating or accrediting GHC.
LIABILITY AND INDEMNITY
4.1 The Client warrants and covenants that it will (i) comply with all relevant laws, regulations and guidelines applicable to the jurisdiction in which it is situated (including any applicable data protection laws) for the collection of the Samples being referred for Tests and their shipment to GHC (which may include conduct of the tests and shipment outside of the EEA); (ii) obtain all consents and permissions required (whether by law (including under the data protection legislation), good medical practice or otherwise) in order to permit the conduct of the Tests on the Samples; (iii) provide to GHC confirmation that it has complied with all relevant laws applicable to the jurisdiction in which it is situated (including any applicable data protection laws) for the collection of the Samples which they are referring for the Tests and their shipment to GHC and where necessary on to an overseas testing laboratory; (iv) shall indemnify and hold harmless GHC and the members of its Group and their respective directors, officers, employees and agents, in respect of all liabilities, costs, claims, loss, damage, demands, action and expenses (to include any settlements or ex-gratia payments and reasonable legal and expert costs and expenses) arising directly or indirectly from any breach of this paragraph without prejudice to the obligations of the Client in the preceding sentence the Client agrees to use any specific consent forms specified by GHC.
4.2 GHC shall not be liable in respect of the Services in contract, tort (including negligence) or otherwise howsoever arising from any claim, damage, loss or costs in respect of (i) any direct loss of profit; (ii) any direct loss of anticipated savings; or (iii) any indirect or consequential loss or damage howsoever caused including without limitation, any indirect loss of profit, loss of anticipated profit including loss of profit on contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation; and/or loss of data.
5.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement these Terms and Conditions are not intended to, and do not, give any person who is not a party to it any right to enforce any of the provisions, except that any sub-contractor of GHC and the servants and agents of GHC and any such sub-contractor are third parties to these Terms and Conditions within the meaning of that Act and shall be entitled to enforce these Terms and Conditions accordingly.
6.1 If the performance of this Agreement or any obligation under it is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of that party obliged to perform it (including, without limitation, flood, fire, storm, strike, lockout, sabotage, terrorist act, civil commotion and government intervention), the party so affected shall (upon giving prompt notice thereof to the other party) be excused from performance to the extent only of the prevention, restriction or interference, provided always that the party so affected shall use all reasonable endeavours to avoid or remove the causes of non-performance and shall continue performance as expeditiously as possible as soon as such causes have been removed.
7.1 GHC is a data processor and the Client is the data controller of any personal data processed by GHC pursuant to this Agreement.
7.2 In this Clause, the terms data, personal data, data controller, data processor, data subject and sensitive personal data have the meanings given in the Data Protection Act 1998 (the Act) and in the Act No 101/2000 Coll. on Personal Data Protection, as amended, processing, process and processed shall be construed accordingly. Personal data means name, surname, contact details, date of birth and other as provided by the law. Sensitive information means personal data about the Client’s health as well as genetic and biometric information and other as provided by the law.
7.3 References in this clause to personal data are to personal data and sensitive information provided by the Client to GHC pursuant to this Agreement.
7.4 Processing personal data means collecting, searching, using, retaining, classifying and liquidating personal data.
7.5 The Client authorises GHC to process the Client’s personal data.
7.6 The purpose of data processing is to analyse the Client’s samples based on the Client’s request and order. The sample will be handled by the GHC’s employees, consultants or partnering healthcare providers. The sample will be secured by double coded and secured system of GHC. The sample will be disposed as per the request of the Client.
7.7 The personal data shall also be used for communication with the Client about the services provided by GHC and for provision of such services as per the request and order of the Client. GHC is entitled to collect the personal data only for this purpose and to the extent necessary for fulfilment of such a purpose. The personal data of the Client shall be accessible only by subjects as provided by the law.
7.8 The personal data of the Client can be used for statistical and research purposes of medical and pedagogical institutions or to conduct surveys or polls, obtain testimonials, offer new products or services, through the use of but not limited to emails, promotions or contests.
