TERMS and CONDITIONS

Bristol Bovine TB Detection Limited (BBTBD Ltd.); Companies House Number: 16800955 is the company providing this service, trading as ‘MicroDetect’. 

1. Definitions and Interpretation

(a) Additional Conditions: means, if any, the additional conditions of contract set out on the Request a Test Form.

(b) Request a Test Form: the online form that sets out the detail of the Services to be provided by BBTBD Ltd. to the Customer.

(c) Business Day: a day other than a Saturday, Sunday, or a public holiday in England when banks in London are open for business.

(d) Charges: the charges payable by the Customer for the supply of the Services by BBTBD Ltd.  as set out or referred to in the Request a Test Form.

(e) Conditions: these terms and conditions set out here in clause 1 to clause 10.16 (inclusive).

(f) Contract: the contract between the Customer and BBTBD Ltd.  for the supply of the Services in accordance with the Request a Test Form, these Conditions, and any Additional Conditions.

(g) Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to BBTBD Ltd.

(h) Deliverables: all results, documents, products and materials developed by BBTBD Ltd.  or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including computer programs, data, data and/or analysis

output files, reports and specifications (including drafts) as set out in the Request a Test Form.

(i) Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

(j) Services: the services, to be provided by BBTBD Ltd.  pursuant to this Contract, as set out in the Request a Test Form.

(k) Services Start Date: the day on which BBTBD Ltd. is to start provision of the Services, as set out in the Request a Test Form.

(l) BBTBD Ltd. Intellectual Property Rights: all Intellectual Property Rights subsisting in the Deliverables (excluding any Customer Materials incorporated in them).

(m) BBTBD Ltd.  Closure Day a day when BBTBD Ltd. is closed, the dates of which can be found on BBTBD Ltd.’s website at www.microdetect.co.uk

(n) Test kit is the sample collection material shipped by BBTBD Ltd to the customer, details of which is described on the Request a Test Form.

2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b) Any phrase introduced by 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.

(c) A reference to writing or written includes email.

3. Commencement and Term

This contract shall come into force on the date the order, as submitted on the Request a Test Form is accepted by BBTBD Ltd. It shall continue until the Service ends when the results of the test has been communicated to the customer, unless terminated earlier in accordance with Clause 9 (Termination) of The Conditions, until the Services End

Date stated in the Booking Form.

4. Supply of Services

4.1 BBTBD Ltd. shall supply the Services to the Customer from the Services Start Date in accordance with this Contract.

4.2 In supplying the Services, BBTBD Ltd. shall:

(a) perform the Services with reasonable care and skill;

and

(b) comply with all applicable laws, statutes and regulations from time to time in force, provided that BBTBD Ltd. shall not be liable under this Contract if, as a result of such compliance, it is in breach of any of its obligations under this Contract.

4.3 Nothing in the Contract shall prevent BBTBD Ltd. from supplying the same or similar services to any other person or entity, provided that BBTBD Ltd. does not use any of the Customer’s confidential information or Intellectual Property Rights. 

4.4 BBTBD Ltd. provides the services to inform the customer of the detectability of specific DNA present in a sample provided, as defined in the Request a Test Form. The Customer therefore acknowledges that the Services are of a research nature. Notwithstanding the foregoing, the University represents and warrants that the Services will be performed with reasonable care and skill and in accordance with the specifications set out in the Request a Test Form. In particular, but without limiting the foregoing, BBTBD Ltd. does not guarantee any particular or successful outcome from the Services or from any specific application of the test results including any commercial, clinical or diagnostic application of the Deliverables, and it gives no warranty that:

(a) the Services shall lead to any particular or successful result;

(b) use of the Deliverables shall lead to any particular or successful result;

(c) it is the custodian of all necessary property and other rights in the Deliverables and that their use will not infringe any intellectual property rights of any third party;

(d) the Deliverables are fit for any particular purpose;

(e) any necessary consents, licences or authorisations have been obtained in relation to the Deliverables.

5 Customer’s Obligations

5.1 The Customer shall:

(a) co-operate with BBTBD Ltd. in all matters relating to the Services;

(b) provide, in a timely manner, such data and information as BBTBD Ltd. may reasonably require and ensure that it is accurate in all material respects.

5.2 The Customer hereby warrants that any and all Customer Materials shall be prepared in accordance with all applicable health and safety regulations (including all

BBTBD Ltd.  regulations). 

