NatureMetrics Terms and Conditions

Introduction

These Terms and Conditions apply to orders for NatureMetrics’ products and services (as defined below) placed via our UK office. Please note that orders placed via our North America office are subject to NatureMetrics North America standard Terms and Conditions which are available on request from team@naturemetrics.com

1. Definitions and interpretation

1.1 In these Conditions the definitions listed in Schedule 1 shall apply.

1.2 In these Conditions, 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.

2. Application of these Conditions

2.1 These Conditions apply to and form part of the Contract between NatureMetrics and the Customer. 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 Customer’s purchase conditions, order, confirmation of order, specification or other document (‘Purchase Order’) shall form part of the Contract.

2.3 No variation to the Contract shall be binding unless agreed in writing and executed by an authorised signatory on behalf of each of NatureMetrics and the Customer.

2.4 Each Purchase Order shall be an offer by the Customer to purchase Services subject to the Contract including these Conditions.

2.5 NatureMetrics may accept or reject a Purchase Order at its discretion. A Purchase Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of (i) NatureMetrics’ written acceptance of the Purchase Order, or (ii) NatureMetrics performing the Services.

2.6 Rejection by NatureMetrics of a Purchase Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

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

2.8 Once a Purchase Order has been accepted by NatureMetrics, the Customer may only cancel the Purchase Order if it does so in writing before NatureMetrics has dispatched the Kits to the Customer. NatureMetrics will confirm whether such cancellation attempt has been successful.

3. Price

3.1 The price for the Services shall be as set out in the Sales Order Confirmation (the ‘Price’).

3.2 Unless specified to the contrary in the Sales Order Confirmation, the Price is exclusive of the costs of delivery of the Samples from the Customer to NatureMetrics (including any costs associated with duties, taxes, complying with applicable customs laws, or obtaining the necessary licences, authorisations and/or permissions).

3.3 The Sales Order Confirmation shall set out (a) the costs of delivery of the Kits from NatureMetrics to the Customer; and (b) applicable VAT (or equivalent sales tax).

3.4 The Customer shall pay any applicable VAT to NatureMetrics on receipt of a valid VAT invoice.

4. Payment

4.1 NatureMetrics shall invoice the Customer for the Services, partially or in full, at any time following acceptance of the Purchase Order.

4.2 The Customer shall pay all invoices (i) in full without deduction or set-off, in cleared funds within sixty (60) 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.

4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date, NatureMetrics may, without limiting its other rights, charge interest on such sums at five (5) per cent a year above the base rate of the Bank of England from time to time in force, in which case interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

5. NatureMetrics’ obligations

5.1 NatureMetrics shall use its reasonable endeavours to perform the Services in accordance with any timelines or end dates for performance specified in the Sales Order Confirmation. Services which do not have specified commencement or end dates shall be performed by NatureMetrics as soon as possible but, in any event, within a reasonable period of time.

5.2 The Services shall be deemed to have been completed at such time as NatureMetrics issues the Final Report to the Customer.

5.3 Subject to clause 5.4, if NatureMetrics fails to comply with the provisions of clause 5.1 then the Customer may, at its option (a) refuse to accept any subsequent attempts to perform the Services and terminate the Contract immediately by written notice to NatureMetrics; and (b) procure services similar to the Services from an alternative supplier.

5.4 The remedies set out in clause 5.3 shall not be available to the Customer if the relevant delay in or failure of performance is caused by (a) the Customer’s failure to provide NatureMetrics with adequate instructions for performance, or (b) Force Majeure.

6. Customer’s obligations

6.1 Unless otherwise agreed, the Customer shall collect Samples only using the Kits and only in accordance with the instructions provided by NatureMetrics.

6.2 The Customer is solely responsible for:

• ensuring that all necessary safety procedures are in place when collecting Samples using the Kits;
• ensuring that individual Samples are of sufficient quality and volume to allow NatureMetrics to perform the relevant genetic analyses;
• 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;
• 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 genetic analyses;
• submitting the Metadata to NatureMetrics in accordance with NatureMetrics’ instructions; and
• providing to NatureMetrics such further information about the Samples as is reasonably required by NatureMetrics in order to provide the Services, as requested by NatureMetrics from time-to-time.

