1. The Services
Medical Diagnosis Ltd. (“MD”) warrants to its clients that its services will be provided in accordance with the UKAS medical laboratory accreditation standard ISO 15189 and that the people providing the services will be suitably skilled. Every care will be taken to ensure the best possible accuracy.
On request, MD may arrange collection of samples from locations within London, being the area within the M25 motorway, at extra cost. Sample collection may also have a separate fee stated on the website.
Turnaround times quoted by MD are indicative only and no warranty or guarantee is given that such turnaround times will be achieved in any particular instance. Turnaround times are quoted as working days. The laboratory operates Monday to Saturday.
The client must notify MD of any clinical information relevant to the services and provide all information reasonably required concerning samples and the persons from whom they were taken. Samples and pathology request forms must be labelled with the patient’s given name, surname, date of birth, and date and time of collection. High-risk samples must be clearly labelled and packed separately.
MD accepts no responsibility for any error or defect in a test or report arising from inaccuracies or omissions in information supplied by the client. The client shall indemnify MD and its directors, officers, employees, and agents against liabilities, costs, claims, loss, damage, demands, actions, and expenses arising directly or indirectly from such breach.
Upon completion of a test, the related sample may be stored for a few days to enable repeat testing for verification purposes and may then be destroyed or disposed of by MD unless otherwise agreed.
2. Price and Payment Terms
The fees payable by the client for the services shall, unless otherwise formally agreed, be the prices specified in MD’s Laboratory Guide for the applicable tests or services at the time they are requested.
As at the date of these Terms & Conditions, VAT is not payable on MD’s services. If the services subsequently become subject to VAT, VAT will be charged in addition at the applicable rate.
Invoices are normally issued on the day of the test for patients and monthly for referrers such as clinics, diagnostic centres, and practitioners. MD reserves the right to issue invoices more frequently.
Invoices to organisations, clinics, laboratories, and healthcare providers are payable within 30 days of issue unless otherwise agreed. MD may charge interest on late payment at the statutory rate prescribed under the Late Payments of Commercial Debts (Interest) Act 1998.
Invoices paid from outside the UK must be paid by direct bank transfer or by cheque drawn on a UK branch. All payments must be made in pounds sterling or pound sterling equivalent.
3. Confidentiality
MD will hold and maintain the confidence of all confidential information received from the client or its patients in connection with the services, including test results, invoices, and other confidential information issued by MD.
MD will not disclose such information except to its professional staff, independent consultants, and persons delegated to perform tests who require the information for that purpose, or where disclosure is permitted under these Terms & Conditions.
Where MD has been provided with patient private medical insurance details, MD shall be entitled to assume that both the client and patient consent to disclosure of relevant information to the insurer concerned.
Confidentiality restrictions do not apply to information already in MD’s possession, information in the public domain, information lawfully received from a third party, information required by law to be disclosed, or information required by a regulatory or accreditation body.
4. Liability and Indemnity
The client warrants that it will comply with all relevant laws, regulations, and guidelines applicable to the collection and shipment of samples, including applicable data protection laws.
The client must obtain all consents and permissions required by law, good medical practice, or otherwise to permit testing of samples and the use of protected data as contemplated by these Terms & Conditions.
The client shall indemnify and hold harmless MD, its directors, officers, employees, and agents against liabilities, costs, claims, loss, damage, demands, actions, and expenses arising directly or indirectly from breach of these obligations.
MD shall not be liable for direct loss of profit, direct loss of anticipated savings, or indirect or consequential loss or damage, including loss of profit, business, opportunity, goodwill, reputation, or data.
To the extent not covered by other limitations, MD’s maximum liability to the client under or in connection with this agreement shall be £1,000,000, less any sums paid by MD to any patient or third party arising from the same facts and circumstances.
Limitations and exclusions apply only where permitted by applicable law.
5. Third Parties
These Terms & Conditions are not intended to give any person who is not a party to them any right to enforce their provisions under the Contracts (Rights of Third Parties) Act 1999.
However, any sub-contractor of MD and the servants and agents of MD or its sub-contractors may enforce these Terms & Conditions where applicable.
6. Force Majeure
If performance of this agreement or any obligation under it, except payment obligations, is prevented, restricted, or interfered with by circumstances beyond the reasonable control of the affected party, that party shall be excused from performance to the extent of the prevention, restriction, or interference.
Such circumstances may include flood, fire, storm, strike, lockout, sabotage, terrorist act, civil commotion, and government intervention.
The affected party must give prompt notice and use reasonable endeavours to avoid or remove the causes of non-performance and continue performance as soon as possible.
7. Data Processor and Data Controller
Where MD processes protected data in providing services, MD shall process that data in compliance with the obligations of data processors under data protection laws and the relevant terms of these Terms & Conditions.
The client warrants that it has complied and will continue to comply with data protection laws, including providing fair processing information to data subjects and obtaining necessary consents.
