Corporate Information

TERMS & CONDITIONS OF BUSINESS OF MEDILAB LABORATORY LIMITED FROM 1ST JANUARY 2023

The definitions which apply to these Terms and Conditions are set out in clause 19.

1 THE SERVICES

1.1 These Terms and Conditions will apply to any services or consumables that MEDILAB Laboratory Limited provides to the Client, unless those services are the subject of a separate written agreement signed by MEDILAB and the Client. These Terms and Conditions apply to the exclusion of any other terms presented by the Client or implied by custom or course of dealing.

1.2 By submitting a Pathology Request, a request for any other services described in the Laboratory Guide or in any other proposal provided by MEDILAB, or an order for any Consumables described in the Laboratory Guide (in each case an ‘Order’), the Client offers to purchase those Tests, other services or Consumables on these Terms and Conditions from MEDILAB. MEDILAB may accept or reject any Order.

1.3 A contract between MEDILAB and the Client for the provision of Services and / or Consumables, incorporating these Terms and Conditions and the Order (an ‘Agreement’) takes effect when MEDILAB confirms acceptance of the Client’s Order in writing, logs the relevant Pathology Request in its laboratory information management system, or begins performing the Services (whichever occurs first). Any request for add-on Tests (as described in the Laboratory Guide) constitutes a request for further Services under that Agreement, which MEDILAB may accept or decline. In the event of a conflict between the Order and these Terms and Conditions, the Terms and Conditions will take priority.

1.4 MEDILAB will provide the Services under the Agreement:

1.4.1 in accordance with Good Industry Practice;

1.4.2 in accordance with the UKAS medical laboratory accreditation standard (ISO 15189);and

1.4.3 using suitably skilled and experienced staff.

1.5 MEDILAB will use reasonable efforts to achieve the Test turnaround times quoted in the Laboratory Guide, but does not warrant that it will achieve those times in the case of any particular Sample.

1.6 The Laboratory Guide sets out Sample rejection criteria. If the Sample meets those criteria, or if MEDILAB considers that the Sample is otherwise unsuitable for Testing or MEDILAB is unable to conduct the Testing then MEDILAB may decline to carry out the Testing under the Agreement and will be entitled to dispose of the Sample.

1.7 MEDILAB may destroy or dispose of a Sample after completing the Testing or on termination of the Agreement, unless otherwise agreed in writing with the Client.

1.8 In providing the Services, MEDILAB shall comply with all Applicable Law relating to anti-bribery and anti-corruption, including the Corruption (Jersey) Law 2006. MEDILAB shall not, and shall ensure that its staff do not, engage in any activity which would constitute an offence under the Corruption (Jersey) Law 2006.

1.9 MEDILAB is committed to trading ethically, with zero tolerance for modern slavery (including forced labour or human trafficking of any kind), human rights violations, and child labour. In performing its obligations under this Agreement, MEDILAB will comply with all Applicable Law and applicable internal policies relating to anti-slavery and human trafficking.

1.10 MEDILAB laboratories may use external laboratories to undertake the Tests.

2 SUPPLY OF CONSUMABLES

2.1 MEDILAB shall supply Consumables to the Client in accordance with the terms of this Agreement.

2.2 The Consumables shall:

(i) be of satisfactory quality (within the meaning of the Supply of Goods and Services (Jersey) Law 2009) and fit for any purpose held out by MEDILAB; and

(ii) comply with all Applicable Law.

2.3 MEDILAB shall not be liable for Consumables’ failure to comply with clause if:

(i) the Client makes any further use of those Consumables after notifying MEDILAB of such failure;

(ii) the defect arises because the Client failed to follow MEDILAB instructions for the storage, use or maintenance of the Consumables or (if there are none) good practice regarding the same;

(iii) the Client alters or repairs those Consumables without MEDILAB’s prior written consent;

(iv) the defect arises as a result of fair wear and tear, deliberate damage, negligence, or abnormal storage or working conditions; or

(v) the Consumables differ from their description as a result of changes made to ensure they comply with Applicable Law.

