NatureMetrics: Terms and Conditions – Part A

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These Terms and Conditions (“Terms') apply to orders for NatureMetrics' Sampling Services, Technical Support Services and/or Subscriptions (individually a “Service” and together “Services”) as ordered under a Contract as defined below. These Terms apply to business Clients only – consumers may not order NatureMetrics Services.

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How to use these Terms: Part A of the Terms are general terms that apply to all Contracts, Part B of the Terms applies if Client is purchasing Sampling Services, Part C applies if Client is purchasing a Platform Subscription (or receives a free trial).

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1. Definitions and interpretation

1.1 In these Terms, capitalised terms shall have the meaning set out in Schedule 1.

1.2 In these Terms, unless context requires otherwise: (a) a reference to a party includes that party's personal representatives, successors and permitted assigns; and (b) a reference to legislation is a reference to it as amended, extended or re enacted from time to time and to any regulations made under it.

1.3 The Contract is between the Client and: (a) NatureMetrics North America Ltd if the Client is located in North America. NatureMetrics North America Ltd is a company incorporated and registered under the laws of Ontario with a registered address at 590 Hanlon Creek Blvd, Unit 11, Guelph, Ontario, Canada, N1C 0A1; or (b) NatureMetrics Ltd if the Client is located outside North America. NatureMetrics Ltd is a company incorporated and registered in England with company number 09243907, whose registered office is at 1 Occam Court, Surrey Research Park, Guildford, GU2 7HJ, United Kingdom.

1.4 References in this Part A to clauses are references to that clause number within Part A, unless stated otherwise.

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2. Application of these Terms and Formation of Contracts

2.1 These Terms apply to and form part of the Contract between NatureMetrics and the Client. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Client's purchase conditions, order, offer, confirmation of order, specification or other document shall form part of the Contract.

2.3 Order Forms: a draft order form is not binding on either party unless signed by both parties, at which stage a Contract is formed.

2.4 Each written request for Services from a Client via the NatureMetrics online stores shall be an offer by the Client to purchase such Services subject to these Terms.

2.5 NatureMetrics may accept or reject an offer under clause 2.4 at its discretion. An offer shall not be accepted, and no binding obligation to supply any Services shall arise, until NatureMetrics accepts the offer by issuing an Order Confirmation.

2.6 Rejection by NatureMetrics of an offer under clause 2.4, including any communication that may accompany such rejection, shall not constitute a counter offer capable of acceptance by the Client.

2.7 NatureMetrics may issue quotations to the Client from time to time.  Quotations are invitations to treat only.

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3. Price and Payment

3.1 The price for the Services (as applicable) shall be as set out in the Contract (the “Price”). NatureMetrics reserves the right to update pricing, products and/or services in its online store or list prices, at any time.

3.2 The Client shall pay any applicable taxes, including VAT, on the Price to NatureMetrics.

3.3 The Client’s obligation to pay the Price is incurred upon the Contract being formed. Unless Client has paid via card at checkout, NatureMetrics shall invoice the Client for the Services in full promptly upon the Contract being formed (and upon each anniversary thereof in the case of multi-year Contracts, unless otherwise agreed in an Order Form).

3.4 Unless Client has paid via card at checkout, the Client shall pay all invoices (i) in full without deduction or set off, in cleared funds within 30 days of the date of each invoice; (ii) in the currency as specified in each invoice; and (iii) to the bank account nominated by NatureMetrics and (iv) shall be solely responsible for any bank charges applicable to the transaction.

3.5 Time of payment is of the essence. Where sums due under these Terms are not paid in full by the due date, NatureMetrics may, without limiting its other rights, charge interest on any amounts not paid when due up to the maximum amount permitted by applicable law.

3.6 The Client agrees to provide current, complete and accurate purchase and account information for all purchases made on the NatureMetrics online store. The Client agrees to update its account and other information, including email address and credit card numbers and expiration dates, so that NatureMetrics can complete transactions and contact the Client as needed.