7.9 The personal data shall be used for protecting the security and safety of GHC as reasonably permitted by the law.
7.10 The consent to process personal data is given for an indefinite period. The consent to process personal data is made voluntarily and can be withdrawn in writing anytime. The Client is entitled to request GHC to inform the Client of how GHC processed its personal data. In such a case, GHC shall be entitled for remuneration of costs incurred thereby.
7.11 If the Client is not able to give a consent for GHC to process the personal data due to the Client’s early age or mental or physical illness, such a consent can be granted by the Client’s representative or a relevant public authority.
7.12 GHC shall (i) identify an individual within GHC authorised to respond to enquiries from the Client or any other third party in relation to any personal data held by GHC acting on Client’s behalf. GHC shall deal with any such enquiries promptly; (ii) promptly provide to the Client all information in its possession concerning any unauthorised or accidental disclosure or access made by an employee, director or agent, to any personal data held by it on Client’s behalf; and (iii) if instructed to do so in writing, subject to these Terms and Conditions and any relevant changes in the law in respect of the personal data held by it on Client’s behalf.
7.13 GHC shall (i) only process data as is necessary to perform its obligations under this Agreement and shall ensure that such personal data shall be held and processed only in accordance with this Agreement and the law; (ii) take all such actions as are necessary to ensure that it has fulfilled and shall continue to fulfil and observe the obligations herein in respect of the data, including for the avoidance of doubt, personal data; (iii) process the personal data only for such purposes as are instructed by Client; (iv) promptly comply with any change of instructions from the Client relating to the personal data; and GHC’s role as a data processor in accordance with this Agreement and/or as otherwise required by changes or amendments to applicable laws.
7.14 GHC shall only transfer the personal data in accordance with the eighth data protection principle under the Act, or as otherwise permitted by the law. GHC shall be entitled to transfer the personal data to other EEA country for the purposes given herein (the Client shall be aware that other countries may have laws that are different from those of the country of residence). GHC shall be entitled to transfer the personal data in the event of a business transition such as a merger, acquisition by another company, or other transaction or proceeding.
7.15 GHC may appoint sub-processors of the personal data. If it does so GHC shall procure that its sub-processors shall comply with the obligations including herein to the extent that such sub processor will be processing personal data.
7.16 If for any reason GHC is unable to comply with an instruction under this clause it shall inform the Client in writing and stop processing the personal data.
7.17 The Client instructs GHC to provide the personal data to regulators or accreditation bodies that require access to it for the purposes of exercising regulatory or accreditation functions relevant to the Services.
7.18 The Client warrants that the data subjects to whom the personal data relate have given all necessary consent required to permit the processing of their personal data pursuant to this Agreement.
7.19 GHC shall be entailed to share sensitive information of the Client without the Clietn’s consent if the information has been anonymized or aggregated so that the Client cannot reasonably be identified.
7.20 GHC shall be entailed to disclose the personal data to its (i) controlling company(s), (ii) subsidiary(ies), (iii) service provider(s) and/or (iv) agent(s) as necessary to provide their services to GHC. For example, GHC works with third-party laboratories and contractors to provide the Client with services as requested and order.
8.1 The Client understands the following:
8.1.1 That DNA testing requires a blood sample, buccal swab, microbiology swab, muscle or skin biopsy, all of which have risks associated with obtaining the sample. Additional samples may be needed if the sample is damaged in shipment or inaccurately submitted or if it was not possible to sufficiently extract the Client’s DNA.
8.1.2 The reasons for genetic testing may be determining the predispositions for diseases or the organs functions, confirming the diagnosis, ascertaining infection by a pathogen or determining the biological relationship.
8.1.3 The nature of genetic testing: Genetic testing is a specialised medical procedure which should confirm or exclude the existence of hereditary diseases, either through direct or indirect analysis of inherited genes, and by doing so to determine the risk of developing the disease.
8.1.4 Anticipated benefits of genetic testing: Determining the genetic predispositions for the particular disease.
8.1.5 Impact of genetic testing on the health of the Client, future generations, information on the risk of unexpected findings for the Client and relatives: In case of discovering a genetic mutation, the Client will be recommended preventative measures for timely detection of the particular disease and its treatment. The Client consents that he/she will also be notified of the unexpected significant findings which do not relate to the basic diagnosis of the Client or the relative.
