Legal | Astoriom Terms and Conditions of Business

These terms and conditions and the documents referred to in them govern Astoriom’s supply of services to our clients.

YOUR ATTENTION IS PARTICULARLY DRAWN TO CONDITION 14 (Liability).

Interpretation
1. In these terms of business, the following words and phrases have the following meanings:
  “Conditions” means these terms and conditions of business;“Contract” means the contract between Astoriom and Client for the supply of the Services comprising the Contract Details, these Conditions and the Quotation;”Data” means the data and information collected directly from the equipment Astoriom uses to provide the Services to Client;“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time that applies to the use of personal data, including the UK GDPR and Data Protection Act 2018;
  
  “Data Sheet” means the manufacturer’s unregulated technical data sheet containing information for the end user which might include, by way of example and without limitation, the name of the product, a description of the product, and the product’s intended use;
  
  “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, 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;
  
  “Personal Data” shall have the meaning defined in the General Data Protection Regulation ((EU) 2016/679);
  
  “Quotation” means Astoriom’s written quotation, issued in response to an enquiry from Client, which sets out the Services and Astoriom’s charges in relation to those Services;
  
  “Sample” means any specimen supplied to Astoriom in relation to the Services;
  
  “Services” means the services referred to in the Quotation;
  
  “Subject Access Request” means any data subject access request as described in the General Data Protection Regulation ((EU) 2016/679);
  
  “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;
  
  “we”, “us”, “our” and “Astoriom” refer to: Source BioScience (Storage) Limited t/a Astoriom, a company registered in England and Wales with number 00878160 and whose registered office is 1 Orchard Place, Nottingham Business Park, Nottingham NG8 6PX; and
  
