TERMS & CONDITIONS OF BUSINESS- UK Only VHL
The definitions and rules of interpretation which shall apply to these Terms and Conditions are set out in clause 22.
1 THE AGREEMENT
No person can receive Services from VHL unless:
1.1.1 The lead Healthcare Professional confirms and accepts full responsibility for the following:
1.1.2 That the clinic will ensure full compliance with the requirements of any relevant regulatory body (e.g. CQC, GMC, HCPC, etc.).
1.1.3 That, where the clinic is not currently registered with a regulatory body, they acknowledge it is their responsibility to confirm whether such registration is required and to act accordingly.
1.1.4 That all tests requested will fall within the scope of their regulatory authorisation and clinical competence.
1.1.5 that person has completed in full and has been signed by one of its authorised signatories a VHL client registration form in the form prescribed by VHL from time to time (whether in physical or electronic format) , and
1.1.6 VHL has expressly accepted such client registration form by email or otherwise in writing, upon which that person has then become a Client.
1.1.7 These Terms and Conditions apply to all Services that VHL provides to the Client, unless those Services are the subject of a separate written agreement signed by VHL and the Client which expressly exclude or modify the application of these Terms and Conditions.
1.1.8 These Terms and Conditions apply to the exclusion of any other terms and or conditions presented by the Client whether in any request for quotation, purchase order or other Client document or implied by custom or course of dealing.
1.1.9 By submitting a Sample to VHL together with a Laboratory Test Request Form (LTRF) in physical or electronic format the Client:
1.4.1 agrees to be bound by these Terms and Conditions;
1.4.2 requests the Test(s) specified in the LTRF be carried out;
1.4.3 agrees to pay VHL’s charges for such Tests, and
1.4.4 accepts that these Terms and Conditions apply to the Services in connection with each such Sample and request for Services
1.5 VHL shall unless VHL notifies the Client that its offer is not accepted be deemed to accept that offer and the Agreement shall take effect either
1.5.1 when VHL collects the Sample from the Client (if VHL has agreed to do so), or when VHL logs the Sample into its laboratory information management system (in any other case) provided in each case that VHL has received the applicable LTRF. Each agreement between the parties arising out of the acceptance or deemed acceptance of a Sample and LFRT is a separate agreement between the parties for the Tests and Services concerned. Notwithstanding such acceptance VHL may without thereby incurring liability to the Client or any other person decline to perform the Tests if the Sample is not in the state required by these Terms and Conditions or the Client has exceed its credit limit as referred to in clause 2.6.
Sample Delivery and Collection
1.6 As part of its Services VHL will, on request, arrange for collection of Samples from locations within the area delineated by the UK M25 motorway. Such collection service limited to once each day from any Client location is included within the price of the Test unless otherwise notified by VHL.
1.7 Collection of Samples from locations outside the area delineated by the M25 is by special arrangement only and may incur an additional charge. Where collection by VHL has not been requested and agreed, the Client will be responsible, at its own cost, for the transport of Samples to a VHL location pre agreed with VHL. If any Sample is delivered to the wrong VHL location or without the prior agreement of VHL then VHL has the right either to (a) reject the Sample(s) concerned in which case they must be collected by the Client within 72 hours failing which collection the client agrees the Sample may be disposed of by VHL save as otherwise required by the Applicable Law or (b) arrange for the Sample(s) to be delivered to the correct location at the cost of the Client on a full reimbursement basis.
VHL Warranties
1.8 VHL warrants to the Client that:-
1.8.1 the Services will be provided with reasonable skill and care and in accordance with the UKAS medical laboratory accreditation standard (ISO 15189) ; and
1.8.2 the people providing the Services on behalf of VHL will be suitably skilled and experienced.
1.9 The Client acknowledges that, except as expressly provided in the Agreement, VHL gives no warranties or representations to the Client (whether express or implied) in respect of the Services. In particular, whilst VHL will use reasonable endeavors to achieve the turn-around times quoted by VHL for the conduct of Tests as set out in the Laboratory Guide, no warranty or guarantee is given that such turn-around times will be achieved in any particular instance.
Client Warranties
1.10 The Client shall provide VHL with all of the information indicated as required in the LTRF and as required in Laboratory Guide for the relevant Service(s), and all other clinical information that VHL may reasonably be expected to require or expressly requires concerning the Samples and the relevant patient to enable VHL to provide the Services. The Client shall provide that information promptly by the method indicated in the Laboratory Guide, unless VHL agrees an alternative method in writing with the Client.