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4. Intellectual property rights and Indemnity

4.1 Nothing in these Terms or any Contract transfers the Clients’ existing or independently developed Intellectual Property Rights to NatureMetrics. NatureMetrics is the owner or the licensee of all Intellectual Property Rights in the NatureMetrics website, Platform, Portal, and online stores (including products and services) and the Services (including the output thereof), and any feedback or suggestions provided by Client in relation to the Services; no proprietary rights are transferred to the Client. All such rights are reserved. Subject to payment of amounts due and payable, NatureMetrics grants the Client the perpetual, non-transferrable, non-sublicensable right to use all Client specific data generated as a result of the Services for business information purposes in accordance with the Contract. For the avoidance of doubt, the foregoing licence does not include the right for Client to sell or commercially exploit the NatureMetrics Intellectual Property Rights or facilitate any third party in doing so unless expressly agreed in writing by NatureMetrics. Any non-compliance by Client with the terms of the licence granted in this clause, shall entitle NatureMetrics to revoke any licence upon written notice. In the event the Client wishes to make the reports generated through the Services public in the format delivered by NatureMetrics, it shall include the notice “© NatureMetrics [year]” and shall ensure that where partly published, the published element reflects the applicable report as a whole.

4.2 NatureMetrics may collect information relating to the Services and Client’s use thereof for analytics, for other reasonable internal uses such as quality control, to build  composite metrics and provide benchmarking, and in order to improve NatureMetrics’ products and its service offering, provided that such data, once aggregated, does not identify Client and NatureMetrics complies with its confidentiality obligations under clause 5. Any Intellectual Property Rights in data, analysis and improvements derived from NatureMetrics' use of such information shall be owned by NatureMetrics.

4.3 The Client agrees that in respect of services provided by NatureMetrics to the Client prior to the date of any Contract that are similar to the Services, the usage rights of NatureMetrics set out in clause 4.2 shall apply to data collected by NatureMetrics in relation to those prior services.

4.4 The Client warrants that it owns or has the right to use and to submit all data and/or information it provides to NatureMetrics in order to perform the Services in accordance with these Terms and that NatureMetrics’ use of such data and/or information in accordance with these Terms shall not breach the rights (including Intellectual Property Rights) of any third party. The Client undertakes to defend NatureMetrics from and against any claim or action that the possession or use of any data and/or information provided by the Client to NatureMetrics in order to perform the Services infringes the rights of a third party (“Claim”) and shall fully indemnify and hold harmless NatureMetrics from and against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against NatureMetrics as a result of, or in connection with, any such Claim.

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5. Confidentiality

5.1 Each party undertakes that it shall keep any information that is confidential in nature concerning the other party including, any details of its business, affairs, customers, clients, suppliers, plans or strategy (“Confidential Information”) confidential and that it shall not use or disclose the other party's Confidential Information to any person, except as permitted by clause 5.2 and without prejudice to clause 4.2.  

5.2 A party may:

(a) subject to clause 5.4, disclose any Confidential Information to any of its employees, officers, representatives, advisers and/or subcontractors (“Representatives”) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under the Contract, provided that such party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 5 as if it were a party;

(b) disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

(c) subject to clause 5.4 and 4.2, use Confidential Information only to perform any obligations under the Contract.

5.3 This clause 5 shall remain in force for a period of 5 years after termination of the Contract.

5.4 To the extent any Confidential Information is personal data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with the provisions of clause 10.14.

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6. Warranties and Exclusions

6.1 The Client warrants that it has the necessary authority to conclude the Contract on behalf of the entity it represents and to bind the Client to the Contract.

6.2 NatureMetrics warrants that, at the time of performance:

(a) it has the right, power and authority to enter into the Contract and grant to the Client the rights (if any) contemplated in these Terms and to perform the Services;

(b) the Services shall conform in all material respects to their description in the Contract and shall be free from material defects;

(c) the Services shall be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13;

(d) in respect of Services, NatureMetrics shall use its reasonable endeavours to meet any dates set out in a Contract, but such dates are indicative only.

6.3 The Client understands and agrees that except as otherwise provided in these Terms, the Services are provided "as is" and NatureMetrics (and its affiliates) expressly disclaim all warranties of any kind, express or implied. As the Client's sole and exclusive remedy, NatureMetrics shall, at its option, remedy, reperform or refund the applicable Services that do not comply with clause 6.2, provided that:

(a) the Client serves a written notice on NatureMetrics not later than 10 business days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and

(b) such notice specifies that some or all of the services do not comply with the applicable sections of clause 6.2 and identifies in sufficient detail the nature and extent of the defects; and

(c) the Client gives NatureMetrics a reasonable opportunity to examine the claim of the defective services.