  “you” “yours” and “Client” refer to the person who orders the Services.
2. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision
3. Headings for ease of reference only and will not affect the interpretation of the Contract.
4. A reference to a “person” includes a natural or legal person.
5. A reference to “writing” includes fax or email.
6. An obligation not to do something includes an obligation not to permit it to be done.
7. Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Contract Formation and Term
1. The Quotation constitutes Astoriom’s offer to supply the Services. The Quotation is valid for 30 days from the date of issue unless Astoriom withdraw it earlier, which it may do by writing to Client.
2. The signature on the Contract Details form by Client constitutes Client’s acceptance of Astoriom’s offer and formation of the Contract.
3. The Contract shall be entered into on the date when it has been signed by both parties and shall continue unless terminated earlier in accordance with condition 16.
Application of these Conditions
1. These Conditions apply to the Contract to the exclusion of any other terms that Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No terms, conditions or warranties endorsed upon, delivered with, referred to or contained in any purchase order, delivery note, or other document provided to Astoriom by Client will form part of the Contract.
2. No variation to these Conditions will have any effect unless it is expressly agreed in writing containing an express reference to varying these Conditions.
Client General Obligations
1. Client shall comply with all applicable laws in relation to its use of Astoriom’s Services.
2. Client shall promptly provide any co-operation that Astoriom reasonably requests in relation to the provision of the Services.
Submitting Samples
1. Client shall collect and supply any Samples in accordance with all applicable laws and shall provide a Data Sheet for all Samples. Client shall comply with any instructions Astoriom provides including any additional information requested by Astoriom relating to the Samples.
2. Prior to supplying a Sample to Astoriom, Client shall provide a Data Sheet and obtain any necessary consents or ethical permissions in relation to the Sample to enable the lawful transfer of the Sample to Astoriom and to enable Astoriom to process, store, and dispose of the Sample in accordance with the Contract.
3. Client shall ensure that any information including the Data Sheet it provides to Astoriom in relation to the Samples is complete and accurate.
Storing, disposing and processing of Samples
1. Client shall provide a copy of the storage protocol for all Samples including a time schedule of all dates for Sample return or testing as part of the Services.
2. Unless Astoriom expressly agrees in writing to return a Sample to Client, Astoriom shall not be required to return it to Client and may store and/or dispose of it in accordance with its laboratory procedures as amended from time to time.
3. If Astoriom expressly agrees in writing to return a Sample to Client, then they shall do so at Client’s cost and risk.
4. If the Services include the processing of Samples by Astoriom, then:
  1. Client shall ensure that any Samples that may be processed are of suitable quantity, quality and purity when Astoriom receive them for use in performing the Contract
  2. If Astoriom considers that a Sample is (or may be) of insufficient quality or purity to enable it to perform the Services, then it shall not be obliged to perform the Services in relation to that Sample and shall use reasonable endeavours to inform Client that they have rejected the Sample;
  3. If Astoriom considers that a Sample is (or may be) of insufficient quantity to enable it to perform the Services, then it shall use reasonable endeavours to contact Client to confirm whether it would like Astoriom to attempt to perform the Services in relation to the Sample anyway. In the event that Astoriom is unable to confirm Client’s instructions and consider that there is a risk of the Sample becoming non-viable due to the passage of time, Astoriom may attempt to perform the Services. In either of these cases, Astoriom shall not be liable to Client for any failure or defect in the Services relating to that Sample; and
  4. Client acknowledges that some of the Samples may be used up in the performance of the Services.
5. Astoriom shall not be liable for any loss of or damage to a Sample unless such loss or damage is caused by its negligence.
Data
1. Unless expressly agreed in writing between Client and Astoriom, Astoriom shall provide access to the Data by email or directly through an online portal, subject to terms and conditions of access to that Data that must be agreed before access is granted to Client.
2. In providing access to the Data, Astoriom shall be entitled to use any personal contact details that Client provides. Client shall ensure that those contact details are accurate and complete and that they only relate to persons who are authorised by Client to access or receive the Data.
3. Astoriom shall not be responsible for Client’s use of information and data contained in the Data.
Astoriom’s General Obligations
1. Astoriom shall perform the Services with reasonable skill and care, using properly qualified and experienced personnel, in accordance with applicable law and any specific regulatory standards set out in the Quotation.
2. If any or part of the Services fail to conform with the Contract, Astoriom shall, at its option and cost, reperform those Services, if re-performance is possible, or refund any fees Client has paid for the relevant part of the Services that do not conform. This shall be Client’s sole remedy for such failure.
3. Except as set out in condition 8.2, if Client asks Astoriom to repeat any Services, Client will pay Astoriom’s fees for repeating them.
4. Unless expressly agreed otherwise in writing and signed on behalf of Astoriom, any timescales for the supply of the Services are estimates only and Astoriom does not warrant that they will be achieved in any specific instance.
5. Any samples, drawings, descriptive matter or advertising issued by Astoriom, and any descriptions or illustrations contained in its catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
6. Astoriom may make any changes to the Services from time to time which are necessary to comply with any applicable law or safety standard applicable to our industry, or which do not materially affect the nature or quality of the Services, provided Astoriom notifies Client of the change.
Price and Payment
1. Client will pay the fees set out in the Quotation.
2. Astoriom’s fees are exclusive of any applicable VAT, customs, duties, or tariffs, which Client shall pay in addition in each case.
3. Astoriom will invoice Client for the fees for the Services on a monthly basis in arrears on the first working day of the following month. Where we perform the Services in stages we may invoice Client for each stage separately.
4. Client shall pay each of Astoriom’s invoices in full in cleared funds within 30 days after the date of issue, without any deduction, set-off, or counterclaim.
5. In some circumstances, Astoriom may require Client to pay its fees in advance before Astoriom perform the Services. This requirement will be set out in the Quotation and Astoriom will not be obliged to perform the Services prior to receipt of this payment.
6. On termination of the Contract any outstanding invoices shall become due immediately and Astoriom may invoice Client for any Services performed. Payment of that invoice shall be due immediately upon issue.
7. If Client does not pay Astoriom’s fees when they fall due in accordance with this condition 9, then in addition to any other remedy Astoriom may have, Astoriom may suspend performance of this Contract without any liability to Client for the delay.
Confidentiality
1. Each party undertakes that it shall not at any time disclose to any person any confidential information that it receives directly or indirectly from the other party concerning the business, affairs, customers, clients, patients or suppliers of that other party, except as permitted by condition 10.2.