1.11 The Client warrants and represents to VHL that
1.11.1 all such information as referred to in clause 1.10, and
1.11.2 all of the information provided in the Client Registration Form and in answer to any subsequent requests for information from VHL
shall when provided be true accurate complete and not misleading;
1.12 The Client shall ensure that the Sample is collected from the patient, packaged, labelled, and submitted to or made available for collection by VHL in each case in accordance with the Applicable Law and the relevant instructions in the Laboratory Guide. The Laboratory Guide sets out non exclusive criteria that may render a Sample unsuitable for Testing. If any of those criteria apply, or if VHL considers that the Sample is otherwise unsuitable for Testing or VHL is unable to conduct the Test due to non compliance by the Client with the Agreement then VHL shall not be required to carry out the Test and shall be entitled to dispose of the Sample subject to any requirement of the Applicable Law. In addition VHL shall be entitled to levy an abortive Test fee as described in the applicable Fees and Charges Schedule and the Client shall pay the same promptly on demand.
1.13 VHL will accept no responsibility for any error or defect in the Services arising directly or indirectly from
1.13.1 inaccuracies or omissions in the information provided by the Client, or
1.13.2 any failure by the Client to follow the instructions in the Laboratory Guide.
1.14 The Client shall indemnify, keep indemnified and hold harmless VHL its Affiliates 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 the Client’s breach of either or both of clauses 1.11 and 1.12.
1.15 Upon completion of a Test the Sample concerned may be destroyed or disposed of by VHL in line with its sample retention policy/procedure unless otherwise agreed or as otherwise required by the Applicable Law.
2 PRICE AND PAYMENT TERMS
2.1 The fees and charges payable by the Client for the conduct of the Services shall be those set out in the Fees and Charges Schedule provided by VHL to the Client from time to time.
2.2 As at the date of these Terms and Conditions VAT is not payable on the Services. If the Services subsequently become subject to VAT, this will be charged in addition at the applicable rate.
2.3 Invoices are normally issued on a daily basis on or about the date that the LTRF is received. The client shall pay VHL’s invoices under the Agreement so that payment in full is received by VHL within 7 days of the date of the invoice, without any deduction or set off whatsoever. All payments shall be made:-
2.3.1 in pounds sterling
2.3.2 from a UK bank account, and
2.3.3 by electronic funds transfer to VHLs bank account as specified on the invoice.
2.4 At VHL’s option interest may be charged on late payment at the statutory rate prescribed from time to time by regulations under the Late Payment of Commercials Debts (interest) Act 1998 and associated regulations. Interest will accrue from the date of due payment to the date of actual payment on the unpaid balance outstanding from time to time. The Client will pay any such interest forthwith on demand.
2.5 Without affecting any of its other rights and without thereby incurring any liability to the Client or any other person, VHL may suspend provision of the Services if the Client fails to pay any VHL invoice in accordance with clause 2.3.
2.6 VHL may set and vary credit limits and payment terms from time to time and withhold all Services and performance without liability to the Client if the client exceeds such credit limit or payment terms.
3 Cancellation Policy
3.1 Your Right to Cancel and Refund: As a customer, you are entitled to cancel your contract with us within 14 days following the day you receive our Test Kit. If you decide to cancel within this period, please inform us of your decision. This action may qualify you for a refund, subject to deduction of postage and test kit component costs. For comprehensive advice on your legal rights, including your right to cancel the contract, please consult your local Citizens’ Advice Bureau or Trading Standards office.
3.2 Requesting a Replacement Kit: If you require another kit to be sent out to you for any reason not attributed to our error, a £20 fee will be charged to cover the costs of the kit and postage. This ensures that we can continue to provide quality service and materials to all our customers.
3.3 Cancelling a Phlebotomy Appointment: If you need to cancel or reschedule a phlebotomy appointment, a notice period of at least 24 hours is required. Appointments cancelled or rescheduled with less than 24 hours notice will be subject to a full charge, with no possibility of a refund. This policy ensures that we can efficiently manage the schedule of our partner clinics and provide timely service to all clients.
3.4 Unreturned Orders: If an order is not returned within 6 months of receipt or cancelled within the period stipulated in the terms above, VHL reserves the right to deduct the material and administration fees from refunds or to raise a charge for the incurred fees. This charge will be up to £25.00.
For further assistance or to proceed with a cancellation or request a replacement kit, please reach out to our Support team.