2.4 In the event the Consumables do not comply with clause 2.2, MEDILAB shall provide replacement Consumables without undue delay. This shall be the Client’s only remedy for such non-compliance. The terms of this clause 2 shall apply to any such replacement Consumables provided by MEDILAB.

2.5 MEDILAB shall ensure that the Consumables are properly packed and secured in a manner to enable them to reach their destination in good condition, and in a manner which complies with Applicable Law.

2.6 If the Client or the Client’s carrier will collect the Consumables from MEDILAB premises, delivery shall be completed when MEDILAB places the Consumables at the Client’s disposal at MEDILAB premises. In all other cases, delivery shall be completed on the loading of the Consumables at the premises where they are loaded onto transport for carriage.

2.7 MEDILAB may deliver Consumables by instalments, which may be invoiced and paid for separately. Time for delivery of Consumables is not of the essence of this Agreement and delays in the delivery of Consumables shall not entitle the Client to refuse to take delivery. MEDILAB shall have no liability for any failure or delay in delivering Consumables to the extent that any failure or delay is caused by the Client’s failure to comply with its obligations under this Agreement.

2.8 Title and risk in the Consumables shall pass to the Client on delivery, except that any biofreeze bottles provided by MEDILAB shall remain the property of MEDILAB at all times, regardless of any use by the Client of the biofreeze bottles.

2.9 The Client must not resell the Consumables or provide them to any third party without MEDILAB prior written consent.

2.10 The Client shall ensure that:

(i) any Consumables provided by MEDILAB are only used by healthcare professionals who are appropriately qualified and trained in the proper use of such Consumables; and

(ii) the healthcare professionals use the Consumables in accordance with any instructions relating to the use of the Consumables provided by MEDILAB and in any event with the degree of skill and care reasonably to be expected of a healthcare professional experienced in the use of such Consumables.

3 PRICE AND PAYMENT TERMS

3.1 The price payable by the Client for the Services and / or the Consumables will be the most recent price confirmed by MEDILAB to the Client in writing or by telephone prior to the Client submitting its Order. If MEDILAB has not confirmed the price for the Services and / or Consumables, the price will be that indicated in the Laboratory Guide.

3.2 As at the date of these Terms and Conditions many of MEDILAB services are VAT exempt. GST May apply.All of MEDILAB prices are stated exclusive of VAT and where VAT is chargeable on the Services and/or Consumables the Client will pay it at the applicable rate.

3.3 Invoices are normally issued on a monthly basis, but MEDILAB reserves the right to issue them more frequently. The client will pay MEDILAB invoices under the Agreement within 30 days of the date of the invoice, without any deduction or set off. At MEDILABs option, interest may be charged on late payment at the statutory rate prescribed from time to time by regulations under the Late Payments of Commercial Debts (Interest) Act 1998. Invoices paid from outside the UK must be paid by either direct bank transfer or by cheque drawn on a UK branch. All payments will be made in pounds sterling.

3.4 Without affecting any of its other rights, MEDILAB may suspend or cease provision of the Services and / or Consumables if the Client fails to pay an invoice due to MEDILAB, or if the total of the sums payable by the Client to MEDILAB under any agreements between the Client and MEDILAB meets or exceeds any credit limit that MEDILAB communicates to the Client from time to time.

4 CONFIDENTIALITY

4.1 MEDILAB agrees that it will hold and maintain the confidence of:

4.1.1 all information of a confidential nature which is received by MEDILAB from the Client or its patients in connection with the Services; and

4.1.2 all Test results, invoices and other information of a confidential nature issued by MEDILAB to the Client or its patients in connection with the Services, and, save with the Client’s consent or as otherwise permitted under this Agreement, 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. Where MEDILAB has been provided with the details of a patient’s private medical insurance in connection with the Services, MEDILAB will be entitled to assume (and the Client so warrants) that both the Client and the patient consent to the disclosure of information relating to that patient to the insurer concerned.

