WHAT'S IN THESE TERMS?
Section 1: Website Terms. Section 2: Terms of Service (pg 8)
SECTION 1: Website Terms, Colab Services Ltd
These terms tell you the rules for using our website [www.colabeu.com] ("our site").
WHO WE ARE AND HOW TO CONTACT US
[DOMAIN ADDRESS] is a site operated by COLAB SERVICES LIMITED (company number 11870419) (we and us), a company registered in England and Wales. Our registered office and main trading address is at Commerce House, 2 Carlton Boulevard, Lincoln LN2 4WJ.
BY USING OUR SITE YOU ACCEPT THESE TERMS
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
- Our terms and conditions if you order Services from us.
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.
WE MAY MAKE CHANGES TO OUR SITE
We may update and change our site from time to time to reflect changes to our Services our users' needs and our business priorities.
WE MAY 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 suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us.
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 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.
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.
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, medical 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.
USER-GENERATED CONTENT IS NOT APPROVED BY US
This website may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
If you wish to complain about information and materials uploaded by other users please contact us.
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.
If you are a business user:
- Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any Services to you, which will be set out in our Terms and Conditions.
- 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.
- If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
HOW WE MAY USE YOUR PERSONAL INFORMATION
UPLOADING CONTENT TO OUR SITE
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
You are solely responsible for securing and backing up your content.
OUR CONTENT STANDARDS
These content standards apply to any and all material which you contribute to our site ("contribution"), and to any interactive services associated with it. The content standards must be complied with in spirit as well as to the letter. They apply to each part of any contribution, as well as to its whole. We will determine, in our absolute discretion, whether a contribution breaches these contribution standards.
- be accurate (where they state facts);
- be genuinely held (where they state opinions);
- comply with the law applicable in England and Wales, in any country from which it is posted, and in any other applicable country.
Contributions must not:
- be defamatory of any person;
- be obscene, offensive, hateful or inflammatory;
- promote sexually explicit material;
- promote violence;
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- infringe any copyright, database right or trademark of any other person;
- be likely to deceive any person;
- breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
- promote any illegal activity;
- be in contempt of court;
- be threatening, abuse, or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
- be likely to harass, upset, embarrass, alarm or annoy any other person;
- impersonate any person, or misrepresent your identity or affiliation with any person;
- give the impression that the contribution emanates from us, if this is not the case;
- advocate, promote, incite any request to commit, or assist any unlawful or criminal acts such as (by way or example only) copyright infringement or computer misuse;
- contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published or likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism;
- contain any advertising or promote any services or weblinks to other sites.
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. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. 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 us.
WHICH COUNTRY'S LAWS APPLY TO ANY DISPUTES?
SECTION 2: Service Terms and Conditions, Colab Services Ltd
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 9 (LIMITATION OF LIABILITY).
1. ABOUT US
- Company details. COLAB SERVICES LIMITED (company number 11870419) (we and us) is a company registered in England and Wales and our registered office and main trading address is at Commerce House, 2 Carlton Boulevard, Lincoln LN2 4WJ. We operate the website www.colabeu.com.
- Contacting us. To contact us telephone our customer service team at +44(0)1522 846915 or e-mail firstname.lastname@example.org. How to give us formal notice of any matter under the Contract is set out in clause 12.
2. OUR CONTRACT WITH YOU
- Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you ("Contract"). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
- Language. These Terms and the Contract are made only in the English language.
- Who can order. We do not accept orders from consumers or members of the public. We only accept orders from general practitioners, medical advisors or other clinicians (together "Practitioners") who have registered with us. We reserve the right in relation to registration and/or any order being placed to require details and evidence of qualifications, licences to practice and/or insurance as we deem appropriate.
- Authorisation. It is the obligation of the Practitioner to ensure that they are authorised and qualified under both national (UK and USA) law, international law, and any other applicable rules or regulations to order the Services and underlying tests comprised in any order. You will indemnify us from and against any and all liability incurred in relation to any breach of this clause 2.5.
3. PLACING AN ORDER AND ITS ACCEPTANCE
- Placing your order. Please follow the onscreen prompts to place an order. You may only submit an order by using the method set out on the site or (at our discretion) by emailing us at email@example.com. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.
- Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
- Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
- Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation. We will only accept your order after we have received your payment.
- If we cannot accept your order. If we are unable to supply you with the Services for any reason within our reasonable control, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4. OUR SERVICES
- We provide facilitation only. We do not perform any tests or analysis ourselves. The Services are the facilitation and ordering of tests from various laboratories.
- Responsibility for tests. We are not responsible for the accuracy, completeness or clarity of test results. If you have any issues with the test results then we will at our discretion assist you in contacting the test laboratory, but we will accept no liability for such issues or response (or look thereof) of the applicable laboratory.
- Advice and recommendations. We do not advise patients as to the appropriateness of any tests, nor do we analyse the results of any such tests. The responsibility for all such advice and analysis rests with the applicable Practitioner. There is no direct contractual relationship between us and the patient concerned, even where you as the practitioner ask the patient to make payment of our Charges on your behalf.
- Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
- Time for performance. We will use reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract. For the avoidance of doubt, performance dates relate to the performance of our Services, not to performance by the laboratory of the testing ordered (which you acknowledge is beyond our control).