4 CONFIDENTIALITY
4.1 Each party agrees that it will hold:
4.1.1 all information of a confidential nature (including pricing) which is received by it from the other party in connection with the Services; and
4.1.2 all Test results, invoices and other information of a confidential nature issued by VHL to the Client or its patients in connection with the Services confidentially, and, save with the consent of the other party or as otherwise permitted under the Agreement, it 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 Services and who require the information for such purpose.
4.2 The restrictions in clause 3.1 shall not apply to information which: (i) was in the other party’s possession prior to disclosure of that information to it; or (ii) is now or hereafter comes into the public domain other than as a result of any default by the other party; or (iii) was lawfully received by the other party from a third party having a right of further disclosure; or (iv) is required or permitted by law or regulation to be disclosed by the other party; or (v) which is required by a regulatory or accreditation body to be disclosed to it for the purpose of regulating or accrediting the other party.
4.3 Where any information of a confidential nature is in fact Personal Data then clauses 7 to 16 inclusive shall apply to it and not this clause 3.
LIABILITY AND INDEMNITY
5.1 The Client warrants, represents and undertakes to VHL that it will:
5.1.1 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 from the patients, the packaging and labelling of the Samples, and their shipment to VHL;
5.1.2 obtain all consents and permissions required (whether by Applicable Law (including under the Data Protection Legislation), good medical practice or otherwise) in order to permit the conduct of the Tests on the Samples and the use of the Protected Data as contemplated in these Terms and Conditions;
5.1.3 provide to VHL on request confirmation (and evidence reasonably satisfactory to VHL) 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 VHL;
5.1.4 not provide to VHL any Sample for testing unless the Client has complied in full with its obligations under clauses 5.1.1 to 5.1.3 inclusive in relation to that Sample.
5.2 The Client acknowledges that VHL has not made and will not give any assurance or make any representation to the Client as to the lawfulness of any:-
5.2.1 Services requested by the Client;
5.2.2 Samples collected by the Client, or
5.2.3 Test results,
under the laws regulations and guidelines applicable to the jurisdiction in which the Client is situated (including any applicable data protection laws).
5.3 The Client will indemnify keep indemnified and hold harmless VHL its Affiliates and its 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) suffered or incurred by VHL its Affiliates or any such of their respective directors, officers, employees and agents, and arising directly or indirectly from any breach by the Client of clause 5.1.
5.4 Subject to clauses 5.6 and 5.7 VHL shall have no liability to the Client, to any patient of the Client or to any other person arising directly or indirectly out of or in connection with the Agreement or the Services (whether in contract (including under any indemnity), tort (including negligence), misrepresentation, breach of statutory duty or otherwise) for any:
5.4.1 loss of profit or revenue;
5.4.2 loss of anticipated savings;
5.4.3 harm to reputation or loss of goodwill; or
5.4.4 indirect, special or consequential loss.
5.4.5 loss of contract;
5.4.6 loss of opportunity;
5.4.7 loss of savings, discount or rebate (whether actual or anticipated);
5.4.8 wasted expenditure;
suffered or incurred by the Client, or by any patient of the Client or by any other person.
5.5 To the extent not covered by any exclusion of liability or other limitation but subject always to clauses 5.6 and 5.7 the maximum aggregate liability of VHL and its Affiliates to the Client under or in connection with the Agreement, or the Services whether arising in contract (including under any indemnity), tort (including negligence), misrepresentation, breach of statutory duty or otherwise, shall be £2,000,000 less any sums paid or payable by VHL to any:
5.5.1 patient of the Client or
5.5.2 other third party,
in satisfaction of a liability arising out of the same or substantially the same facts and circumstances.
5.6 Notwithstanding any other provision of these Terms and Conditions or of the Agreement the liability of the parties shall not be limited in any way in respect of the following:
5.6.1 death or personal injury caused by negligence;
5.6.2 fraud or fraudulent misrepresentation; or
5.6.3 any other losses which cannot be excluded or limited by applicable law.
5.7 Nothing in the Agreement affects the rights of Data Subjects under Data Protection Laws (including those in Articles 79 and 82 of the GDPR or in any similar Data Protection Laws) against VHL or any of its sub-processors.
6 THIRD PARTIES
For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of the 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 YD Group members that are third parties and directors, officers, employees and agents, of YD and other YD Group Companies shall be entitled to rely on and enforce any provisions that confer a benefit on them including under clauses 1.14, and 5.3.