4.2 The restrictions in clause 4.1 will not apply to information which: (i) was in MEDILABs possession prior to disclosure by the Client; or (ii) is now or hereafter comes into the public domain other than by default of MEDILAB; or (iii) was lawfully received by MEDILAB from a third party acting in good faith having a right of further disclosure; or (iv) is required by law to be disclosed by MEDILAB; or (v) which is required by a regulatory or accreditation body to be disclosed to it for the purpose of regulating or accrediting the MEDILAB ltd.

5 CLIENT RESPONSIBILITIES

5.1 Except where MEDILAB obtains the Sample directly from the patient during a home visit or at MEDILAB patient reception facility, the Client will ensure that the Sample is obtained from the patient, packaged, and labelled in accordance with Applicable Law and good clinical practice.

5.2 Except where MEDILAB agrees to arrange transport of the Sample to MEDILAB laboratory, the Client will ensure that the Sample is transported to MEDILAB’s laboratory in accordance with Applicable Law and good clinical practice. Where MEDILAB agrees to arrange transport of the Sample the Client will ensure that the Samples are ready for collection by MEDILAB or its carrier at the agreed times.

5.3 The Client will ensure that all necessary consents and permissions are obtained and all necessary information provided to the patient, which is required under Applicable Law or good clinical practice in order to permit the performance of the Testing, and any other Services, and the use of the Protected Data as contemplated in the Agreement.

5.4 The Client will provide MEDILAB with any information reasonably necessary for performing the Services and / or supplying Consumables, including by ensuring that the Pathology Request contains sufficient information regarding the Sample, the relevant patient, and the persons to whom the Test results are to be reported, and will ensure that any information the Client provides to MEDILAB in connection with the Services and / or Consumables is accurate and complete.

6 LIABILITY

6.1 Nothing in the Agreement will limit or exclude liability for death or personal injury caused by negligence or any other liability that cannot be limited or excluded under Applicable Law.

6.2 In these Terms and Conditions ‘liability’ means any liability whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, which arises in connection with the Services, the Consumables or under or in connection with any Agreement.

6.3 Neither MEDILAB nor the Client will have any liability for: 6.3.1 loss of profit or revenue; 6.3.2 loss of anticipated savings; 6.3.3 loss of reputation or goodwill; or 6.3.4 indirect, special or consequential loss. 6.5 MEDILAB will have no liability for any delay or failure in performance of the Services or provision of the Consumables arising from the Client’s delay or failure in performing its obligations under clause 5 (Client Responsibilities).

6.4 All of the warranties which MEDILAB gives in relation to the Services and / or the Consumables are expressly set out in these Terms and Conditions. All other warranties, whether implied or express, are excluded from the Agreement where it is lawful to exclude them.

7 FORCE MAJEURE 

If the performance of any obligation under the Agreement (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 (a ‘Force Majeure Event’), the party so affected will be excused from any resulting failure or delay in performance, and the time for performance will be extended by an amount of time equal to the duration of the Force Majeure Event. The party so affected will use reasonable endeavours to mitigate the effect of the Force Majeure Event on its performance of its obligations. If the Force Majeure Event delays or prevents performance of a party’s obligations for more than three months, either party may terminate the Agreement on written notice to the other.

8 DATA PROCESSOR AND DATA CONTROLLER

8.1 When MEDILAB processes Protected Data on behalf of the Client in providing the Services the parties agree that the Client will be the controller and MEDILAB will be the processor. The Annex to these Terms and Conditions sets out when MEDILAB processes Protected Data on behalf of the Client. Clause 17 describes the circumstances where MEDILAB will use Protected Data on its own behalf as controller.

8.2 When MEDILAB processes Protected Data as processor, clauses 9 to 16 will apply in relation to the Protected Data. Where MEDILAB processes Protected Data as controller, clause 17 will apply instead.

8.3 The Client will comply with the Data Protection Laws in relation to the Protected Data, and ensure that all instructions given by it to MEDILAB in respect of Protected Data will at all times be in accordance with Data Protection Laws.

9 DATA PROCESSING INSTRUCTIONS

9.1 When MEDILAB processes Protected Data as processor, MEDILAB will comply with the obligations of processors under the Data Protection Laws.