6.4 The provisions of these Terms shall apply to any Services that are remedied or reperformed with effect from performance of the remedied or re performed Services.

6.5 The Client acknowledges that the Services (including any results from Sampling Services) do not purport to identify with complete certainty whether a species is present or absent at a particular location at a particular point in time. Rather, the nature of the technology underpinning the Services is such that any Species List (or equivalent) provided to the Client can only indicate, by reference to expressed probabilities, the likelihood of a species being present or absent, by reference to the techniques routinely used in the market at that time.

6.6 Except as set out in this clause 6, NatureMetrics shall not be liable for any damages resulting from use of the Services. The Client is responsible for ensuring that the Services are appropriate for the Client’s business needs, and NatureMetrics makes no warranty as to any fitness for purpose of any Service.  Interpretation of the output of Services and any consequential decision making are the sole responsibility of Client, and NatureMetrics does not accept any responsibility or liability in respect of actions taken by the Client in reliance on the content of the Services, unless otherwise explicitly agreed in writing between the parties.

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7. Limitation of liability

7.1 The extent of the parties' liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 7.

7.2 Subject to clauses 7.3 and 7.4, NatureMetrics' total liability shall not exceed the sum of the Price payable by the Client pursuant to the Contract to which liability relates, within the 12 months preceding the date on which the claim arose.

7.3 Subject to clause 7.4, NatureMetrics shall not be liable for the following types of loss: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of data, software or systems; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss.

7.4 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other losses which cannot be excluded or limited by applicable law.

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8. Termination

8.1 Either party may terminate the Contract at any time by giving notice in writing to the other party if:

(a) the other party commits a material breach of Contract and such breach is not remediable; or

(b) the other party commits a material breach of the Contract (including non-payment of sums due and payable) which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach.

8.2 At any time either party may terminate the Contract with immediate effect by giving notice in writing to the other party if that other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part Al of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 8.2. The right to terminate in this clause 8.2 shall not apply to any relevant procedure entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.

8.3 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

8.4 Any provision of these Conditions which expressly or by implication is intended to survive termination of the Contract shall do so, howsoever caused.

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9. Compliance with laws and policies.

In performing their respective obligations under the Contract, each party shall comply with: (a) all applicable laws, statutes, and regulations from time to time in force; and (b) NatureMetrics' antibribery, anti-child labour, and antislavery policies in place from time to time.

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10. General provisions

10.1 Force Majeure. Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 9 calendar months, either party may terminate the Contract by giving 30 days' prior written notice to the other party.

10.2 Notices. Notices under the Contract shall be in writing and sent to (a) in the case of NatureMetrics, the email or postal address set out at naturemetrics.com/contact-us and (b) in the case of the Client, either by email to the email address as set out in the Contract, or by post to the Client's address as set out in the Contract. Notices may be given, and shall be deemed received: (i) by first class post: 2 business days after posting; (ii) by hand: on delivery; and (iii) by e mail: 24 hours from delivery if sent to the correct email address and no notice of delivery failure is received, or on receipt of confirmation of receipt from the recipient. This clause 10.2 does not apply to notices given in legal proceedings or arbitration.

10.3 Further Assurance. Each party shall at the request of the other party, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to the Contract.

10.4 Entire Agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

10.5 Subcontracting and Assignment. The Client may not assign, subcontract or encumber any of its rights or obligations under the Contract, in whole or in part, without the prior written consent of NatureMetrics. NatureMetrics may assign, subcontract or encumber any of its rights or obligations under the Contract, in whole or in part, without the prior written consent of the Client.

10.6 Independent Parties. The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it.

10.7 Invalidity. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

10.8 Waiver. A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

10.9 Conflict. In the event of any conflict between these Terms and the Contract, the Contract shall prevail.

10.10 Third Party Rights. Unless it expressly states otherwise, a person who is not a party to this Contract shall not have any rights under or in connection with it, save that any entity in NatureMetrics' group may enforce this Contract as if they were NatureMetrics and a party to this Contract.

10.11 Governing Law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by the laws of:

(a) England, if the Client contracts with Nature Metrics Ltd, and to the fullest extent permitted by law, the English courts shall have the exclusive jurisdiction over any dispute or claim relating to this Contract; or

(b) the Province of Ontario and the federal laws of Canada applicable therein, if the Client contracts with Nature Metrics North America Ltd, and to the fullest extent permitted by law, the courts of the Province of Ontario shall have the exclusive jurisdiction over any dispute or claim relating to this Contract.