2. Each party may disclose the other party’s confidential information:
  - to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract, or as otherwise expressly permitted by the Contract. Each party shall ensure that a person to whom it discloses the other party’s confidential information under this condition 10.2.1 shall comply with this condition 10; and
  - as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract or as otherwise expressly permitted by the Contract.
4. The restrictions in this condition 10 shall not apply to information which:
  1. the recipient party can demonstrate was already in its possession and which it was free to use or disclose before the Contract took effect;
  2. is disclosed to the recipient by a third party who is not subject to an obligation of confidence to the other party; or
  3. enters the public domain other than as a result of a breach of this condition 10.
Data Protection
1. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Contract with immediate effect.
2. Each party shall:
  1. ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of Personal Data under this Contract; and
  2. give full information to any Data Subject whose Personal Data may be processed under this Contract of the nature of such processing.
3. Each party shall provide reasonable assistance to the other in complying with all applicable requirements of the Data Protection Legislation, including responding to Subject Access Requests.
Intellectual Property Rights
1. Subject to condition 12.2, all Intellectual Property Rights arising out of or in connection with the Services shall be owned by Client and Astoriom hereby assigns all such Intellectual Property Rights to the Client.
2. All Intellectual Property Rights arising out of or in connection with the methods or methodologies that Astoriom utilises to deliver the Services and the Data generated shall be owned by Astoriom. Astoriom hereby grants Client a non-exclusive, royalty-free, sub-licensable, perpetual, irrevocable, worldwide licence to use the Data for any purpose whatsoever and to use the Intellectual Property Rights in the methods or methodologies strictly as may be required for regulatory use by the Client.
Warranties
1. Client warrants that it is legally capable of entering into and being bound by the Contract, and that it is acting in the course of a business, not as a consumer.
2. Client warrants that it is acting on its own behalf and on no-one else’s behalf.
3. All warranties, conditions and other terms (including those implied by law) are excluded to the fullest extent permitted by law, except for those expressly set out in these Conditions.
Liability
1. Nothing in this condition 14 or the rest of the Contract shall limit or exclude any liability that cannot legally be limited or excluded, including liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; or
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
2. Subject to the other provisions of this condition 14, Astoriom’s total liability to Client arising out of or in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, shall not exceed the lower of:
  1. two times the fees payable to Astoriom under the Contract in the 12 months immediately preceding the first claim; or
  2. £1,000,000.
3. Astoriom will not be liable to Client for:
  1. loss of profits;
  2. loss of sales;
  3. loss or damage to goodwill;
  4. loss of business; or
  5. any indirect, special or consequential loss or damage.
4. Astoriom shall not have any liability for any delay or failure in the performance of the Contract where such failure or delay arises from Client’s failure or delay in complying with the Contract or from Client’s negligence or wilful default.
Anti-bribery
1. Each party shall:
  1. comply with all applicable laws, and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010 (the “Relevant Requirements”);
  2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
  3. have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and condition 15.1.2, and shall enforce them where appropriate;
  4. promptly report to the other party any request or demand for any undue financial or other advantage of any kind received in connection with the performance of the Contract; and
  5. immediately notify the other party (in writing) if a foreign public official becomes an officer or employee of the company or acquires a direct or indirect interest in the company and each party warrants that they have no foreign public officials as direct or indirect owners, officers or employees at the date of the Contract.
2. For the purpose of this condition 15, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
Termination
1. Astoriom may terminate the Contract immediately if:
  1. Client fails to pay any sums owed by the due date; or
  2. Client undergoes a change of control, where “control” for this purpose has the meaning given in section 1124 of the Corporation Tax Act 2010.
2. Either party may terminate the Contract if the other party
  1. is in material breach of any of the terms of the Contract and has failed to remedy such breach within 28 days of receipt of written notice to do so;
  2. takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
  3. suspends, or threatens to suspend, or ceases or threatens to cease carrying on all or a substantial part of its business.
3. On Astoriom’s termination of the Contract in accordance with condition 1 or 16.2:
  1. Client shall immediately pay all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Astoriom shall submit an invoice, which shall be payable by Client immediately on receipt; and
  2. Astoriom shall be entitled to retain all Samples and Data until Client has complied with its payment obligations under condition 16.3.1. If Client fails to comply with its payment obligations under condition 16.3.1, Astoriom shall be entitled to dispose of all Samples and Data in accordance with its laboratory procedures as amended from time to time.
4. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
General
1. Astoriom will not be liable to Client or be deemed to be in breach of the Contract by reason of any failure or delay in performing its obligations under the Contract if such delay or failure was caused by events or circumstances beyond its reasonable control (a “Force Majeure Event”). If a Force Majeure Event causes a failure or delay in our performance then we will notify you. If the Force Majeure Event continues for a period of more than three months, then either party may terminate the Contract on written notice to the other.
2. Neither party may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the other party.
3. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
4. No variation of the Contract shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
5. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of 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 or negligent misstatement based on any statement in the Contract.
6. A waiver of any rights or remedies under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay in exercising any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict us from any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
7. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this condition shall not affect the validity and enforceability of the rest of the Contract.
8. Subject to Astoriom’s rights in condition 17.9, all notices given under this Contract must be given by email or by post to the Client Representative or Astoriom’s Representative using the details provided in the Contract Details form. 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
9. Astoriom may give notice to Client at either the e-mail address or postal address stated above, or by posting notice on our website at www.sourcebioscience.com. Notice shall be deemed received and properly served immediately when posted on the website,.
10. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
13. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.