9.2 Unless required to do otherwise by Applicable Law, MEDILAB will (and will take steps to ensure each person acting under its authority will) process the Protected Data only in accordance with the Client’s documented instructions as set out in the Order, pursuant to these Terms & Conditions, and in the Annex (the ‘Processing Instructions’).

9.3 If Applicable Law requires MEDILAB to process Protected Data other than in accordance with the Processing Instructions, MEDILAB will notify the Client of any such requirement before processing the Protected Data (unless Applicable Law prohibits MEDILAB from doing so).

9.4 MEDILAB will promptly inform the Client if MEDILAB becomes aware of a Processing Instruction that, in MEDILAB’s opinion, infringes Data Protection Laws. MEDILAB will have no liability for any processing in accordance with those Processing Instructions after giving the notice. MEDILAB’s obligations under this clause 9.4 do not limit the Client’s obligations under clause 8.3.

10 DATA SECURITY MEASURES 

In relation to the processing of the Protected Data, MEDILAB will 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 MEDILAB will not engage any processor to process the Protected Data on the Client’s behalf (a ‘Sub-Processor’) without the Client’s authorisation of that specific Sub-Processor. The Client will 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 MEDILAB will ensure that each Sub-Processor is appointed under a written contract containing materially the same obligations as clauses 9 to 16 (inclusive).

11.3 MEDILAB will 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 MEDILAB will, where practicable and not prohibited by Applicable Law, notify the Client of any such 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, MEDILAB will implement and maintain reasonable measures to assist the Client to respond to the Data Subject Requests relating to the Protected Data that MEDILAB processes on the Client’s behalf. MEDILAB will refer such Data Subject Requests it receives to the Client promptly, and in any event within five Business Days of receipt of the request.

12.2 MEDILAB will provide such assistance as the Client reasonably requires (taking into account the nature of processing and the information available to MEDILAB) to the Client in ensuring compliance with the Client’s obligations under Data Protection Laws with respect to: (i) security of processing, (ii) data protection impact assessments, (iii) prior consultation with the relevant regulator regarding high risk processing, and (iv) notifications to the regulator and/or communications to data subjects by the Client in response to any Personal Data Breach. The Client will pay MEDILAB’s charges for providing the assistance in this clause 12, such charges to be calculated on a time and materials basis at MEDILAB’s applicable daily or hourly rates in force from time to time.

13 INTERNATIONAL DATA TRANSFERS

13.1 The Client agrees that MEDILAB may transfer Protected Data to countries outside of Jersey for the purpose of providing the Services, provided all transfers by MEDILAB 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 the Data Protection Laws from time to time. The Client agrees that MEDILAB may implement such safeguards by entering into standard data protection clauses authorised under the Jersey Data Protection Laws, subject to clause 13.2

13.2 Where the Client requires MEDILAB to transfer Protected Data for the purpose of providing the Services to a country outside of Jersey which is not subject to an adequacy regulation under the Data Protection Laws (a Third Country) then:

13.2.1 the Client will enter into (or where relevant use reasonable endeavours to procure that the applicable third party recipient of the Protected Data enters into) standard data protection clauses with MEDILAB authorised under the Data Protection Laws for the international transfer of personal data that provide sufficient safeguards for the relevant transfer, on terms acceptable to MEDILAB (acting reasonably); and 13.2.2 where the data protection clauses referred to in clause 13.2.1 are not entered into, the Client will procure that prior to the transfer the relevant data subjects provide valid consent to the transfer for the purposes of the Jersey Data Protection Laws, and the Client will provide evidence of such consents to MEDILAB on request.

14 RECORDS, INFORMATION AND AUDIT

14.1 MEDILAB will maintain, in accordance with the Data Protection Laws binding on MEDILAB, written records of all categories of processing activities carried out on behalf of the Client.

14.2 MEDILAB will, in accordance with the Data Protection Laws, make available to the Client such information as is reasonably necessary to demonstrate MEDILAB’s compliance with its obligations as a 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 MEDILAB reasonable prior notice of such information request, audit and/or inspection 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 relevant regulator or as otherwise required by Applicable Law); and 14.2.3 ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to MEDILAB’s business, any Sub-Processor’s business and the business of other customers of MEDILAB.