6.3 The Customer 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 Customer 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.

7. Delivery of Kits to the Customer

7.1 The Kits shall be delivered in accordance (i) to the location, and (ii) with the courier service specified in, the Sales Order Confirmation. The Kits shall be deemed delivered on their arrival at such location.

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

7.3 NatureMetrics shall not be liable for any delay in or failure of delivery caused by (a) the Customer’s failure to make the specified delivery location available; (b) the Customer’s failure to provide NatureMetrics with adequate instructions for delivery; or (c) Force Majeure.

7.4 Risk in the Kits shall pass to the Customer on delivery. Title to the Kits shall pass to the Customer once NatureMetrics has received payment in full and cleared funds for the Kits.

8. Delivery of Samples to NatureMetrics

8.1 Unless otherwise agreed between the parties, NatureMetrics shall arrange for the transport of the Samples to NatureMetrics’ laboratory, at the Customer’s cost.

8.2 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 Customer with a refund for any Services the adequate provision of which depended on the lost or damaged Sample.

9. Reliance on Final Report

9.1 The Customer acknowledges that the Services (including the Final Report) 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 Customer can only indicate, by reference to expressed probabilities, the likelihood of a species being present or absent. As such, the Species List and the Final Report are by their nature informational only and are not intended to be advisory. Interpretation of the Final Report and any consequential decision-making are the sole responsibility of the Customer, and NatureMetrics does not accept any responsibility or liability in respect of actions taken by the Customer in reliance on the content of the Final Report.

10. Intellectual property rights – general

10.1 Other than as explicitly set out in these Conditions, no Intellectual Property Rights are transferred or licensed (whether implied or otherwise) to the Customer as a result of the Contract. In particular, all processes, techniques and know-how of NatureMetrics shall remain the property of NatureMetrics.

10.2 In the event that the Services requested by the Customer require the development by NatureMetrics of new assays or processes, then (i) NatureMetrics may charge costs additional to the Price in order to cover the costs of such development, and (ii) the Customer shall have no rights in or claim to those new assays or processes.

11. Intellectual property rights in Sample Data and Final Report

11.1 The following types of data are generated by NatureMetrics in the course of providing the Services:

• raw DNA sequence data, expressed in ‘ACGT’ format, derived from sequencing the DNA extracted from the Samples submitted by the Customer (‘Sequence Data’);
• a list of species detected in each Sample, including for each species the number of DNA sequences present in each Sample (‘Species List’); and
• other technical data generated during analysis of each Sample, for example data regarding DNA concentrations, number of PCR replicates, total read numbers, etc. (‘Technical Data’).

11.2 The following types of data (together, the ‘Metadata’) are generated by the Customer in the course of receiving the Services: (a) the location/coordinates where each Sample was collected; and (b) data regarding the topographical conditions at the place each Sample was collected.

11.3 The Sequence Data, Species List, Technical Data, and Metadata shall together be referred to as the ‘Sample Data’. Which constituent elements of the Sample Data are actually compiled and/or provided to the Customer as part of the Services depends on the specific Services requested by the Customer, as set out in the Sales Order Confirmation.

11.4 Subject to clause 11.7, in consideration of the Price payable under the Contract, and conditional on receipt of the Price and all other sums due from the Customer in respect of the Services, NatureMetrics hereby assigns, by way of present, and where appropriate, future assignment, to the Customer absolutely with full title guarantee and free of any encumbrances or moral rights all the present and future Intellectual Property Rights in the Sample Data and the Final Report.

11.5 NatureMetrics hereby waives (and shall ensure all of its relevant personnel have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to the Customer pursuant to clause 11.4.

