Service Terms & Conditions
Last updated and effective date: 01 Feb 2021
LIMITATIONS OF DETECTION SERVICE
OUR REPORTING OBLIGATIONS AND YOUR PRIVACY
YOUR AND THE SUBJECT’S RESPONSIBILITIES
If the Subject’s test provides a positive detection:
Unclear, void, borderline or inconclusive test result:
SUBSCRIPTION, RENEWAL AND CANCELLATION
Subscription Charges and Payments
Our Right to Terminate the Subscription
Exceptions to the Right of Cancellation
Effects of Customer Cancellation
OUR RIGHT TO REFUSE TO PROCESS A TEST
COMMUNICATIONS AND ACCESS CONTROLS
CONTACT INFORMATION FOR COMPLAINTS
These Terms and Conditions form a legally binding agreement between you, as a Customer and user of the Service, and the Company.
“Company”, “we”, “us” or “our” - eProfiler Solutions Ltd,(Company Number 12637086) a company incorporated under the laws of England and Wales and having its address at The Alexander Partnership, Barclays Bank Chambers, 18 High Street, Tenby, Pembrokeshire, Wales, SA70 7HD.
“Company IP” - includes (without limitation) inventions, know-how, copyright materials, patents, processes, software, images, designs, trade mark, trading names or the set-up of our devices, sensors, applications and services.
“Customer”, “you” - the individual, business or entity subscribing to and using the Service.
“Devices”, “Sensors” - The physical elements of the Company’s Service that are purchased or leased by the Customer to perform eProfiling on samples taken from Subjects.
“eProfiling” - the process (using the Device and a Sensor in conjunction with eProfiler’s mobile applications and cloud software applications) of detecting the presence of nucleic acid sequences and protein structures.
“eProfile” - the electronic fingerprint that identifies a specific nucleic acid sequence or protein structure (eg DNA, RNA or protein molecules or eukaryotic or prokaryotic cells). Distinct eProfiles might be held in an eProfiler Cloud Services library, for example, for each distinct and identified strain of the SARS-CoV-2 virus.
“Service” or “Goods”- Goods and Services available for purchase from the Company, including but not limited to the services (provided on subscription), mobile applications, cloud services applications and physical molecular biology related diagnostic devices (purchased or leased) & sensors (purchased).
“Service-Generated Data” - results of eProfiling tests and information (in anonymised form) relating to the Subject including all eProfiling testing data and results obtained from samples you collect from Subjects in the course of providing the Service.
“Subject”- the person (ie individual, employee, customer), place (eg water source, bio-manufacturing plant) or thing (eg animal, laboratory culture, research batch) from which a sample (for example: of water, food, blood, urine, saliva, sputum, faeces, or other bodily fluids) is taken for eProfiling.
The Service consists of detecting or not detecting one or more eProfiles in a sample provided by a Subject. Known eProfiles are detected by analysis of a sample to determine the presence of RNA, DNA, proteins or eukaryotic or prokaryotic cells that match known eProfiles held by the Company in its eProfile library.
The detection method uses a patented technology and approach to identify the unique electronic fingerprints (ie eProfiles), associated with the nucleic acid sequences and protein structures in a given sample. Whilst the technology is substantially more reliable and accurate compared to PCR and lateral flow tests, the result is not yet validated as 100% accurate and in a small number of cases the result could be incorrect. There is no guarantee that the eProfiles detected for a Subject who has been tested is a correct result or that all companies, countries and airlines will accept the result notification that is provided.
A positive detection may be incorrect due to,for example, contamination of a sample. For this reason it is important to follow eProfiler’s Service Standard Operating Procedures which includes how to use the Mobile APP, how to work with a Device and why a Sensor must only be used once.
Negative detection can be incorrect as this only indicates that a given nucleic acid sequence or protein structure was not detected in the sample. This does not mean that the Subject does not have a particular biological material anywhere in his, her or its body. The result only indicates that the particular DNA, RNA or protein molecules or eukaryotic or prokaryotic cells were not found in the sample taken.
An unclear, void, or inconclusive result is by its nature inconclusive. It is also important to bear in mind that a Subject could contract a disease shortly after providing a sample (and after correctly obtaining a negative result).
Where the Subject is a person and before the eProfiling test is carried out, you are responsible for providing each Subject with an Information and Consent Form. Guidelines on the content of the Information and Consent Form, which must be completed and signed by any Subject who is a person, is incorporated by reference hereto and forms part of these Terms and Conditions.