15 BREACH NOTIFICATION 

MEDILAB will, without undue delay, notify the Client of a personal data breach involving the Protected Data, and provide the Client with details of the personal data breach.

16 DELETION OR RETURN OF PROTECTED DATA AND COPIES 

MEDILAB will, 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, in which case MEDILAB will inform the Client of any such requirement). Where MEDILAB will process that Protected Data as controller under clause 17, MEDILAB may retain the Protected Data.

17 PROTECTED DATA THAT MEDILAB PROCESSES AS A CONTROLLER

17.1 MEDILAB may process Protected Data as controller in the circumstances and for the purposes set out in MEDILAB’s Privacy Notice. In particular MEDILAB may:

17.1.1 retain and submit the Protected Data to a Health Authority in Jersey for the purposes of a Public Health Programme operated by that Health Authority, or to regulator for the purpose of complying with regulatory obligations; and

17.1.2 retain and process Protected Data in its laboratory records in order to meet the requirements of the UKAS medical laboratory accreditation standard (ISO 15189) and implement the guidelines of the Royal College of Pathologists for the retention and storage of pathological records and specimens.

17.2 When MEDILAB processes personal data on its own behalf as controller, it will do so in accordance with the obligations of data controllers under the Data Protection Laws and with the applicable terms of the Agreement.

18 GENERAL

18.1 Dispute resolution

18.1.1 If any dispute arises relating to this Agreement or any breach or alleged breach of this Agreement, the parties will make a good faith effort to resolve such dispute without recourse to legal proceedings. If, notwithstanding such good faith efforts, the dispute is not resolved either party may submit the dispute to the jurisdiction of the Jersey Courts.

18.1.2 Except to the extent clearly prevented by the area of dispute, the parties will continue to perform their respective obligations under this Agreement while such dispute is being resolved.

18.2 Variation

18.2.1 MEDILAB may amend these Terms and Conditions by updating the Laboratory Guide and providing the Client with a copy of the update or publishing it on MEDILAB’s website. Such amendments will only apply to an Order submitted after the date of the update, and the Client will be deemed to accept those amendments by submitting an Order after that date.

18.2.2 Except as set out in clause

18.2.1, any amendments to this Agreement will not be effective unless in writing and signed by an authorised signatory on behalf of each of the parties. The terms of this Agreement may be varied by agreement of the parties but without the consent of any third party whether or not the rights of such third party are affected by such variation. The Client will not unreasonably withhold, delay or condition its agreement to any variation to this Agreement requested by MEDILAB in order to ensure the Services and MEDILAB (and each Sub-Processor) can comply with any change in Applicable Laws.

18.3 Rights and waiver All rights granted to either of the parties will be cumulative and not exhaustive of any rights and remedies provided by law. The failure of either party to enforce (or delay in enforcing) at any time for any period any one or more of the terms of this Agreement will not be a waiver of such term or of the right of such party at any time subsequently to enforce all the terms of this Agreement.

18.4 Severability If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions will not be in any way affected.

18.5 Sub-contracting and Assignment MEDILAB may assign or sub-contract the performance of this Agreement (in whole or in part) or any one or more of the Tests to be performed hereunder to any member of any suitably accredited laboratories including those listed in the Laboratory Guide. The Client may not assign this Agreement or any of its rights or obligations hereunder without the prior approval of MEDILAB.

18.6 Relationship of the parties It is acknowledged and agreed that MEDILAB and the Client are independent contractors and nothing in this Agreement will create or be construed as creating a partnership or a relationship of agent and principal between the parties. The Client acknowledges and agrees that, in requesting Services from MEDILAB, it is not acting as agent for any patient or patients to which the Services relate.

18.7  Entire agreement The Agreement is the entire agreement between the Client and MEDILAB and supersedes and extinguishes all prior and contemporaneous agreements, promises, assurances, discussions, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that it has not entered into the Agreement in reliance on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in the Agreement except in the case of fraudulent misrepresentation.