8.1.6 An alternative to the genetic analysis: Non-existing.
8.1.7 Genetic testing is complex and GHC is taking extensive measures to avoid errors and failed tests. Although the laboratory takes every precaution, technical, biological, and systematic errors may occur.
8.1.8 Accurate interpretation of test results is dependent upon the patient’s clinical diagnosis or family medical history, as well as the fact that any reported family relationships are true biological relationships. An erroneous clinical diagnosis in the patient or family member can lead to an incorrect interpretation of the laboratory result.
8.1.9 The laboratory will not return the remaining sample to individuals or physicians; however, in some cases, it may be possible to perform additional studies on the remaining sample. Samples will be retained in the laboratory in accordance with the laboratory’s specimen retention policy. The Client understands that he/she has the right to withdraw this consent at any time, and that the relevant specimen will not be destroyed prior to the date specified by the specimen retention policy unless the laboratory receives, and acknowledges receipt of, a written request to do so.
8.1.11 There may be DNA changes (variants) identified that may not be related to the indication for testing (incidental findings). The symptoms of these other conditions may not be evident now, and they may or may not develop in the future. During reviewing the patient’s results, they may encounter certain incidental findings, which are deemed to be medically actionable (where you and/or your physician may want to act for your future medical benefit). The laboratory will not, by default, report these results unless they are judged to be immediately relevant to the test indication. The Client may elect to have these results reported even when not directly related to the test indication by initialing below. Only DNA changes which are deemed to be pathogenic or likely pathogenic per current guidelines will be reported; DNA changes that are of unknown significance or which are thought to be benign or likely benign will not be reported.
8.1.12 There are some types of DNA changes that cannot be detected by GHC’s test and there are some disease-related DNA changes which are outside the region of the genome that is queried by GHC’s test.
8.1.13 The testing process relies on highly skilled technicians and reliable technology. The methods are reliable, but as with any laboratory test, there is the small chance that an error may occur.
8.1.14 The interpretation of the test results will be based on the laboratory’s current information. As medical knowledge advances and new discoveries are made, the interpretation of results may change. It is possible that re-interpretation of results could lead to new information about potential medical conditions. Such re-interpretation must be requested by a physician. However, it may not be possible to re-interpret the test data at a future date, and it may instead require retesting with a new sample.
8.1.15 In some instances, GHC might need to test other family members to make the result clear. There is a risk that via these studies, the Client may learn genetic information about the Client or the Client’s family members that is not related to the medical concern for which this test is ordered. Learning about this information might cause anxiety and psychological stress. This information might reveal genetic risks for diseases that may develop later in life, diseases unrelated to the primary reason for ordering the test, disorders that do not have current treatment, or other unexpected familial relationships.
8.1.16 GHC recommend genetic counselling for predictive testing in various disorders such as Huntington’s Disease or inherited cancers.
8.2 The Client consents the following:
8.2.1 He/she received advice on the genetic analysis of the tested disease.
8.2.2 He/she received an explanation of the purpose, character, benefits and risks of the genetic test, the possible outcomes of the analysis, and he/she was given sufficient time and information to understand all the necessary information. If the Client had any questions, he/she had the opportunity to ask questions, either in person, by telephone or electronic means of communication.
8.2.3 He/she understands and accepts that the results of genetic testing may be stressful and that he/she may be recommended a change of lifestyle or to undergo more frequent health checks.
8.2.4 He/she understands and accepts that a negative finding (ie the absence of the inherited predisposition – mutation) is not a guarantee that the particular disease which may be caused, among others, by the mutation will not occur and affect his/her life or the life of his/hers future generation because the Client understands that the disease may be caused by other factors which cannot be detected by the genetic analysis and influenced by GHC.
8.2.5 The genetic analysis may be carried out by a different doctor than by the one who provided the Client with the information about the genetic analysis.
8.2.6 He/she provided all the necessary information which may affect the choosing and conducting of the genetic test or which may affect the health of other people.