If the Subject is a child he/she may require the consent of their parent or legal guardian before providing a sample for eProfiling. The parent or legal guardian will have to sign the information and consent form in relation to the child providing a sample. Where the Subject is a person, it is a strict condition for the use of the Service that each Subject (or their parent or legal guardian) must provide express consent for the sample collection and eProfiling. We may refuse to carry out the eProfiling or to provide you with the result and we may irretrievably delete all records of the eProfiling results associated with the Subject if we are notified or have reason to believe that the sample was obtained without the Subject’s consent. If this occurs, the Subject may need to re-perform the test in order to use the Service.
Local laws applying to the location of your Subject may require you to report the detection of particular DNA, RNA or protein molecules or eukaryotic or prokaryotic cells - microorganisms such as COVID-19, dengue, zika, influenza, etc. This may apply to positive, negative, indeterminate and void detection. You understand that complying with these local laws is your responsibility and not ours.
We do/will not hold, and you do/will not provide us with, any personally identifiable information relating to any specific sample. We hold the eProfiling test data, analysis and results relating to an eProfiling event against a unique and anonymous test identifier. You also have this unique test identifier and use it to retrieve results from us. Where the subject is a person, you will also provide this unique test identifier to the Subject who can also use it to retrieve results directly from us. Where you have the Subject’s permission to retrieve results from us, you might also provide these results directly to the Subject as part of your service.
The Subject may use eProfiler’s Health Passport APP to capture unique test identifiers, relating to each specific sample taken from the Subject. This Health Passport APP makes it easy for the Subject to retrieve results from us and to control who and how they share results on which eProfiles were detected or not. Selective sharing of results, e.g. for detection of COVID-19, might be required in order to board a flight or to enter a building. The Company has no visibility of results data held (relating to any eProfiling event) on a Subject’s Health Passport APP nor any ability to link a test result to a specific individual. The Company does know who has registered a Health Passport APP and can communicate generically to these registered users.
You are entitled to access and retain results data that your Subjects agree to provide to you. Where the Subject is a person, this requires consent from the individual or, where relevant, a guardian or parent. Where a person is not the Subject, then consent may be required from an owner or authorised body. You are required to understand these consent requirements and for obtaining and evidencing these required consents for any and all tests that you undertake.
Your use of the Service carries explicit consent for the Company to:
The permissions for the processing and use of your and your Subject’s data are set out in greater detail in the Our Intellectual Property section below.
It is your responsibility to ensure that all information, on anonymised eProfiling tests and including personal details of you and your organisation, provided to us in connection with the Service are true, accurate and up-to-date. You must not provide any false or misleading information and it is your duty to correct any information which you believe to be inaccurate.
Detection of infectious diseases, like COVID-19, is only one aspect of healthcare and public health.
If you or the Subject have symptoms that could suggest that you contracted an infectious disease, like COVID-19, regardless of the eProfiling result medical advice should be sought and the Subject must follow local government and local health service guidelines including in regard to self-isolation.
A positive detection of an infectious disease means the Subject had the detected disease when the eProfiling test was done and must adhere to local public health guidelines
If the Subject had a test because he or she had symptoms, the Subject should keep self-isolating for at least the period required by local regulations from when the symptoms started.
If the Subject had a positive test but has not had symptoms, he or she should self-isolate for the required period from when the eProfiling test was conducted.
Anyone living with the Subject, and anyone in his/her support bubble, must self-isolate for the period required by local regulations from when the Subject starts self-isolating.
An unclear, void, borderline or inconclusive detection result means it is not possible to say if the disease is detectable in the Subject’s sample. The subject should get another eProfiling or alternative test as soon as possible if this happens.
If the Subject took the test because he/she had symptoms, they must keep self-isolating and have another test. If the Subject is not able to have another test in time, he/she must self-isolate for the period required by local regulations from when the symptoms started.
Anyone living with the Subject, and anyone in his/her support bubble, must self-isolate for the period required by local regulations. If the Subject had a test but has not had any symptoms, they do not need to self-isolate while waiting to get another eProfiling or alternative test. People the Subject lives with, and anyone in the Subject’s support bubble may not need to self-isolate - this all depends on local health regulations.
In the majority of cases you are taking the Service from us for the benefit of a Subject (ie a person, place or thing) which may include a parent or legal guardian taking the Service from you for a child or for a person under their guardianship. In this situation: (a) you acknowledge that the eProfiling test will only be performed on condition that the Subject signs the information and consent form; (b) you understand that the test results will be provided to the Subject, not to you, unless the Subject provides explicit permission for the results to be provided to you in which case we will rely on your undertaking that you have the Subject’s explicit permission; (c) you will be liable to us for the cost of any test you provide to the Subject.
Subject to your compliance with these Terms and Conditions, including the full payment for subscriptions, eProfiling tests, devices and disposable sensors or other purchases, you will be entitled to access the Service locally through the Mobile APP and remotely by connecting to our Cloud Services when this service is available.