10.12 Export Restrictions. The Client shall comply with all applicable laws, rules, and regulations governing export that apply to the Services, and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services to, or access or use the Services in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, the United States, the European Union or any of its member states, without first obtaining such licence or other approval. Client shall be solely responsible for ensuring its access, importation and use of the Services complies with all export and other laws

10.13 Changes to these Terms. NatureMetrics may update these Terms from time to time provided it notifies the Client to the email address provided in the Order Confirmation. Within 14 days of notice, changes will be binding on the Client (unless the Client reasonably believes that any changes are of material negative impact, in which case it may by notice (prior to such changes taking effect) elect to terminate this Contract and must notify NatureMetrics of the negative impact which has caused the Client to exercise this right). If the Client continues to use the Services after such 14-day period, the Client will be deemed to have accepted the changes.  The parties may only agree changes to the Order Form by mutual written agreement.

10.14 Data Protection. It is not intended that NatureMetrics will process personal data under any Contract as a processor, nonetheless NatureMetrics agrees that it shall comply with applicable data protection and privacy legislation in force from time to time. NatureMetrics shall collect and process any personal data of its Client’s as a controller in accordance with the Privacy Notice, as may be amended from time to time. In the incidental and unlikely event that personal data is captured within a Sample, NatureMetrics as processor hereby undertakes that it shall process such data in accordance with Client’s written instructions, shall comply with the provisions of article 28 to 36 of the EU General Data Protection Regulation as transposed into English law under the Data Protection Act 2018 (UK GDPR) and give effect to all data subject rights as required by UK GDPR.

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Schedule 1 ‑ Definitions

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'Contract' means the  agreement between NatureMetrics and the Client for the supply and purchase of  Services incorporating these Terms formed (i) in respect of orders via the  online shops, when NatureMetrics sends Client the Order Confirmation or (ii) upon  signature of an Order Form;

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‘Order Form’ an order form  referencing these Terms, setting out the Client’s details, the Services,  Price and other terms, which has been signed by both parties;

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'Client' means the party  which has agreed to purchase the Services from NatureMetrics and whose name  and details are set out in the Contract;

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‘Subscription’ a right to use  the products made available from time to time via the NatureMetrics  Intelligence Platform, in accordance with these Terms, as granted under a  Contract;

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'Force Majeure' means an event or  sequence of events beyond a party's reasonable control preventing or delaying  it from performing its obligations under the Contract, but excluding the Client's  inability to pay or circumstances resulting in the Client's inability to pay;

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'Kit' means a sampling kit (including instructions) to be provided by NatureMetrics as part of the Sampling Services, which the Client can use  to collect Samples. Kits do not include any sampling kit which is not provided by NatureMetrics but to be supplied by Client or a third party under  an Order Form;

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‘Intellectual Property Rights’ means intellectual property rights including without  limitation rights in patents, trademarks, service marks, trade names, other  trade-identifying symbols and inventions, copyrights, design rights, database  rights, rights in know-how, trade secrets and any other intellectual property  rights arising anywhere in the world, whether registered or unregistered, and  including applications for the grant of any such rights;

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‘Portal’ the URL which relates to the online access to the  store to purchase Great Crested Newt Services from NatureMetrics and  accessing reports;

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'Platform' NatureMetrics'  cloud-hosted software as a service platform, known as the 'NatureMetrics Intelligence  Platform';

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'Order Confirmation' means the email issued by NatureMetrics to the Client as final  confirmation of the Services, the Price, timelines for delivery, and other  matters specific to the Client's order via the online shops or Portal (NB  this is not relevant to Order Forms);

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'Sample' means the collection of organisms or a sample of organic/environmental  material or audio or bio-acoustics recordings or other material agreed under an Order Form supplied by the Client on which NatureMetrics shall perform the  analyses relevant to the Sampling Services;

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'Sampling Services' means, in general: (a) the delivery of Kits to the Client unless otherwise  agreed under an Order Form; (b) on receipt of  Samples back from the Client, the analysis of those Samples by NatureMetrics  for the presence or absence of certain species within those Samples;

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‘Species List’ means a list of  species detected in each Sample, or which is identified or provided as part  of the Subscription Services;

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‘Technical Support Services’ any technical support services  agreed by the parties under a Contract.