18.8 Third parties The Agreement is not intended to create any rights for, nor be enforceable by, any third party except as set out in clause 6, and where the Client and MEDILAB Laboratory Limited agree that these Terms and Conditions will apply to any Orders.

18.9 Governing law The Agreement and any dispute arising out of or in connection with it (including non-contractual disputes and claims) or its subject matter or formation will be governed by and construed in accordance with Jersey law and each of the parties submits to the exclusive jurisdiction of the Jersey Courts.

19 INTERPRETATION

19.1 In these Terms and Conditions and the Annex: ‘Agreement’ has the meaning given in clause 1.3; ‘Annex’ means the annex to the Terms and Conditions; ‘Applicable Law’ means the laws, regulations and judgments binding on the relevant party, as amended from time to time; ‘Authorised Sub-Processors’ means: a) MEDILAB or any other sub laboratory which provides the applicable Test or Service; b) accredited specialist centres for onward referral of esoteric assays as identified in the MEDILAB Laboratory Guide; c) persons who provide information technology services that MEDILAB uses in the course of providing the Services; and d) any Sub-Processor referred to in the Annex; ‘Business Day’ means a day other than a Saturday, Sunday, or public holiday in Jersey; ‘Client’ means the person or organisation requesting Services and / or Consumables from MEDILAB and for whom MEDILAB has agreed to provide the Services and / or Consumables; ‘controller’, ‘data subject’, ‘data protection impact assessment’, ‘personal data’, ‘personal data breach’, ‘process’ and ‘processor’ have the meanings given to those terms in the Data Protection Laws; ‘Consumables’ means any goods to be provided by MEDILAB in order for the Client to benefit from the Services; ‘Data Protection Laws’ means the Jersey GDPR, the Data Protection (Jersey) Law 2018, and any other Applicable Law having effect in Jersey concerning privacy or the use of personal data; ‘Data Subject Request’ means a request made by a data subject to exercise any rights of data subjects under Data Protection Laws; ‘Good Industry Practice’ means the standard of skill and care reasonably to be expected from a professional provider of the Services; ‘Group’ in respect of any undertaking, means such undertaking and its group undertakings (‘undertaking’ and ‘group undertaking’ having the meanings given in the The Companies (Jersey) Law 1991); ‘Health Authority’ means (i) a department of the Jersey government or of a devolved administration, (ii) an executive agency of such department, or (iii) a body exercising statutory functions in relation to public health in Jersey or any part of the UK; ‘Laboratory Guide’ means MEDILAB’s Laboratory Guide current at the time the Client submits the Order, as supplied to the Client or, if not so supplied, available on request from MEDILAB, including any updates or supplements issued by MEDILAB; ‘Order’ has the meaning given in clause 1.2; ‘Pathology Request’ means a request for Testing submitted by the Client in a format MEDILAB accepts from time to time and by any of the methods MEDILAB accepts from time to time, whether in hard copy or via one of MEDILAB L’s electronic portals; ‘Privacy Notice’ means MEDILAB’s detailed Privacy Notice; ‘Processing Instructions’ has the meaning given to that term in paragraph 8.2; ‘Protected Data’ means personal data provided to MEDILAB by the Client or a third party on the instructions of the Client, or collected or generated by MEDILAB in the course of providing the Services or Consumables; ‘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 pathology sample provided by the Client to MEDILAB for Testing; ‘Services’ means the services to be provided under the Agreement; ‘Sub-Processor’ has the meaning given in clause 11.1; ‘Test’ means a laboratory test to be carried out by MEDILAB on a Sample, and ‘Testing’ means the process of conducting that Test and reporting the results; ‘UKAS’ means the United Kingdom Accreditation Service, or any successor to it; ‘UK GDPR’ has the same meaning as it does in section 3(10) of the Data Protection Act 2018, read with section 205(4) of that Act. 19.2 References to the singular include the plural and vice versa. 19.3 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. 19.4 References to paragraphs are to paragraphs of the Annex. 19.5 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, preceding those terms. 19.6 The Annex is incorporated into these Terms and Conditions. ANNEX 1 Subject matter and nature of processing 1.1 MEDILAB processes Protected Data as processor on behalf of the Client: 1.1.1 in the case of Testing, when MEDILAB receives a Pathology Request and Sample and processes the corresponding Protected Data to carry out the Test and report the Test results in accordance with the Processing Instructions; 1.1.2 when MEDILAB carries out the Client’s ‘fee to patient’ instructions, as described below; and 1.1.3 in the case of any other Services or the provision of Consumables, when MEDILAB is required to process Protected Data on the Client’s behalf to fulfil the Client’s instructions. 1.2 The subject matter and nature of MEDILAB’s processing of the Protected Data are: 1.1.1 Samples and Test results for the purpose of providing clinical 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 MEDILAB to direct MEDILAB’s invoice to the patient.   MEDILAB will report the Test results using the contact details supplied to MEDILAB in the relevant section of the Pathology Request. The Client will be responsible for ensuring that those contact details are correct. Where MEDILAB supplies Test results electronically it will ensure that the results are supplied in the format selected by the Client (from the range of options offered by MEDILAB) and are supplied to the address indicated when the Client selects electronic results reporting. The Client will 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. 6 Fee to patient Where the Client selects the ‘fee to patient’ option in a Pathology Request form, the Client instructs MEDILAB to seek payment from the patient of the fees owed by the Client in respect of that test. The Client confirms that the patient has agreed with the Client to pay those fees to MEDILAB for the Client. The Client instructs MEDILAB to recover the fees by invoicing the patient using the personal data provided by the Client. The Client instructs MEDILAB on the Client’s behalf to appoint debt collectors to recover the fees from the patient if the patient does not pay the invoice by the date payment falls due. The Client authorises MEDILAB to appoint those debt collectors as Sub-Processors in accordance with clauses 9 to 16.