11.6 Subject to clause 11.4, the Customer grants NatureMetrics a perpetual, irrevocable, royalty free, worldwide, non-exclusive licence to utilise the Sample Data, including the specific right to do or have done any or all of the activities set out in clause 12.2.

11.7 The Customer acknowledges that in certain jurisdictions, applicable law or regulation may dictate that local governmental and/or regulatory institutions have rights in or to the Sample Data, and that such rights may, in full or in part, take precedence over or supersede the rights in the Sample Data expressed herein as belonging to the Customer and/or NatureMetrics.

12. Use of Sample Data outside provision of the Services

12.1 This clause 12 sets out the various ways in which the Sample Data may be used by NatureMetrics and third parties, outwith the scope of NatureMetrics delivering the Services to the Customer.

12.2 Pursuant to the licence granted to it in clause 11.6, NatureMetrics shall be permitted to:

(a)  anonymise the Sample Data and aggregate them with data from other of NatureMetrics’ customers;

(b)  use the Sample Data (whether aggregated with other data or not) for:

     (i)  purposes internal to NatureMetrics, including tracking and auditing of errors that occur during analysis of samples; and

      (ii)  purposes external to NatureMetrics, including taking anonymised Sample Data and:

            (1)  analysing them algorithmically to better understand, for example, ecosystem quality;

            (2)  creating geographical maps of biodiversity risk; and

            (3)  making them available to third parties and/or the wider public, either commercially or without charge and with or without restrictions               on the way such results may be used by those third parties;

      (iii)  any other purpose related to the business activities of NatureMetrics and its Affiliates at any time, including any future business activities (provided that the Sample Data are anonymised where such use will be external to NatureMetrics); and

      (iv)  making such back-up or archive copies of the Sample Data as NatureMetrics reasonably requires.

12.3 For the avoidance of doubt, in exercising its rights under clause 12.2, NatureMetrics shall not without prior written permission of the Customer publish or otherwise make available to third parties the Final Report in substantially the form provided to the Customer.

12.4 NatureMetrics will store the Sequence Data indefinitely, and at any time the Customer can request further analysis to be performed on the Sequence Data for an additional fee and at NatureMetrics’ sole discretion.

12.5 The Customer acknowledges that NatureMetrics may report to relevant authorities the presence or absence of certain species as a result of NatureMetrics’ legal and regulatory obligations.

12.6 The Sample Data and/or the Final Report may contain information on the presence or absence in certain locations of at-risk species. Both NatureMetrics and the Customer acknowledge the potential negative impact on those species that publishing this information 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.

13. Ongoing use and storage of Sample-extracted DNA

13.1 Immediately following completion of the provision of the Services pursuant to clause 5.2:

• ownership of any remaining DNA material extracted from the Samples shall automatically be transferred from the Customer to NatureMetrics; and
• NatureMetrics shall be free to use such remaining DNA material for any purpose, including further research and development, and the Customer shall have no right or interest in any data or intellectual property right resulting from such additional use by NatureMetrics.

13.2 Unless otherwise agreed, NatureMetrics shall be free to retain or dispose of the Samples at its own discretion. NatureMetrics’ full DNA storage policy is available upon request.

14. Warranty

14.1 NatureMetrics warrants that, at the time of performance:

• it has the right, power and authority to enter into the Contract and grant to the Customer the rights (if any) contemplated in these Conditions and to perform the Services;
• the Services shall conform in all material respects to their description in the Sales Order Confirmation and shall be free from material defects;
• 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; and
• any regulated tests it provides (including, for example, the great crested newt eDNA test) are conducted in accordance with the guidance provided by the applicable regulator and are ‘fit for purpose’ as designated by the regulator.

14.2 NatureMetrics makes no representation or warranty, either expressed or implied, that any of the Services based on any testing not prescribed by a regulator will be fit for any particular purpose.

14.3 Customer warrants that it has provided NatureMetrics with all relevant, full and accurate information as to the Customer’s business and needs.