7 FORCE MAJEURE
If the performance of the Agreement or any obligation under it (except for an obligation to pay) is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of that party obliged to perform it (which circumstances shall include, without limitation, flood, fire, storm or natural disaster of any sort, strike, lockout, sabotage, failure of machinery, war, military action, epidemic or recommendations or advice given by any government, public body or agency relating to any disease (including the Covid-19 virus) whether in connection with isolation or with the curtailment of work or travel or of assembly or otherwise, terrorist act, civil commotion, government intervention, the action or inaction of any governmental authority having jurisdiction over VHL and or the Services and/or failure of subcontractors) (a ‘Force Majeure Event’), the party so affected shall (upon giving prompt notice thereof to the other party) be excused from any failure or delay in performance, and the time for performance shall be extended by an amount of time equal to the duration of the Force Majeure Event, provided always that the party so affected shall use 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.
8 DATA PROCESSOR AND DATA CONTROLLER
8.1 Insofar as VHL processes Protected Data on behalf of the Client in providing the Services the parties agree that (save as mentioned in clause 16) the Client shall be the Data Controller and VHL shall be the Data Processor and VHL shall process the Protected Data in compliance with the obligations of Data Processors under Data Protection Laws and in accordance with the terms of clauses 9 to 16. Clause 17 sets out circumstances where VHL processes Protected Data on its own behalf as Data Controller.
8.2 The Client warrants, represents and undertakes, that:
8.2.1 in connection with the Protected Data it has complied and shall continue to comply in all respects with Data Protection Laws, including in terms of its collection, storage and processing (which shall include the Client providing all of the required fair processing information to, and obtaining all necessary consents from, Data Subjects);
8.2.2 without prejudice to the generality of clause 8.2.1 it has and will maintain in place all necessary notices and consents to enable it lawfully to transfer every item of such Protected Data to VHL (or as the case may be so that VHL may lawfully generate any items of Protected Data); and
8.2.3 all instructions given by it to VHL in respect of Personal Data shall at all times be in accordance with Data Protection Laws.
9 INSTRUCTIONS AND DETAILS OF PROCESSING
8.1 Insofar as VHL processes Protected Data on behalf of the Client:
9.1.1 unless required to do otherwise by Applicable Law, VHL shall (and shall take steps to ensure each person acting under its authority shall) process the Protected Data only on and in accordance with the Client’s documented instructions as set out in the request for Services pursuant to the Terms & Conditions including Annex 1 (the ‘Processing Instructions’);
9.1.2 if Applicable Law requires it to process Protected Data other than in accordance with the Processing Instructions, VHL shall notify the Client of any such requirement before processing the Protected Data (unless Applicable Law prohibits such notification on important grounds of public interest); and
9.1.3 VHL shall promptly notify the Client if VHL becomes aware of a Processing Instruction that, in VHL’s opinion, infringes Data Protection Laws, provided that:
(a) this shall be without prejudice to clauses 8.2;
(b) VHL does not accept any obligation whatsoever to actively consider whether and if such processing instruction might infringe Data Protection Laws;
(c) having notified the Client that in its opinion a Processing Instruction infringes Data Protection Laws VHL shall not process that Protected Data (save by holding such data otherwise unprocessed but in any event save as provided or required by Applicable Law) unless and until the Client confirms in writing that VHL is to follow such original Processing Instruction or issues a new Processing Instruction, and
(d) to the maximum extent permitted by Applicable Law, VHL shall have no liability howsoever arising (whether in contract (including any indemnity), tort (including negligence) or otherwise) for any losses, costs, expenses or liabilities arising from or in connection with any processing by VHL or any of its Sub-Processors in accordance with the Client’s original Processing Instructions following any confirmation from the Client as referred to in (c).
10 TECHNICAL AND ORGANISATIONAL MEASURES
In relation to the processing of the Protected Data, VHL shall implement and maintain, at its cost and expense, appropriate technical and organisational measures to ensure for the Protected Data a level of security appropriate to the risks presented by the processing, taking into account the state of the art, the cost of implementation and the nature, scope, context and purpose of the processing of the Protected Data as well as the risk of varying likelihood and severity of the rights and freedoms of natural persons.
11 USING STAFF AND OTHER PROCESSORS
11.1 Insofar as VHL processes Protected Data on behalf of the Client, VHL shall not engage any Data Processor to carry out that processing (a ‘Sub-Processor’) without the Client’s specific or general written authorisation of that specific Sub-Processor. The Client shall not unreasonably withhold, condition or delay such consent. By accepting these Terms and Conditions the Client authorises the appointment of the Authorised Sub-Processors .