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Terms applicable to Sampling Services – Part B

Definitions and Interpretation

The Definitions in Part A of the Terms apply also to this Part B together with the following:

References in this Part B to a clause are references to that clause number within Part B unless stated otherwise.

1. Term

1.1 Under these Terms, Clients may purchase one off Sampling Services or to multi-year Sampling Services as more specifically set out in a Contract (“Multi-Year Sampling”).

1.2 NatureMetrics shall use its reasonable endeavours to perform the Sampling Services under a Contract as soon as possible but, in any event, within a reasonable period of time from receiving the Samples back. The Client acknowledges that NatureMetrics shall not be obliged to perform Sampling Services where it does not receive the returned Samples from the Client within 12 months following a) the date of the Contract, or b) the delivery of applicable Kits by NatureMetrics to the Client for the applicable year, in the case of multi-year Contracts (“Samples Period”). This clause is without prejudice to clause 4.2 of Part B.

1.3 A Contract for Sampling Services commences upon the date the Contract comes into effect and terminates automatically upon provision of the results for one off Sampling Services or the last of the results under a Multi-Year Sampling (save that termination under this Clause shall not cause termination of any other Service under a Contract).

1.4 Time of delivery is not of the essence. NatureMetrics shall use its reasonable endeavours to meet delivery dates in a Contract but such dates are indicative only.

2. Price

2.1 The Price is inclusive of (a) the cost of delivery of the Kits from NatureMetrics to the Client at the address stated in the Contract, and (b) the costs of delivery of the Samples from the Client address set out in the Contract to NatureMetrics within the Samples Period, however any costs associated with duties, taxes, complying with applicable customs laws, or obtaining the necessary licences, authorisations and/or permissions are solely Client’s responsibility.

3. Client's obligations

3.1 Unless otherwise agreed expressly under an Order Form, the Client shall collect Samples only using the Kits and only in accordance with the instructions provided by NatureMetrics.

3.2 The Client is solely responsible for:

(a) ensuring that all necessary safety procedures are in place when collecting Samples using the Kits;

(b) ensuring that individual Samples are of sufficient quality and volume to allow NatureMetrics to perform the relevant analyses;

(c) ensuring that the Samples are sufficiently representative of the wider sampling area, and (if relevant) for all other aspects of experimental and/or sampling design;

(d) storing and packing the Samples in accordance with instructions provided by NatureMetrics, in order to ensure the Samples received by NatureMetrics are of sufficient condition to allow NatureMetrics to perform the relevant analyses;

(e) ensuring that it has in place any required permits, notices and approvals to collect and remove the Samples in compliance with applicable local law where the Samples are collected (and providing copies of such upon request by NatureMetrics); and

(f) providing to NatureMetrics such further information about the Samples as is reasonably required by NatureMetrics in order to provide the Sampling Services, as requested by NatureMetrics from time to time.

3.3 The Client may not submit for analysis without the prior written consent of NatureMetrics any Samples which are known or suspected of containing toxic or hazardous materials, or biological pollutants to the point where they may be considered harmful to health or to the environment. As a condition of providing its consent, NatureMetrics may require the Client to accurately quantify (at its own cost, using a third party provider as necessary) the nature and concentration of the suspected contaminants, and provide this information to NatureMetrics.

4. Delivery of Kits to the Client

4.1 The Kits shall be delivered to Client's address specified in the Contract. The Kits shall be deemed delivered on their arrival at such location. NatureMetrics shall not be liable for any delay in or failure of delivery caused by (a) the Client's failure to make the specified delivery location available; (b) the Client's failure to provide NatureMetrics with adequate instructions for delivery; or (c) Force Majeure. Where (a) or (b) applies, NatureMetrics may invoice the Client for associated storage and delivery costs incurred as a result.

4.2 Risk in the Kits shall pass to the Client on delivery and Client is responsible for any loss or damage to such Kits once risk has passed.  Title to the Kits shall pass to the Client once NatureMetrics has received payment in full and cleared funds for the Kits. If the Kits are bioacoustics kits, then title in such Kits shall not pass to the Client but remain with NatureMetrics. Client must send bioacoustics Kits back in accordance with NatureMetrics’ instructions.