5.3 In performing its obligations under these Conditions the Customer shall ensure all Customer Materials have been obtained, stored and are supplied in accordance with all applicable laws, statutes, regulations and codes from time to time in force. The Customer shall keep the BBTBD Ltd. indemnified in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by BBTBD Ltd.  arising out of or in connection with any breach of this clause 5.3.

5.4 The Customer hereby acknowledges that BBTBD Ltd. may destroy or irretrievably remove from its servers all Deliverables and data relating to the Services and the Deliverables at any time after BBTBD Ltd. has issued the Deliverables to the Customer, and in any event within three years of delivery, and therefore the Customer has sole responsibility for the safekeeping and back-up of the Deliverables following the date of delivery.

5.5 If BBTBD Ltd.’s performance of its obligations under this Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors,

consultants or employees, BBTBD Ltd. shall:

(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such preventionor delay;

(b) be entitled to payment of the Charges despite any such prevention or delay;

(c) be entitled to recover any additional costs, charges or losses BBTBD Ltd. acting

reasonably sustains or incurs that arise directly or indirectly from such prevention or delay; and

(d) not be liable under this Contract for any such prevention or delay and the Customer shall not be entitled to terminate this Contract in accordance with clause 9 (Termination).

5.6 In accordance with the Tuberculosis in Animals (England) Order 2021 the customer shall not provide samples that have been collected directly from any animal. For any such cases full liability falls on the Customer.

6 Intellectual Property 

6.1 BBTBD Ltd. and its licensors shall retain ownership of all BBTBD Ltd.  Intellectual Property Rights. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.

6.2 BBTBD Ltd. grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy BBTBD Ltd. Intellectual Property Rights for the purpose of receiving and using the Services and the Deliverables in the Customer’s business.

6.3 The Customer hereby grants BBTBD Ltd. a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use and copy the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.

6.4 The Customer shall keep BBTBD Ltd. indemnified in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by BBTBD Ltd. arising out of or in connection with any claim made against BBTBD Ltd. for actual or alleged infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials by the

BBTBD Ltd. 

6.5 This clause 6 shall survive termination or expiration of this Contract.

7 Charges and Payment

7.1 In consideration of the provision of the Services, the Customer shall pay BBTBD Ltd. the Charges in accordance with this clause 7.

7.2 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to BBTBD Ltd. at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

7.3 Payment of charges shall be made via the Request a Test form at the point of ordering the test. An electronic receipt with all reasonable supporting information reasonably required by the Customer shall be provided to the customer by BBTBD Ltd.

8 Limitation of Liability

8.1 Nothing in this Contract shall limit or exclude the BBTBD Ltd. ‘s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors; 

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

8.2 Subject to clause 8.1, BBTBD Ltd. shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise,

arising under or in connection with this Contract for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information; 

(f) loss of or damage to goodwill;

(g) any indirect or consequential loss.

(h) breach of statutory duty, or

(i) otherwise, for any and all liabilities, costs, expenses, damages and losses which arise directly or indirectly from the use of the Premises by the Customer or any other person or entity or the consequences of their use, to the maximum extent permitted under applicable law.

8.3 Subject to clause 8.1, BBTBD Ltd. shall have no liability to the Customer, whether in contract, tort, for breach of statutory duty, or otherwise, for any and all liabilities, costs, expenses, damages and losses which arise directly or indirectly from the use of the Deliverables by the Customer or any other person or entity or the

consequences of their use, to the maximum extent permitted under applicable law.

8.4 BBTBD Ltd.’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited to an amount equal to the Charges paid by the Customer under this Contract for the samples that affect this issue.

8.5 The conditions implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Contract.

8.6 This clause 8 shall survive termination or expiration of this Contract.

8.7 Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract.

9 Termination

9.1. Without affecting any other right or remedy available to it, either party to this Contract may terminate it with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days or such other relevant period given the nature of the breach, after being notified in writing to do so;

(b) the other party takes any step or action in connection with its 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;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this Contract has been placed in jeopardy.

9.1 BBTBD Ltd. may in its sole discretion terminate this Contract on giving three (3) months’ notice to the Customer.

9.3 Without affecting any other right or remedy available to it, BBTBD Ltd.  may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment.

9.4 On expiration or termination of this Contract for whatever reason the Customer shall immediately pay to BBTBD Ltd. all of BBTBD Ltd.’s outstanding unpaid

invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the BBTBD Ltd.  may submit an invoice, which shall be payable

immediately on receipt.

9.5 The expiration or termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiration, including the

right to claim damages in respect of any breach of this Contract which existed at or before the date of termination or expiration.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiration shall remain in full

force and effect.