14.4 As the Customer’s sole and exclusive remedy, NatureMetrics shall, at its option, remedy, reperform or refund the Services that do not comply with clause 14, provided that:

• the Customer serves a written notice on NatureMetrics not later than ten (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
• such notice specifies that some or all of the Services do not comply with clause 14.1 and identifies in sufficient detail the nature and extent of the defects; and
• the Customer gives NatureMetrics a reasonable opportunity to examine the claim of the defective Services.

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

14.6 Except as set out in this clause 14, NatureMetrics:

• (a) gives no warranties and makes no representations in relation to the Services; and
• (b) shall have no liability for their failure to comply with the warranty in clause 14.1, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

15. Limitation of liability

15.1 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 15.

15.2 Subject to clauses 15.4 and 15.5, NatureMetrics’ total liability shall not exceed the sum of the Price payable by the Customer pursuant to the Contract.

15.3 Subject to clauses 15.4 and 15.5, NatureMetrics shall not be liable for consequential, indirect or special losses.

15.4 The extent of a party’s liability in respect of any indemnities given by it under the Contract shall not exceed five (5) times the sum of the Price payable by the Customer pursuant to the Contract.

15.5 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.

16. IPR indemnity

16.1 NatureMetrics shall at all times, on written demand, indemnify, and keep indemnified, the Customer from and against all losses, damages, liability, costs (including legal fees) and expenses incurred by the Customer as a result of or in connection with an IPR Claim.

16.2  The Customer agrees that it will notify NatureMetrics in writing of any IPR Claim; and it will not, without first consulting with NatureMetrics, make any admission relating to the IPR Claim.

16.3 If an IPR Claim is made, or NatureMetrics anticipates that an IPR Claim might be made, NatureMetrics may, at its own expense and sole option, either:

• procure for the Customer the right to continue using the relevant Service which is subject to the IPR Claim; or
• replace or modify the relevant Service with non-infringing substitutes provided that:

      (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item;

      (ii) there is no additional cost to the Customer; and

      (iii) the provisions of the Contract shall apply to the replaced or modified Service.

17. Customer’s indemnity

17.1 The Customer shall at all times, on written demand, indemnify, and keep indemnified, NatureMetrics from and against all losses, damages, liability, costs (including legal fees) and expenses incurred by NatureMetrics as a result of or in connection with:

• the Customer’s breach of any of the Customer’s obligations under the Contract; and
• any claim made against NatureMetrics for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the use of the Metadata.

18. Confidentiality

18.1 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 18.2. For the avoidance of doubt:

• NatureMetrics’ obligations pursuant to this clause 18 are subject to NatureMetrics’ rights set out in clauses 11.6, 11.7, 12.2 and 12.5; and
• any geographic maps of biodiversity risk created by NatureMetrics using the Sample Data (pursuant to clause 12.2(b)(ii)(2)) shall not constitute Confidential Information of the Customer.

18.2 A party may:

• subject to clause 18.4, disclose any Confidential Information to any of its employees, officers, representatives or advisers (‘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 18 as if it were a party;
• 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
• subject to clause 18.4, use Confidential Information only to perform any obligations under the Contract.

18.3 This clause 18 shall remain in force for a period of either:

• if the Contract is not terminated in accordance with clause 20: five (5) years from the date on which NatureMetrics accepted (in accordance with clause 2.6) the Customer’s most recent Purchase Order; or
• if the Contract is terminated in accordance with clause 20: three (3) years from the effective date of termination of the Contract.

18.4 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 19.

19. Data Protection

19.1 NatureMetrics will process personal information in line with applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended (UK Data Protection Legislation).

19.2 NatureMetrics shall collect and process any Personal Data (as defined in the UK Data Protection Legislation) in accordance with the privacy notice which is available on NatureMetrics’ website, as may be amended from time to time.

20. Termination

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

• the other party commits a material breach of Contract and such breach is not remediable;
• the other party commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within fourteen (14) days of receiving written notice of such breach; or
• any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

20.2 NatureMetrics may terminate the Contract at any time by giving notice in writing to the Customer if the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within thirty (30) days after NatureMetrics has given notification that the payment is overdue.