5. Delivery and storage of Samples

5.1 Unless otherwise agreed between the parties, NatureMetrics shall arrange for the transport of the Samples to NatureMetrics' laboratory. Notwithstanding the previous sentence, the Client is responsible for ensuring the transportation of Samples complies with applicable local laws (including but not limited to export laws). The Client shall follow any reasonable instructions issued by NatureMetrics and/or a courier in respect of the transportation, packaging and shipping of Samples. The performance of the Sampling Services is subject to the Client’s accurate and timely completion and return of the NatureMetrics sample manifest form.

5.2 Ownership and risk in the Samples shall pass to NatureMetrics on delivery. Following which, in the event that a Sample is lost or damaged while the responsibility of NatureMetrics, NatureMetrics' liability shall be limited to providing the Client with a refund for any Sampling Services the adequate provision of which depended on the lost or damaged Sample.

5.3 Subject to clause 5.4 and unless otherwise agreed or stated elsewhere in these Terms, NatureMetrics shall store the Samples for a period of 1 year from receipt. During this period the Client can request further analysis to be performed for an additional fee and at NatureMetrics' sole discretion. Following the expiration of this period, NatureMetrics shall be free to retain or dispose of the Samples at its own discretion.

5.4 Soil Samples. In relation to Samples comprising soil: once NatureMetrics has extracted from the Samples the DNA required to perform the Services, NatureMetrics shall retain such soil Samples for a minimum period of 10 business days following the provision of the results of the Sampling Services to the Client in accordance with clause 5.5. If the Client wishes the soil Samples to be preserved for longer than this period, it must advise NatureMetrics as such before this period expires and make arrangements with NatureMetrics to take back possession of the soil Samples. Following the expiration of this period, NatureMetrics shall be free to retain or dispose of the soil Samples at its own discretion.

5.5 Results of Sampling Services shall be delivered to the Client either via the Platform, within a self-contained document, or via the Portal or app (at NatureMetrics sole discretion, as set out in the Contract) or email. Where access is provided via the Platform, the Terms at Part C shall apply in addition. Where results are delivered via the Platform under a free trial or via the Portal, the results shall be available for download for 3 months from the date they are uploaded. The Client is responsible for making backup copies of the results, both during this 3-month period and thereafter. The Client acknowledges, regarding the Portal, that: (a) NatureMetrics may update the Portal in relation to maintenance and upgrades; (b) the Portal may be subject to delays and/or errors resulting from use of the internet, and such risks are inherent in cloud services and are not NatureMetrics' responsibility, and (c) the Portal may contain links to or use third-party resources, which may be subject to different terms, and NatureMetrics is not liable for the availability or accuracy of such third-party resources.

5.6 Results may contain information on the presence or absence in certain locations of 'at-risk' species. Both NatureMetrics and the Client acknowledge the potential negative impact on those species that publishing this information (whether in whole or in part) may have (with regards to, for example, poaching risk), and so will act responsibly when deciding if and by what means to transmit this information outside of their respective businesses. The Client acknowledges that if it publishes the results, it shall use all reasonable endeavours to do so in a manner that limits the possibility of any information being used out of context.

6. NatureMetrics Warranties and Disclaimers

6.1 NatureMetrics warrants that the ‘Great crested newt (for UK licencing)’ eDNA test complies with the guidance provided by the applicable regulator and is 'fit for purpose' as designated by the regulator at the time of performance. Except as set out in the previous sentence, NatureMetrics makes no representation or warranty, either expressed or implied, that any of the Sampling Services based on any testing not prescribed by a regulator will be fit for any particular purpose.

6.2 The Client acknowledges that NatureMetrics may report to relevant authorities the presence or absence of certain species as a result of NatureMetrics' legal and regulatory obligations, without liability to the Client.

6.3 The Client acknowledges that the quality of results is dependent on the Client’s compliance with the protocol included with the Kits and how it conducts the Sampling Services and that such matters are not within NatureMetrics control.

6.4 If a bioacoustic Kit has stopped functioning as expected during the survey period, Client shall send the Kit back in accordance with NatureMetrics’ instructions for root cause analysis. Where the Kit has not functioned due to a defect in the Kit, then the process at 6.3 of Part A of these Terms shall apply as Client’s sole and exclusive remedy. If the Kit has not functioned due to vandalism, theft or human tampering, damage by livestock or other animals, damage from extreme weather, damage from vehicles or machinery then Client shall be fully liable for the cost of any replacement Kit and shall pay any resulting invoice in accordance with this Agreement.