11.2 In the case of a general written authorisation VHL shall inform the Client of any intended changes concerning the addition or replacement of such sub-processors thereby giving the Client the opportunity to object to such changes.
11.3 VHL shall prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, ensure that each of its Sub-Processors has been appointed under a written contract containing materially the same obligations as clauses 8 to 15 (inclusive), that is enforceable by VHL.
11.4 VHL shall ensure that all persons authorised to process Protected Data are subject to a binding obligation to keep the Protected Data confidential (except where disclosure is required in accordance with Applicable Law, in which case VHL shall, where practicable and not prohibited by Applicable Law, notify the Client of any such disclosure requirement before such disclosure).
12 ASSISTANCE WITH THE CLIENT’S COMPLIANCE AND DATA SUBJECT RIGHTS
12.1 Taking into account the nature of the processing VHL shall, at its own cost and expense implement and maintain reasonable measures to assist the Client to respond to the Data Subject Requests relating to the Protected Data that VHL processes on the Client’s behalf.
12.2 VHL shall refer all Data Subject Requests it receives to the Client promptly, and in any event within five Business Days of receipt of the request.
12.3 VHL shall provide such reasonable assistance as the Client reasonably requires (taking into account the nature of processing and the information available to VHL) to the Client in ensuring compliance with the Client’s obligations under Data Protection Laws with respect to:
12.3.1 security of processing;
12.3.2 data protection impact assessments (as such term is defined in Data Protection Laws);
12.3.3 prior consultation with a Supervisory Authority regarding high risk processing; and
12.3.4 notifications to the Supervisory Authority and/or communications to Data Subjects by the Client in response to any Personal Data Breach,
provided the Client shall pay VHL’s charges for providing the assistance in this clause 12.3, such charges to be calculated on a time and materials basis at VHL’s applicable daily or hourly rates in force from time to time as set out in the then current Fees and Charges Schedule.
13 INTERNATIONAL DATA TRANSFERS
The Client agrees that VHL may transfer Protected Data to countries outside the United Kingdom and the European Economic Area (EEA) for the purpose of providing the Services, provided all transfers by VHL of Protected Data to such recipients are in accordance with such safeguards or other mechanism(s) for transfers of Personal Data as may be permitted under Data Protection Laws from time to time. The Client agrees that VHL may implement such safeguards by entering into standard data protection clauses authorised under the Data Protection Laws, which VHL may do as agent on behalf of the Client. The provisions of clauses 9 to 16 (inclusive) shall constitute the client’s documented instructions with respect to transfers for the purposes of clause 9.1.
14 RECORDS, INFORMATION AND AUDIT
14.1 VHL shall maintain, in accordance with but only to the extent required by Data Protection Laws binding on VHL, written records including in electronic form of all categories of processing activities carried out on behalf of the Client.
14.2 VHL shall, in accordance with but only to the extent required by Data Protection Laws, make available to the Client such information as is reasonably necessary to demonstrate VHL’s compliance with its obligations as a Data Processor under these Terms and Conditions and the Data Protection Laws, and allow for and contribute to audits, including inspections, by the Client (or another auditor mandated by the Client) for this purpose, subject to the Client:
14.2.1 giving VHL reasonable prior notice of such information request, audit and/or inspection being required by the Client;
14.2.2 ensuring that all information obtained or generated by the Client or its auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential (save for disclosure to the Supervisory Authority or as otherwise required by Applicable Law);
14.2.3 ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to VHL’s business, the Sub-Processors’ business and the business of other customers of VHL; and
14.2.4 paying VHL’s reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits at VHL’s applicable daily or hourly rates in force from time to time as set out in the then current Fees and Charges Schedule.
15 BREACH NOTIFICATION
15.1 In respect of any Personal Data Breach involving Protected Data that VHL processes on behalf of the Client, VHL shall once it has become aware of such breach, without undue delay:
15.1.1 notify the Client of the Personal Data Breach; and
15.1.2 provide the Client with details of the Personal Data Breach.
16 DELETION OR RETURN OF PROTECTED DATA AND COPIES
VHL shall, at the Client’s written request, either delete or return all of the Protected Data to the Client in such form as the Client reasonably requests within a reasonable time after the end of the provision of the relevant Services related to processing; and delete existing copies (unless storage of any data is required by Applicable Law and, if so, VHL shall inform the Client of any such requirement), except in the case of Protected Data that VHL processes as a Data Controller as referred to in clause 17.