20.3 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 A1 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 20.3. The right to terminate in this clause 20.3 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.

20.4 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.

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

21. Compliance with laws and policies

21.1 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 and anti-slavery policies as available on NatureMetrics’ website from time to time.

22. General provisions

22.1 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 nine (9) calendar months, either party may terminate the Contract by giving thirty (30) days’ prior written notice to the other party.

22.2 Notices. Notices under the Contract shall be in writing and sent to (a) in the case of NatureMetrics, either by email to team@naturemetrics.co.uk, or by post to NatureMetrics’ registered office address as set out in the definition of ‘NatureMetrics’; and (b) in the case of the Customer, either by email to the email address as set out in the Sales Order Confirmation, or by post to the Customer’s registered office address as set out in the Sales Order Confirmation. Notices may be given, and shall be deemed received: (i) by first-class post: two 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 22.2 does not apply to notices given in legal proceedings or arbitration.

22.3 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.

22.4 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.

22.5 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

22.6 The Customer 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 Customer.

22.7 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.

22.8 The Customer recognises that any breach or threatened breach of the Contract may cause NatureMetrics irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to NatureMetrics, the Customer acknowledges and agrees that NatureMetrics is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

22.9 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.

22.10 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.

22.11 Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under the Contract it will comply with all applicable law, provided that neither party shall be liable for any breach of this clause 22.11 to the extent that such breach is directly caused or contributed to by any breach of the Contract by the other party.

22.12 If there is a conflict between any of the provisions of these Conditions, the Schedules, and/or the Sales Order Confirmation, the following descending order of priority applies: (a) the terms of the Sales Order Confirmation; and (b) all other provisions of these Conditions.

22.13 Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract.

22.14 A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. Any Affiliate of NatureMetrics shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

22.15 The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

23. Schedule 1 – Definitions

‘Affiliate’ means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

‘Business Day’ means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

‘Conditions’ means NatureMetrics’ terms and conditions as set out in this document;

‘Contract’ means the agreement between NatureMetrics and the Customer for the supply and purchase of Services incorporating these Conditions and the Sales Order Confirmation and including all their respective schedules, attachments, annexures and statements of work;

‘Control’  has the meaning given in section 1124 of the Corporation Tax Act 2010 and controls, controlled and the expression change of control shall be interpreted accordingly;

‘Customer’ means the party which has agreed to purchase the Services from NatureMetrics and whose name and details are set out in the Sales Order Confirmation;

‘Final Report’ means the report provided to the Customer by NatureMetrics detailing the results of the analyses conducted as part of the Services (regardless of whether these results are provided within a self-contained document, or via an online web portal or app);

‘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 Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

‘Intellectual Property Rights’ means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in confidential information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing;

‘IPR Claim’ means any claim made against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the supply of the Services;

‘Kit’ means a sampling kit (including instructions) to be provided by NatureMetrics as part of the Services, which the Customer can use to collect Samples;

‘NatureMetrics’ means Nature Metrics Ltd, a company incorporated and registered in England with company number  09243907, whose registered address is at 1 Occam Court, Surrey;

‘Sales Order Confirmation’ means the document issued by NatureMetrics to the Customer as final confirmation of the Services, the Price, timelines for delivery, and other matters specific to the Customer’s order;

‘Sample’ means the collection of organisms or a sample of organic/environmental material supplied by the Customer on which NatureMetrics shall perform the genetic analyses relevant to the Services;

‘Services’ means, in general: (a) the delivery of Kits to the Customer; (b) on receipt of Samples back from the Customer, the analysis of those Samples by NatureMetrics for the presence or absence of certain species’ DNA within those Samples; (c) the provision of the Final Report to the Customer detailing the results of these analyses; and (d) any other services as agreed between the parties; each as further specified in the Sales Order Confirmation;