The Service is anticipated to evolve and develop over time with an ever expanding set of eProfiles available covering an expanded set of organisms. New or improved devices, sensors, eProfiles, application features and other functionalities that may be introduced may be subject to special conditions or requirements and the availability of such developments may be limited to certain types of subscriptions. New or improved devices, sensors, eProfiles, application features and other functionalities may not be available as part of existing subscriptions. We reserve the right to modify the Service from time to time.
You can cancel your Account at any time. If you choose to cancel your Account, all personal data we hold about you in our computer systems in the cloud may be deleted from the Service and may no longer be available to you. However, we will keep certain data, including any identified eProfiles and your Subject’s eProfiling test data, that we have already obtained up to the date of your cancellation.
The period of an initial and/or recurring subscription and associated charges are set out in the subscription section of our website. This subscription section also sets out how a subscription is automatically or manually renewed or extended. The base subscription is defined by three things:
Relevant Charges will be charged to your debit or credit card or other method of payment provided to us and held on file.
Devices and Sensors may be purchased via one-off transactions. Sensors can also be purchased via a subscription or recurring purchase.
If payment of the Charges is refused by your bank, credit card provider or other payment services provider, or if for any other reason full payment of the Charges is not received by the due date of payment, the Company may, without prejudice to any other rights and remedies it may have, suspend the subscription and block your access to all or part of the features of the Service pending full payment of the Charges or (at the Company’s choice) it may terminate the subscription.
You will not be entitled to a refund or discount of any amount of Charges in relation to any period of suspension of the subscription due to default or delay in the payment of the Charges.
We shall be entitled to terminate the subscription by written notice to you if you are in breach of these Terms and Conditions including in any event that you provide us with false or misleading information in connection with the Service. We may also terminate or suspend the subscription if for any legal reasons we are prevented from delivering the Service. If we do so, with no fault of yours, you may be entitled to a refund of all or some of the Charges.
We are committed to running a sustainable business. To support this we ask you to send us back all used Sensors and any obsolete or redundant Devices so they can be recycled. Sensors are provided in packaging that can be used to return the used Sensors.
If you purchase items (“Goods”) for the Service online you may have the right to cancel your purchase within 14 days of the date of purchase without giving any reason.
The cancellation period will expire 14 days after delivery of any physical Goods or 14 days after your purchase of any non-physical Service.
To exercise the right to cancel, please access our website at https://eProfilerSolutions.com. Alternatively you can email us at info@eProfilerSolutions.com stating that you wish to cancel your purchase. You may use the attached suggested cancellation form, but it is not obligatory.
The right of cancellation does not apply to Device and Sensor Goods which are unsealed by you after delivery. Accordingly, you must not open the sealed packaging in which the Company Devices and Sensors are delivered if you wish to obtain a refund.
If you cancel your purchase of Goods within the 14 day cancellation period, except as provided below, we will reimburse you for all payments received. Where relevant, the refund for the purchase of Goods will include the delivery charges (except for any supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us).
You must send the Goods back to us at eProfiler Solutions Ltd [at an address to be provided on request], unless we choose to collect them from you, without undue delay and in any event not later than 14 days from the day on which you communicate your cancellation of the purchase of the Goods to us. The deadline is met if you send back the Goods before the period of 14 days has expired. You will have to bear the direct cost of returning the Goods to us.
We may make a deduction from the refund payable to you, for loss in value of the Goods supplied, if the loss is the result of unnecessary handling by you. You are only liable for any diminished value of the Goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the Goods.
Subject to the above, we will make the reimbursement without undue delay, and not later than:
We will refund the purchase price to you using the same means of payment that you used for making the payment to us, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the refund. We may withhold the refund relating to the purchase of physical Goods until we have received the Goods back or you have supplied evidence of having sent back the physical Goods, whichever is the earliest.
To: eProfiler Solutions Ltd via info@eProfilerSolutions.com | |
I/We hereby give notice that I/We* cancel my/our* contract of sale of the following Goods and/or for the supply of the following services*: | |
Customer Name: | |
Customer Address: | |
Account number: | |
Order number: | |
Ordered on: | |
Received on: | |
Customer signature: Electronic signature accepted | |
Date: | |
* Delete/complete as appropriate | |
Many Customers are expected to use the Service for the purpose of developing and providing a service to your employees, clients and to the Subjects of third parties (eg to support the safety of third party employees, clients, venues, etc). You may also choose to either discount or mark-up the cost of the Service in doing this.