17 PROTECTED DATA THAT VHL PROCESSES AS A DATA CONTROLLER
17.1 VHL may retain and submit to Public Health England or another Health Authority in the United Kingdom such extracts from the Protected Data as are required for the purposes of a Public Health Programme operated by that Health Authority (‘Public Health Data’).
17.2 VHL may retain such copies of the Protected Data and such records of processing in connection with the Services (the ‘Processing Records’) as VHL requires to maintain its accreditation with UKAS and as required by the Royal College of Pathologists (in accordance with its retention and storage of pathological records and specimens guidelines).
17.3 The parties acknowledge and agree that VHL processes the Processing Records and the Public Health Data on its own behalf and shall be responsible for the Processing Records and the Public Health Data as a Data Controller. VHL shall ensure that it’s processing of the Processing Records and the Public Health Data is in accordance with the Data Protection Laws subject to the terms of the Agreement.
18 TERMINATION
18.1 VHL may terminate the Agreement (or suspend the performance of it Services) by notice in writing to the Client and without thereby incurring any liability to the Client
18.1.1 if any consent, licence or authorisation held by it is revoked or modified such that it is no longer able to comply lawfully with its obligations under the Agreement or receive any benefit to which it is entitled, or
18.1.2 if the Client is in breach of the Agreement or any other agreement with VHL whether for Services or otherwise.
18.2 Upon termination of the Agreement for any reason VHL may submit its invoice for, and the Client shall pay forthwith on receipt of such invoice, the Fees and Charges and any applicable interest in relation to any Services performed but not yet invoiced at the date of termination.
18.3 Termination of the Agreement shall not affect any term of the Agreement that expressly or by implication is intended to survive termination, including clauses 1.13, 1.14, 2.4, 4, 5, 8, 18.2, 18.3, 18.4, 19.2, 20 and 21.
18.4 Termination of the Agreement shall not affect the rights and liabilities of each party accrued at the date of termination.
19 TUPE
19.1 VHL and the Client acknowledge and agree that TUPE will not apply to the commencement of Services pursuant to the Agreement and the Client warrants that neither it nor any third party employs or engages, or will employ or engage, any Staff who would transfer to VHL under TUPE.
19.2 The Client shall indemnify and keep indemnified the VHL against all losses liabilities costs claims damages compensation and expenses (including legal and other professional fees incurred on a full indemnity basis) suffered or incurred by VHL arising out of or in connection with any claim or allegation by or on behalf of any person that, as a result of the Services being provided to the Client by VHL, their employment or engagement transferred or should have transferred to VHL whether pursuant to TUPE or otherwise, and any other claims or allegations made by or on behalf of such individual, whether arising before, on or after the commencement of the provision of Services pursuant to the Agreement.
20 GENERAL
20.1 Dispute resolution
20.1.1 Subject to clause 20.1.2 if any dispute arises relating to the Agreement or any breach or alleged breach of the 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 within [28] days of a party bringing the existence of such dispute to the notice of the other party either party may submit the dispute to the jurisdiction of the English Courts.
20.1.2 Nothing in clause 20.1.1 shall prevent a party issuing proceedings
- a) for any liquidated debt (and interest) which was not paid by the due date for payment, or
- b) for an injunction or other equitable relief whether on notice or otherwise.
20.1.3 Except to the extent clearly prevented by the area of dispute, or where a party is exercising its right to suspend performance the parties will continue to perform their respective obligations under the Agreement while such dispute is being resolved.
20.2 Variation
20.2.1 VHL may from time to time amend (a) these Terms and Conditions and/or (b) the Fees and Charges Schedule and/or (c) the Laboratory Guide by updating them and providing the Client with a copy of the update. Such amendments shall only apply to Services that the Client requests after the date of the update, and the Client shall be deemed to accept those amendments by requesting Services after that date.
20.2.2 Except as set out in clause 20.2.1 or in clause 20.2.3 or as otherwise provided any amendments to the Agreement shall not be effective unless in writing and signed by an authorised signatory on behalf of each of the parties. The terms of the 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.
20.2.3 VHL is permitted to amend the Services and/or the manner in which they are delivered at any time and from time to time in order to comply with any change in Applicable Laws or any requirement of any regulator of VHL. VHL will give prompt notice of any such change to the Client.