10 General

10.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control save that an event of force majeure shall not excuse in accordance with this clause or otherwise non- payment of the Charges in accordance with this Contract.

10.2 Assignment and Other Dealings

(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract without BBTBD Ltd.’s prior written consent

(b) BBTBD Ltd. may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Contract.

10.3 Confidentiality

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, students or staff or suppliers of the other party except as permitted by clause 10.3(b).

(b) Each party may disclose the other party’s confidential information:

(i) 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

this Contract. Each party shall ensure that its employees, officers, representatives,

subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3;

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;

(iii) if such disclosure has been authorised in writing by the disclosing Party; and

(iv) if such information:

1. is generally available to the public, other than through a breach of the Contract;
2. is already in the receiving party’s possession at the time of receipt and which was not acquired directly or indirectly from the disclosing party without obligations of

confidentiality;

1. is acquired by the receiving party in good faith from a third party; or
2. has been developed by or for the receiving party at any time independently of the

information disclosed to it by the disclosing party. 

(c) No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.

(d) This clause 10.3 shall survive termination or expiration of this Contract.

10.4 Freedom of Information Act and Environmental Information Regulations

(a) The Customer recognises that BBTBD Ltd.  And certain of its affiliates are subject to legal duties which may require the release of information under the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issued by the Information Commissioner’s Office in relation to such legislation from time to time (“EIR”) and/or under the Freedom of Information Act 2000 together with any guidance and/or codes of practice issued by the Information

Commissioner’s Office in relation to such legislation from time to time (“FOIA”).

(b) The Customer recognises that BBTBD Ltd. may be asked to provide information in response to FOIA or EIR query on request. Such information may include matters relating to, or arising out of or in connection with, this agreement including information provided by or relating to the Supplier. 

(c) If the Customer receives directly a request for information under any applicable code or legislation governing access to information, the Customer shall:

1. immediately pass such request together with full background 5(d) details and any supporting documentation to BBTBD Ltd. ;and
2. not act or make any representations in such a way as to prejudice BBTBD Ltd.’s or its relevant affiliates’ position in relation to such request.

(d) The Customer accepts and acknowledges that any decision to disclose information and/or the application of any exemption under any applicable code or legislation governing access to information will be at BBTBD Ltd.’s or its affiliates’ sole and ultimate discretion.

10.5 Entire Agreement.

(a) This 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.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this Contract.

(c) For the avoidance of doubt the terms of these Conditions shall take precedence over the terms of any purchase order, the Request a Test form, or invoice terms for the Service.

10.6 Variation

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.7 Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to

exercise, or the single or partial exercise of, any right or remedy shall not:

(a) waive that or any other right or remedy; or

(a) prevent or restrict the further exercise of that or any other right or remedy.

10.8 Severance

If any provision or part-provision of this 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 clause shall not affect the validity and enforceability of the rest of this Contract.

10.9 Use of BBTBD Ltd.’s, the MicroDetect and the BrocTest name & Logo

The Customer shall not use BBTBD Ltd.’s, the MicroDetect and the BrocTest name or logo in any publicity or promotional materials associated with the Services (and whether in printed form, in websites or other digital content) without the prior written consent of BBTBD Ltd.

10.10 Notices

(a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at the address stated in the

Request a Test Form or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the sample delivery address referred to in the sample collection pack; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by or email, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

10.11 Non Solicitation

The Customer shall not, without the prior written consent of BBTBD Ltd., at any time from the date of this agreement to the expiry of 24 months after termination or expiry of this agreement, solicit or entice away from the BBTBD Ltd. or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or

subcontractor of BBTBD Ltd. in the provision of the Services. 

10.12 Third Party Rights

No one other than a party to this Contract shall have any right to enforce any of its terms.

10.13 Export Control

The Customer shall not export, directly or indirectly, any data acquired from BBTBD Ltd. under this Contract (including the Deliverables incorporating any such data) in

breach of any applicable export control laws or regulations (including export laws and regulations of the European Union or United States), to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

10.14 Relationship between the parties

Nothing in the Contract will create any partnership or joint venture between BBTBD Ltd. and the Customer, and neither party will have the authority to act as agent for or

enter into any commitments on behalf of the other. It is the intention of BBTBD Ltd. and the Customer that the BBTBD Ltd. and its employees shall not be under the

supervision, direction or control of the Customer or any of the Customer’s employees or third-party contractors when providing services to or for the benefit of the Customer.

10.15 Governing Law

This 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.

10.16 Jurisdiction 

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non- contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.