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Terms applicable to Platform Subscriptions – Part C

Definitions and Interpretation

The Definitions in Part A of the Terms apply also to this Part C.

References in this Part C to a clause are references to that clause number within Part C unless stated otherwise

1. Access to Subscriptions

1.1 During the Term as defined in the Contract, NatureMetrics grants to the Client a non-exclusive, non-transferable, revocable, non-cancellable right to use the Subscriptions defined in the Contract subject to Client’s compliance with the NatureMetrics Acceptable Use Policy.

1.2 The Client acknowledges that: (a) NatureMetrics may update the Platform in relation to maintenance and upgrades; (b) the Platform may be subject to delays and/or errors resulting from use of the internet, and such risks are inherent in cloud services and are not NatureMetrics' responsibility, and (c) the Platform may contain links to or use third-party resources (including any third party reports or samples uploaded by Client), which may be subject to different terms, and NatureMetrics is not liable for the availability or accuracy of such third-party resources.

1.3 The Client undertakes that (i) the maximum number of “Authorised Users” (being those employees, agents and independent contractors of the Client who are authorised by Client to access and use the Platform) that it grants access to and use of the Platform shall not exceed the number of Authorised Users set out under the Contract; and (ii) each Authorised User shall keep a secure password for its use of the Platform, that such password shall be changed frequently and that each Authorised User password shall be kept confidential.  

1.4 The Client shall not and shall procure that its Authorised Users shall not:

(a) make alterations to, or modifications of, the whole or any part of the Platform, or permit the Platform or any part of it to be combined with, or become incorporated in, any other programs;

(b) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or attempt to do any such thing;

(c) provide, commercially exploit or otherwise make available the Platform, in any form to any person;

(d) access all or any part of the Platform in order to build a product or service which competes with the Platform;

(e) use the Platform to provide services to third parties without NatureMetrics written consent (which may be conditioned upon the payment of further fees for such additional Authorised Users and/or Subscriptions, at NatureMetrics sole discretion); or

(f) access or use the Platform for any illegal activities.

1.5 NatureMetrics reserves the right to suspend or terminate the Client’s or individual Authorised Users’ access to the Platform with immediate effect, where NatureMetrics reasonably believes the Client to be in breach of these terms, and without any liability to the Client.  

2. Term.

2.1 Subject to earlier termination in accordance with clause 8 of Part A of these Terms, the Contract shall last for the Subscription Initial Period as defined in the Contract. Thereafter, unless the Subscription is a free trial (in which case it shall terminate on expiry of the Subscription Initial Period automatically without the need for notice), the Subscription will automatically renew for a further one year period (each a  “Subscription Renewal Period”), at the end of the Subscription Initial Period or relevant Subscription Renewal Period, unless either party gives the other written notice of non-renewal at least 30 days prior to the end of the Subscription Initial Period or relevant Subscription Renewal Period. The Client’s access and use of the Subscriptions will terminate on termination of the Contract. The Subscription Initial Period and Subscription Renewal Period together constitute the “Term” of a Subscription.

3. Fees, payment and autorenewal

3.1 NatureMetrics may increase the Price for any Subscription (including any other applicable charges) from time to time upon 60 days’ written notification to the Client, the change in Price taking effect on the commencement of the following applicable Subscription  Renewal Term.

4. Warranty and exclusions

4.1 Subject to clause 4.3 below, NatureMetrics warrants that (i) the Subscription shall comply with the description set out in the Contract, (ii) the functionality of the Platform shall not materially decrease during the Term, and (iii) NatureMetrics shall use good industry practice to ensure no virus is introduced into the Platform. Notwithstanding the previous sentence, the Client acknowledges that NatureMetrics may modify the features of the Platform without prior notice (provided that doing so does not materially adversely affect use by the Client).

4.2 The Client acknowledges that calculation methods are constantly evolving depending on academic studies published and that metrics used within the Platform may change from time to time on this basis. NatureMetrics will use reasonable endeavours to explain such changes where they are material.

4.3 Where the Subscription constitutes a free trial, the Client acknowledges that such Subscriptions are provided as-is without any warranty of any kind, and NatureMetrics hereby disclaims all warranties, whether express, implied or statutory and all liability for the Subscription or Platform to the maximum extent permitted by applicable law.

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These Terms were published on 23 October 2025.

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