Medilab, the company, attaches great importance to the health and safety of its staff and users of its services, facilities and equipment. It recognises that its activities may also impact on the environment. It acknowledges a responsibility for, and a commitment to, protection of the environment at all levels.

Senior management are committed to remove risk of exposure to hazards and where this is not possible, to minimise risk by use of suitable and effective controls. All necessary steps will be taken to comply with requirements, such as, the Health and Safety at work (Jersey) Law 1989, Fire
Precautions (Designated Premises) (Jersey) Regulations 1979 and the Fire Precautions (Jersey) Law 1977, and all supporting heath safety and environmental regulations pertaining to the activities entered in to and carried out by the company.

Senior Management are committed to:
• The prevention of accidents and work-related ill-health
• The provision of safe access and egress, a safe work environment and safe systems of work
• The provision and maintenance of plant and equipment and the safe handling, storing and transporting of hazardous substances and items
• The provision of instruction, information, training and, where appropriate, supervision to ensure competency in all aspects of safe working

The company is committed to implementing and maintaining an Environment Management System (EMS) in accordance with ISO 14001:2015.

The objectives of senior management are to:
• Increase awareness of environmental performance and responsibilities among all staff
• Minimise waste, pollution and operate environmentally sound waste management procedures
• Reduce the consumption of fossil fuels and incorporate long term strategies for energy efficiency into planning and development
• Promote a purchasing policy which will give preference, as far as is practicable to products and services which cause the least harm to the environment
• Avoid, wherever practical, use of environmentally damaging substances and materials
• Promote continual improvement by setting and reviewing environmental objectives.

The company is committed to ensuring sufficient resources are allocated to meet the needs of this policy.

Risk assessments and safe systems of work are developed and all reasonable steps will be taken to ensure staff are kept aware of changes that affect their work or work environment, in accordance with the duty of an employer to consult with its employees.

It is the responsibility of every member of staff to become familiar with the safety and environmental rules that apply to the department in which they work. They must also be familiar with rules applicable to areas that they visit in the course of carrying out their normal duties.