All instructions given by the client to MD in respect of personal data must comply with data protection laws.
8. Instructions and Details of Processing
Where MD processes protected data on behalf of the client, MD shall process that data only on and in accordance with the client’s documented instructions as set out in the request for services.
If applicable law requires MD to process protected data other than in accordance with those instructions, MD shall notify the client before processing unless prohibited by law on important public interest grounds.
MD shall inform the client if it becomes aware of a processing instruction that, in MD’s opinion, infringes data protection laws.
9. Technical and Organisational Measures
In relation to processing protected data, MD shall implement and maintain appropriate technical and organisational measures at its own cost and expense.
Any additional technical and organisational measures requested by the client shall be at the client’s cost and expense.
10. Staff and Other Processors
MD shall not engage any sub-processor for processing protected data on behalf of the client without the client’s written authorisation, except where authorised sub-processors are already permitted.
Each sub-processor must be appointed under a written contract containing materially equivalent obligations, and MD remains fully liable for the acts and omissions of each sub-processor as if they were its own.
MD shall ensure all persons authorised to process protected data are subject to binding confidentiality obligations.
11. Assistance with Compliance and Data Subject Rights
MD shall maintain reasonable measures to assist the client in responding to data subject requests relating to protected data.
MD shall refer all data subject requests it receives to the client promptly and in any event within five business days of receipt.
MD shall provide reasonable assistance to the client in ensuring compliance with security, breach notification, and communication obligations under data protection laws. Charges may apply on a time and materials basis.
12. Records, Information, and Audit
MD shall maintain electronic records of all categories of processing activities carried out on behalf of the client in accordance with data protection laws.
MD shall make available information reasonably necessary to demonstrate compliance with Article 28 of the GDPR and equivalent data protection laws.
Audits or inspections must be subject to reasonable prior notice, strict confidentiality, normal business hours, minimal disruption, and the client covering MD’s costs incurred during such inspections.
13. Breach Notification
In respect of any personal data breach involving protected data that MD processes on behalf of the client, MD shall notify the client without undue delay and provide details of the personal data breach.
14. Deletion or Return of Protected Data
At the client’s written request, MD shall either delete or return all protected data to the client in a reasonably requested form within a reasonable time after the end of the relevant services and delete existing copies, subject to any legal or regulatory retention obligations.
15. Protected Data Processed by MD as Data Controller
MD may retain and submit extracts from protected data to Public Health England or another UK health authority where required for a public health programme.
MD may retain copies of protected data and records of processing as required to maintain UKAS accreditation and comply with Royal College of Pathologists retention and storage guidance.
MD shall process such records and public health data in accordance with data protection laws and these Terms & Conditions.
16. Liability, Indemnities, and Compensation Claims
MD shall indemnify the client in respect of data protection losses arising from MD’s non-compliance with data protection laws where those laws impose obligations on data processors, processing outside the client’s instructions, or breach of relevant obligations.
The client shall indemnify MD in respect of data protection losses arising from the client’s non-compliance with data protection laws, processing carried out pursuant to unlawful client instructions, or breach of its obligations.
A party shall not be liable for data protection losses to the extent those losses are caused or contributed to by the other party’s breach.
If a party receives a compensation claim from a person relating to processing of protected data, it shall promptly provide the other party with notice and full details.
17. Survival
Relevant data protection clauses shall survive termination or expiry of the services. Clauses relating to protected data processed by MD as controller and liability provisions shall continue indefinitely where applicable.
Any expiry or termination of data protection clauses shall be without prejudice to accrued rights or remedies of either party.
18. General
Dispute Resolution
If a dispute arises relating to this agreement, the parties shall make a good faith effort to resolve it without legal proceedings. If unresolved, either party may submit the dispute to the English courts.
Variation
Any amendments must be in writing and signed by an authorised signatory for each party. The client shall not unreasonably withhold agreement to variations requested by MD to comply with applicable laws.
Rights and Waiver
Rights granted to either party are cumulative. Failure or delay in enforcing any term shall not operate as a waiver.
Severability
If any provision is or becomes invalid, illegal, or unenforceable, the remaining provisions shall remain unaffected.
Assignment
MD may assign or sub-contract performance of this agreement, in whole or in part, to suitably accredited laboratories. The client may not assign this agreement without MD’s prior approval.
Relationship of the Parties
MD and the client are independent contractors. Nothing creates a partnership or agent-principal relationship.
Notices
All notices must be in writing and delivered by hand, prepaid first-class post, or recorded delivery. Notices to MD should be sent to Unit 12 Central Business Centre, Neasden, NW10 0UR, London.
Entire Agreement
These Terms & Conditions and the documents referred to in them contain the entire agreement in respect of their subject matter.
Governing Law
This agreement and any dispute arising from or in connection with it shall be governed by English law, and each party submits to the exclusive jurisdiction of the English courts.