20.3 Third Party Rights
20.3.1 except as expressly provided for in clause 20.3.2 a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement;
20.3.2 any director, officer, employee and/or agent of VHL or of any Affiliate of VHL shall have the right to rely on and enforce clauses 1.14 and 5.3 of the Agreement, and
20.3.3 The parties are entitled to vary the Agreement without the consent of any other person.
20.4 Rights and waiver
20.4.1 All rights granted to either of the parties shall be cumulative and not exhaustive of any rights and remedies provided by law.
20.4.2 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
20.4.3 No single or partial exercise of any right, power or remedy provided by law or under the Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
20.4.4 A waiver of any term, provision, condition or breach of the Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
20.5 Assignment
VHL may assign or sub-contract the performance of the Agreement (in whole or in part) or any one or more of the Tests to be performed under the Agreement to suitably accredited laboratories including those listed in the Laboratory Guide. The Client may not assign the Agreement or any of its rights or obligations hereunder without the prior approval of VHL to be granted or refused at its sole discretion.
20.6 Relationship of the parties
It is acknowledged and agreed that VHL and the Client are independent contractors and nothing in the Agreement shall create or be construed as creating a partnership or (except as provided in clause 13) a relationship of agent and principal between the parties. The Client acknowledges and agrees that, in requesting Services from VHL, it is not acting as agent for any patient or patients to which the Services relate.
20.7 Notices
All notices given under the 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. All notices shall be delivered at or sent, in the case of VHL to The Managing Director, The Stables, New Lodge, Drift Road, Winkfield, Windsor, Berkshire, SL4 4RR and in the case of the Client to the address given in its VHL client registration form.
20.8 Entire agreement
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 fraud or fraudulent misrepresentation.
20.9 Costs and Expenses
Save as otherwise provided each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Agreement (and any documents referred to in it).
20.10 Conflicts within the Agreement
In the event of any conflict or inconsistency between different parts of the Agreement, the following descending order of priority applies:
20.10.1 these terms and conditions and the documents mentioned in it (other than the LTRF) and Annex 1;
20.10.2 the applicable Client LTRF;
Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
20.11 Severance
20.11.1 If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
20.11.2 If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision. This clause. 20.11.2 is without prejudice to the rights of VHL under clause 20.2.3
21 Governing law
The Agreement and any dispute arising out of or in connection with it its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).
22 DEFINITIONS and INTERPRETATION
22.1 In these Terms and Conditions and the Annex:-
‘Affiliate’ means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity
‘Agreement’ means the contract between VHL and the Client for the supply of the Services, incorporating these Terms and Conditions.
‘Annex’ means an annex to the Terms and Conditions.
‘Applicable Law’ means as applicable and binding on the Client, VHL and/or the Services:
- a) any law, statute, regulation, byelaw or subordinate legislation in force from time to time to which a party is subject in any jurisdiction that the Services are provided to or in respect of ;
- b) the common law and laws of equity as applicable to the parties from time to time;
- c) any binding court order, judgment or decree; or
- d) any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business.
“Authorised Sub-Processors” those Sub-Processors identified in the Laboratory Guide as amended from time to time;
‘Client’ means the person or organisation requesting Services from VHL and for whom VHL has agreed to provide the Services;
‘Control’ has the meaning given in section 1124 of the Corporation Tax Act 2010, and Controls, Controlled and under common Control shall be interpreted accordingly;
‘Data Controller’ and ‘Data Processor’ have the meanings given to those terms (or to the terms ‘controller’ and ‘processor’ respectively) in Data Protection Laws.
‘Data Protection Laws’ means the General Data Protection Regulation (EU) 2016/679 and the Data Protection Act 2018 as each is amended in accordance with the Data Protection Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (as amended by SI 2020 no 1586) and incorporated into UK law under the European Union (Withdrawal) Act 2018 as amended (GDPR) and/or any corresponding or equivalent national laws or regulations, , and any Applicable Laws replacing, amending, extending, re-enacting or consolidating that legislation from time to time and any subordinate legislation made under that legislation.
‘Data Subject’ and ‘Personal Data’ have the meaning given to those terms in Data Protection Laws.
‘Data Subject Request’ means a request made by a Data Subject to exercise any rights of Data Subjects under Data Protection Laws.
‘Fees and Charges Schedule’ means the list of prices for Tests as specified by VHL (as amended by VHL from time to time) payable by the Client to VHL.
‘LTRF’ means VHL’s Laboratory Test Request Form as prescribed by VHL from time to time.