- Our working days. We do not work at weekends. Where an order confirmation is provided to you on Monday to Thursday, then your order will be processed the next working day, and if we have already received the applicable test kit with the patient's sample then it will be sent the following working day. We do not process orders on Friday, Saturday or Sunday, so these will be deemed received by us on the next subsequent working day.
5. YOUR OBLIGATIONS
- It is your responsibility to ensure that:
- the terms of your order are complete and accurate;
- you co-operate with us in all matters relating to the Services;
- you have ensured that you are fully entitled under all national (including UK and USA) and international laws and all other rules and regulations to provide us with the samples and order the tests requested by you in the order;
- you have provided the samples in the containers provided by us and in accordance with the instructions of us and the laboratories (including in sufficient quantities for the testing to be carried out);
- you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- you ensure that the sample(s) are processed and packaged in a manner that will enable them to reach their final destination safely and securely, and in compliance with all national (including UK and USA) and international laws, rules and regulations, including IATA guidelines and standards;
- you obtain and maintain all necessary licences, permissions and consents (whether from the patient or otherwise) which may be required for the Services before the date on which the Services are to start, both as required in the UK and USA;
- you comply with all applicable laws, including health and safety laws, rules and regulations (both nationally (including UK and USA) and internationally);
- you return the sample(s) to us in accordance with any date of expiry set out in our testing kit, and in any event within 10 weeks of our order confirmation;
- you will ensure that the testing kit is not damaged or destroyed (failing which we reserve the right to apply a reasonable charge of not less than £12 plus VAT plus postage and packaging to supply a replacement to you);
- the laboratory performing the test requested accept orders from your home country;
- you have provided adequate postage on the submission of samples to us – if not then at our discretion we may either refuse to collect the item from the post office or charge you our costs incurred plus a £35 plus VAT administration fee to collect the parcel.
- you check the test results of your patients in a timely fashion, and to action any aberrant results / or refer to a suitability qualified medical practitioner as necessary so that, where required, any urgent action can be undertaken.
- If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 ("Your Default"):
- we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract;
- we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
- it will be your responsibility to reimburse us on written demand for any costs, losses or liabilities we sustain or incur arising directly or indirectly from Your Default.
- In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 6.
- The Charges are the prices quoted on our site at the time you submit your order.
- If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
- Our Charges may change from time to time. We will not usually change our charges after your order was placed, unless something beyond our control affects the cost to us in providing the services. This could be, for example, an increase in the cost or a change to the scope of services provided by a testing laboratory. In such circumstances we will notify you of the position and give you the option either to cancel the order or to pay the increased Charges. If you do not respond within 14 days of our request for such a choice, then we will cancel the order.
- Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
7. HOW TO PAY
- Payment for the Services is in advance. We will require your payment before acceptance of your order.
- You can pay for the Services via the website, or at our discretion by using a debit card or credit card, or by transfer to our bank details: Account Number 36722165 Sort Code: 09-01-29. Account in the name of Colab Services Ltd.
- If requested, we will send you an electronic receipt within seven days of the beginning of the month following payment.
- We can charge interest if you pay late or your payment is declined. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 10% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
2.HOW WE MAY USE YOUR PERSONAL INFORMATION
- We may use any personal information you provide to us to:
- provide the Services;
- process your payment for the Services; and
- inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
3. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- Nothing in these conditions shall limit or exclude our liability for any matter in respect of which it would be unlawful for us to exclude or restrict liability.
- Subject to clause 9.1:
- we shall under no circumstances whatsoever incur any liability for your (I) loss of profit, loss of contracts, loss of revenue, loss of opportunity, loss of savings or anticipated savings, loss of goodwill, damage to reputation, loss under contracts with third parties, loss or corruption of information, data or software, or samples when the loss of them is outside of our control e.g. in transit with a courier (in each case within (I) whether direct or indirect); and (II) any indirect or consequential losses or damages whatsoever; and
- our total aggregate liability to you shall in no circumstances exceed 100% of the aggregate Charges paid by you under this Contract; and
- you shall indemnify and hold us harmless from any against any and all liability to the patient and/or any other third parties with whom you have contracted in relation to the Services (e.g. phlebotomy service) which is in excess of and/or duplication of liability owed to you under or contract with you. Our directory is for your general information only and does is not an endorsement of the service of the practitioners listed on it.
- We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 10.2.
- We each may disclose the other's confidential information:
- to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 10; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
5. EVENTS OUTSIDE OUR CONTROL
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control). You acknowledge that failure, delay, action or inaction by any testing laboratory and/or any postal agent or courier constitutes an Event Outside Our Control.
- If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
- You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
6. COMMUNICATIONS BETWEEN US
- When we refer to "in writing" in these Terms, this includes email.
- Any notice or other communication given under or in connection with the Contract must be in writing, sent by pre-paid first class post or email.
- A notice or other communication is deemed to have been received:
- if sent by pre-paid first class post at 9.00 am on the second working day after posting; or
- if sent by email, at 9.00 am the next working day after transmission.
- In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
- The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
- ASSIGNMENT AND TRANSFER.
- We may assign or transfer our rights and obligations under the Contract to another entity.
- You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
- Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
- Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
- Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
- Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.