Standard Terms of Business
29th May 2018
THESE TERMS OF BUSINESS APPLY TO ALL CONTRACTS AND AGREEMENTS FOR SERVICES UNDERTAKEN BY UNILABS LTD ON OR AFTER 29th MAY 2018
This document outlines the Terms of Business upon which we supply cellular pathology services to you. Please read this document carefully. You should understand that by requesting any of our services, you agree to be bound by these Terms.
You are advised to retain a copy this document for future reference. Please be aware that if you refuse to accept these Terms, you will not be able to request any services from us.
Amendments to these terms
We may update or amend these Terms from time to time to comply with law or to meet our changing business requirements without notice to the Client. Any updates or amendments will be posted on the Website. By continuing to use the Website, you agree to be bound by the terms of these updates and amendments. These Terms were last updated on 29th May 2018.
If you have any queries regarding these please contact our Clients Services Department at: firstname.lastname@example.org; or telephone at: +44 (0) 20 7299 4490 or by post to: Clients Services Department at 24-32 Stephenson Way, London NW1 2HD.
INFORMATION ABOUT UNILABS LIMITED
Unilabs Limited, Company number: 04115820; is registered at 24-32 Stephenson Way, London NW1 2HD (“Unilabs”).
DEFINITIONS AND INTERPRETATION
For the purpose of this document, the following terms shall have the following meaning:
- “Agreement” means the agreement between Unilabs and the Client for the supply of the Services comprising these terms of business.
- “Cellular Pathology Services” means the performance of all aspects of histopathological and cytopathological services for patients and users of the Client. Such services may include frozen sections, special staining, photography, transcription, reporting services and cytology.
- "Client" the company, hospital, NHS Trust, organisation, body or representative thereof or any other person who makes a request to Unilabs for Services.
- “HPC” means Health Professions Council.
- "Proposal" the written proposal (if any) prepared by Unilabs on the basis of its understanding of the Clients request for Services, outlining the Services to be provided by Unilabs including a quotation in respect of the fees for the Services, submitted by Unilabs to the Client prior to the Services being undertaken.
- "Report" the diagnostic report following review by a histopathologist if applicable to the requested Services.
- “Services” means all the work and services including Cellular Pathology Services performed by Unilabs for the Client pursuant to the Agreement.
- “Specimen” means a specimen (including wet tissue, paraffin blocks, aspirates and prepared slides) provided by the Client to Unilabs for investigation.
- “Services” means the services performed by Unilabs for the Client pursuant this Agreement.
- “TATs” means turnaround-times.
- “Tests” means a laboratory test agreed to be carried out by Unilabs on a Specimen supplied by the Client.
- “Working Day” means any day (excluding Saturdays, Sundays and public holidays) where commercial banks in London are open for normal banking business. Unilabs laboratory may receive specimens up until midday on Saturdays, however, Saturdays, Sundays and public holidays are not classed as Working Days.
SERVICES TO BE PROVIDED
Unilabs shall provide its Services to the Client with reasonable skill and care in accordance with its usual quality assurance standards.
Unilabs will maintain the status of ‘accredited’ from Clinical Pathology Accreditation (UK) Ltd.
Unilabs shall be responsible for obtaining and maintaining in force throughout the duration of this Agreement all licenses, consents and approvals of any governmental or quasi-governmental or regulatory authority as may be required in connection with the provision of the Services.
Unilabs staff will be registered with the HPC or, if in a laboratory assistant grade, be suitably supervised.
All consultant pathologists will be appropriately registered with the General Medical Council, Royal College of Pathologists and other relevant professional bodies.
KEY PERFORMANCE INDICATORS
The Client acknowledges that, except as expressly outlined in this Agreement, Unilabs gives no warranties or representations to the Client (whether express or implied) in respect of the Services. In particular, whilst every effort is made to achieve the turnaround times quoted by Unilabs for the provision of Services, no warranty or guarantee is given that such turnaround times will be achieved in any particular instance.
Unilabs consultant pathologists may deem it necessary for some cases to be referred for additional tests such as special staining, immunohistochemistry or molecular diagnostics. In such circumstances overall turnaround time will extend beyond the quoted turnaround time. In these cases the initial report will be made available to the referring clinician clearly stating that further studies have been requested.
Unilabs and the Client in their respective performance of this Agreement will comply with the provisions of the Data Protection Act 1998.
PRICING AND PAYMENT
In the absence of express agreement to the contrary the Services are supplied by reference to the prices identified in the Proposal prepared and submitted by Unilabs to the Client in respect of the Services.
Unilabs will exercise reasonable skill and judgement when proving an estimate or indication of price.
The Client shall recognise that in the healthcare industry coding and pricing of cellular pathology can be subject to a number of factors outside the control of Unilabs.
These factors include, but are not limited to:
- size of surgical margins excised by consultant users;
- number of biopsies taken by consultant users; and
- reflex testing (e.g. special stains) requested by the consultant pathologist.
Prices for any new or additional services not within the scope of the Agreement and its Appendices shall be mutually agreed.
Unilabs will submit accounts to the Client by the second (2nd) Working Day of each calendar month.
Unilabs payment terms are 30 days from the date of invoice.
Interest may be charged on overdue accounts at the rate of two per cent (2%) above the base interest rate charged by Barclays Bank Plc if payment is not received within 14 days of a written reminder to the Client.
TERM AND TERMINATION
Unless otherwise stated, the Agreement will continue until terminated by either party giving the other not less than three (3) months’ notice (in writing).
If the Client deems that the Service provided by Unilabs is unsatisfactory it will address any issues of dissatisfaction in writing giving Unilabs twenty eight (28) days to rectify any specified problems.
Unilabs shall maintain in force public liability, medical malpractice, products and employers’ liability insurance providing cover of at least £5 million for any one claim.
Neither party shall be liable to the other party for any consequential loss or damage, as a result of any breach of the terms of this Agreement for any loss of anticipated profits, loss of actual profits (direct or indirect), loss of anticipated savings, loss of business, or for any indirect profits, costs or savings, howsoever caused.
Any claim for damages made against Unilabs, not covered under the terms of the insurance policies detailed in clause 9.1, shall be limited to the value invoiced for services under the terms of the Agreement by Unilabs in the preceding 12 months.
Nothing in this Agreement shall in any way exclude or limit either party’s liability for death or personal injury caused by that party’s negligence, for fraud or fraudulent misrepresentation or deliberate personal repudiatory breaches of this Agreement.
Neither party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of their respective obligations in relation to the Services, if the delay or failure was due to any cause beyond the defaulting party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond a party’s reasonable control:
- act of God, explosion, flood, tempest, fire or accident;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- import or export regulations or embargoes;
- strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Unilabs or of a third party);
- difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
- power failure or breakdown in machinery.
In some cases, specialist or esoteric Tests may be required to support the Services. Unilabs may sub-contract any one or more Tests to be performed to a suitably accredited laboratory.
This Agreement shall be governed in all respects by English Law and any disputes shall be subject to the exclusive jurisdiction of the English Courts.