‘Laboratory Guide’ means VHL’s Laboratory Guide current at the time the applicable Services are requested, as supplied to the Client or, if not so supplied, available on request from VHL.
‘Personal Data’ has the meaning given to that term in Data Protection Laws.
‘Personal Data Breach’ means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data.
‘Processing’ has the meanings given to that term in Data Protection Laws (and related terms such as process have corresponding meanings).
‘Processing Instructions’ has the meaning given to that term in clause 9.1.1.
‘Protected Data’ means Personal Data received by VHL from or on behalf of the Client or generated by VHL on behalf of the Client in connection with the performance of the Services.
‘Public Health Programme’ means a programme administered by a Health Authority to monitor or analyse health data for the purpose of public health or for statistical, scientific or research purposes in the public interest.
‘Sample’ means a sample provided by the Client to VHL for testing.
‘Services’ means the conduct of the Tests specified in the request submitted by the Client and accepted by VHL, and/or such other services as VHL supplies to the Client from time to time.
“Staff” means any employees, workers, agency staff, officers, or directors employed or engaged by the Client or any third party (on behalf of the Client) in connection with services similar to or fundamentally or essentially the same as the Services.
‘Sub-Processor’ has the meaning given in clause 11.1.
‘Supervisory Authority’ means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws.
‘Test’ means a laboratory test to be carried out by VHL on a Sample supplied by the Client.
‘TUPE’ means the Transfer of Undertakings (Protection of Employment) Regulations 2006.
‘VHL’ means Viva Health Laboratories Limited company number 13207926 having its registered office at The Stables, New Lodge, Drift Road, Winkfield, Windsor, England, SL4 4RR.
‘YD Group’ means Your Doctor Group Limited company number 13695095 having its registered office at The Stables, New Lodge, Drift Road, Winkfield, Windsor, England, SL4 4RR and its Affiliates including VHL.
‘UKAS’ means the United Kingdom Accreditation Service, or any successor to it.
22.2 References to the singular include the plural and vice versa.
21.3 Clause headings and paragraph headings are for ease of reference only and are not part of these Terms and Conditions for the purpose of construction.
22.4 References to paragraphs are to paragraphs of an Annex.
22.5 reference to a person
22.6 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
22.7 The Annex is incorporated into these Terms and Conditions.
22.8 a reference to the Agreement includes its attachments schedules, appendices and annexes save where the contrary is stated;
22.9 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
22.10 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
22.11 reference to a gender includes each other gender;
22.12 words in the singular include the plural and vice versa;
22.13 the table of contents, background section and any clause, schedule or other headings in the Agreement are included for convenience only and shall have no effect on the interpretation of the Agreement; and
22.14 save as my otherwise be specified in the Agreement, a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Agreement.
ANNEX 1 Data Protection
1 Subject matter and nature of processing
1.1 The subject matter and nature of VHL’s processing of the Protected Data are:
1.1.1 Samples and Test results for the purpose of providing clinical and pathology services;
1.1.2 information about clinicians who order Tests, for the purposes of reporting the Test results to the Client;
1.1.3 information about a patient’s health insurance for the purposes of administering payment for the Services; and
1.1.4 billing information for a patient where the Client has asked VHL to direct VHL’s invoice to the patient.
2 Duration of processing
2.1 The duration of the processing is the time necessary to carry out the Services.
3 Types of personal data
3.1 The Protected Data comprises of the following types of personal data:
3.1.1 Name
3.1.2 Gender
3.1.3 Age
3.1.4 Address
3.1.5 Types of Tests conducted
3.1.6 Results of Tests
3.1.7 Billing information
3.1.8 The types of data referred to in the VHL Laboratory Guide
4 Categories of data subjects
4.1 The Protected Data concerns patients in respect of whom VHL conducts Tests, and clinicians who request Tests.
5 Reporting Test results
5.1 VHL shall report Test results using the method selected by the Client from the range of options offered by VHL or, if no method is selected by the Client, using a method selected by VHL from that range of options.
5.2 VHL shall report the Test results using the contact details supplied to VHL in the relevant section of the LTRF.
The Client shall be responsible for ensuring that those contact details are correct.
5.3 Where VHL supplies Test results electronically it shall ensure that the results are supplied in the format selected by the Client (from the range of options offered by VHL) and are supplied to the address indicated when the Client selects electronic results reporting. The Client shall be responsible for ensuring that the selected format is compatible with the Client’s information systems and for making the results available to the users of those systems.
Updated 6th October 2025.