8.2.7 He/she is not aware that the particular genetic testing has been carried out before.
9.1 If any dispute arises relating to this Agreement or any breach or alleged breach of this Agreement, the parties shall make a good faith effort to resolve such dispute without recourse to legal proceedings. If, notwithstanding such good faith efforts, the dispute is not resolved either party may submit the dispute to the jurisdiction of the English Court.
9.2 Except to the extent clearly prevented by the area of dispute, the parties will continue to perform their respective obligations under this Agreement while such dispute is being resolved.
9.3 Any amendments to this Agreement shall not be effective unless in writing and signed by an authorised signatory on behalf of each of the parties. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from this Act. The terms of this Agreement may be varied by agreement of the parties but without the consent of any third party whether or not the rights of such third party are affected by such variation.
9.4 All rights granted to either of the parties shall be cumulative and not exhaustive of any rights and remedies provided by law. The failure of either party to enforce (or delay in enforcing) at any time for any period any one or more of the terms of this Agreement shall not be a waiver of such term or of the right of such party at any time subsequently to enforce all the terms of this Agreement.
9.5 If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions will not be in any way affected.
9.6 GHC may assign or sub-contract the performance of this Agreement (in whole or in part) or any one or more of the Tests to be performed hereunder to suitably accredited laboratories. The Client may not assign this Agreement or any of its rights or obligations hereunder without the prior approval of GHC.
9.7 It is acknowledged and agreed that GHC and the Client are independent contractors and nothing in this Agreement shall create or be construed as creating a partnership or a relationship of agent and principal between the parties. The Client acknowledges and agrees that, in requesting Services from GHC, it is not acting as agent for any patient or patients to which the Services relate.
9.8 All notices given under this Agreement shall be in writing and shall be delivered by hand or sent by prepaid first class post or by prepaid first class recorded delivery or by facsimile transmission, provided that a hard copy of any notice transmitted by facsimile is posted within 24 hours of such transmission. All notices shall be delivered at or sent, in the case of GHC, to firstname.lastname@example.org, and, in the case of the Client to the address and/or fax number specified in the Request Form submitted by the Client (or such other address as that party shall notify in writing to the other for this purpose). A notice sent by post shall be deemed to be served at 9.00 am on the second business day following the date of posting; a notice sent by facsimile transmission shall (subject to posting of a hard copy as provided above) be deemed to have been served at the time it is transmitted if transmitted within business hours (9.00 am to 6.00 pm) on a business day or, if transmitted outside such business hours on a business day or on a day which is not a business day as soon thereafter as such business hours commence.
9.9 These Terms and Conditions and the documents referred to in them contain the entire Agreement in respect of its subject matter. Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms and Conditions except in the case of fraudulent misrepresentation.
9.10 This Agreement shall be governed by and construed in accordance with English law and each of the parties submits to the exclusive jurisdiction of the English Courts.
9.11 References to the singular include the plural and vice versa.
9.12 Paragraph headings are for ease of reference only and are not part of these Terms and Conditions for the purpose of construction.
In these Terms and Conditions:-
‘this Agreement’ means the contract between GHC and the Client for the supply of the Services, incorporating these Terms and Conditions.
‘Client’ means the person or organisation requesting Services from GHC and for whom GHC has agreed to provide the Services.
‘Group’ in respect of any undertaking, means such undertaking and its group undertakings (“undertaking” and “group undertaking” having the meanings given in the Companies Act 2006).
‘Laboratory Guide’ means GHC’s Laboratory Guide current at the time the applicable Services are requested and available on its website, www.ghcgenetics.co.uk.
‘Sample’ means a sample provided by the Client to GHC for investigation.
‘Services’ means the conduct of the Tests specified in the Pathology Request Form submitted by the Client and accepted by GHC, and/or such other services as GHC has agreed to supply to the Client.
‘GHC’ means GHC GENETICS UK, LTD or such other member of its Group as has agreed to provide the Services.
‘Test’ means a laboratory test agreed to be carried out by GHC on a Sample supplied by the Client.