The company will co-operate and communicate with the organisations with whom it carries out its business including the providers of premises, equipment and services to ensure strategic health, safety and environmental requirements are met. This policy statement is supported by the provision of organisational arrangements necessary to encourage full recognition and commitment of its importance.

Medilab Website Terms and Conditions:

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE.

What's in these terms?
These terms tell you the rules for using our website https://medilab.je (site).

Who we are and how to contact us
medilab.je is a site operated by MEDILAB Limited ("we, us, our"). We are a limited company registered in Jersey under company number 144266 and have our registered office at Medical room 2, Strive, L'Avenue de la Reine Elizabeth II, Jersey JE3 7BP.

To contact us, please email info@medilab.je

By using our site you accept these terms

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.

If you do not agree to these terms, you must not use our site.

We recommend that you print a copy of these terms for future reference.

There are other terms that may apply to you

Please also see the following terms, which also apply to your use of our site:

• our Privacy Policy which sets out information about how we will use your personal data.
• our Cookie Policy below which sets out information about the cookies on our site.

We may make changes to these terms

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 07/05/2023.

We may change, suspend or withdraw our site

Our site is made available free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may change, suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons, if we stop providing a service we previously provided or if we change that service.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

How you may use material on our site

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged (except where the content is user-generated).

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy, download, share or repost any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

No text or data mining, or web scraping

You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our site or any services provided via, or in relation to, our site. This includes using (or permitting, authorising or attempting the use of):

• any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information or services accessed via the same.
• any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

Do not rely on information on this site

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

We are not responsible for websites we link to

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

Our responsibility for loss or damage suffered by you

Whether you are a consumer or a business user:

• We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
• Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any services to you which you purchase from our site, which will be set out in our Terms and conditions of supply.

If you are a business user:

• We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
• We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
• use of, or inability to use, our site; or
• use of or reliance on any content displayed on our site.

In particular, we will not be liable for:

• loss of profits, sales, business, or revenue;
• business interruption;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation; or
• any indirect or consequential loss or damage.

If you are a consumer user:

• Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

We are not responsible for viruses and you must not introduce them

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Rules about linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

If you wish to link to or make any use of content on our site other than that set out above, please contact info@medilab.je

Which country's laws apply to any disputes?

If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by Jersey law. You and we both agree that the courts of Jersey will have exclusive jurisdiction.

If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by Jersey law. We both agree to the exclusive jurisdiction of the courts of Jersey.

MEDILAB LTD Website Cookie Policy

When you visit MEDILAB website, with your permission we may send your computer a “cookie”. This is a small file that resides on your computer’s hard drive. Cookies are small text files, which identify a user’s computer to our server. This does not mean we have access to your computer or any information about you, other than the data you choose to share with us. Also cookies in themselves cannot identify the individual user, just the computer used.

The MEDILAB website uses cookies to collect user information via a web analytics service provided by search engines. This allows us to evaluate, compile reports and help us to improve our website. For example, we can identify popular areas of the site so that over time we can tailor the information on our site to better meet the needs of our visitors. You can find out information on how to opt out of search engine Analytics cookies.

Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google's behalf. Google will not associate your IP address with any other data held by Google. By using the MEDILAB website, you consent to the processing of data about you by Google in the manner and for the purposes set out above.

See Google's Privacy Policy webpage for more www.google.com/intl/en/privacypolicy.html

How to control and delete cookies

MEDILAB will not use cookies to collect personally identifiable information about you. However, if you wish to restrict or block the cookies which are set by MEDILAB websites, or indeed any other website, you can do this through your browser settings. The Help function within your browser should tell you.

Please visit www.aboutcookies.org for a more comprehensive guide to deleting and controlling cookies using your browser.

The importance of a cookie policy

Cookie policies are required by laws such as the GDPR and EU Cookie Law (otherwise known as the ePrivacy Directive). Furthermore, GDPR cookie consent to the cookie policy and the practices it outlines is also required by these EU laws.

While these laws are based in the EU, they apply to all businesses that market to EU consumers. This means that even UK and US businesses who operate outside of the EU, and who have EU customers need a dedicated cookie policy, that also meets the transparency and consent requirements of the Cookie Law.