The Service is provided to detect the presence of previously identified eProfiles for known DNA, RNA or protein molecules or eukaryotic or prokaryotic cells . Unless arranged and agreed in advance with us, the use of the Service for any research purposes (including in order to conduct any surveys, to collect any statistical data, or to identify new eProfiles) is strictly prohibited without first agreeing to an R&D Partner Agreement between us. Without limiting the generality of the foregoing, any of the following is strictly prohibited and may result in the immediate termination of the Service without liability or refund of the charges and may be reported to relevant authorities:
We shall be entitled to terminate the Service by written notice to you if you are in breach of these Terms and Conditions including in any event that you or the Subject provide us with false or misleading information in connection with the Service. We may also terminate or suspend the Service and may withhold test results if for any legal reasons we are prevented from delivering the Service. If we do so, with no fault of yours or the Subject, you may be entitled to a refund of all or some of the charges payable for the Service.
You may discontinue an eProfiling test process if the Subject is uncooperative, disruptive, violent, threatening and/or refuses to provide, or revokes providing, their consent for the test and any explicit permissions you require, for example, around sharing elements of the test result with you. In such circumstances, you will not be entitled to a refund for any Sensor used nor charges for analysis services provided and we are entitled to charge you even if the eProfiler test was discontinued for those reasons.
The results of the test will be provided to you subject to you having obtained permission from the Subject or the Subject’s parent or guardian or - in the case of animals, places and things - owner or otherwise authorised party. We rely on you correctly representing to us that you have this permission and you are wholly liable in the event of such permissions being represented incorrectly for whatever reason.
The result of the test will be provided to the Subject upon presentation of the unique eProfiling test identifier (given to them by you) by the Subject - this might be done electronically via the eProfiler Health Passport APP or via a QR code. It is your responsibility to ensure that the QR code given to them is correct and the Subject’s responsibility is that the QR code or Health Passport account is secure and accessible only to the Subject or with his/her authorisation.
Any password or access code or account credentials set up by the Subject for their Health Passport in connection with their test results is personal and it is the Subject’s responsibility to protect such information and to keep it secure. Passwords and account credentials must not be shared with anyone else. The security of the eProfiling test results is dependent on your/the Subject’s compliance with this requirement.
In the event any Account Credentials are lost or in the event a Customer has reason to suspect that any person has gained unauthorised access to the Customer’s Account or Account Credentials, the Customer must immediately inform us so we can revoke those Account Credentials and issue replacement ones.
To make a complaint or if you have other queries relating to the Service, please email us at: info@eProfilerSolutions.com or contact us using the contact form on our website: https://eProfilerSolutions.com.
You and your Subjects do not acquire any right or licence in relation to any of our Company IP relating to the Service and no such rights should be implied from your or any Subject’s use or purchase of the Service.
Without derogation from the foregoing, we retain the right to collate, aggregate and analyse in the course of or in connection with the provision of the Service data relating to the use of the Service by Subjects including Service-Generated Data and all such data and any analysis, research, estimates, models, illustrations, summaries, approximations and statistical information created or compiled by or for the Company based on such data and any intellectual property rights in such data is and shall remain the sole property of the Company.
We reserve the right to use, process, reproduce, communicate to the public, package, sell, license, rent or hire to any person, for any purpose whatsoever including, but not limited to, for the purpose of analysis and market research any Service-Generated Data and other Company IP and to generate, reproduce, communicate, license and distribute any aggregated data, analysis, research, statistics and other derivative content based on such data, provided that any such data will be anonymised and will not be published or disclosed to any person in a form that discloses a link to any identifiable living individual.
We warrant to you as follows:
Other than the warranties, representations and covenants expressly set out in these Terms and Conditions, the Company gives no warranty nor makes any representation in relation to the Service, the eProfiling testing Devices and Sensors, or the eProfiling test results and we expressly disclaim to the fullest extent permitted by law, and you agree to waive, any and all representations and warranties relating to the Service, the eProfiling testing Devices and Sensors, or the eProfiling test results that may be implied by these Terms and Conditions, by custom or by law or otherwise and which are not expressly set out in these Terms and Conditions, including any implied warranties of quality, merchantability, title or entitlement, fitness for a particular purpose, noninfringement of third party intellectual property, the ability to achieve a particular result or functionality, including any warranty or representation that the Service or information provided through the Service will be uninterrupted or error free, and all such implied terms or warranties are excluded.
You acknowledge and agree as set out below:
but we will allow the Subject to retake the test at no extra service charges, or alternatively will refund the service charges for the test, if due to our own fault the original eProfiling test results have been lost or corrupted or the Service was otherwise disrupted after the test was taken.
If the Customer orders the Service in the course of or in connection with a business or in any event if the Customer is a legal entity or a trader acting in the course of trade, you acknowledge and agree as set out below:
Notwithstanding anything to the contrary in these Terms and Conditions, nothing in these Terms and Conditions shall operate to exclude or restrict our liability for death or personal injury resulting from our negligence, our liability for fraud or fraudulent misrepresentation by us, or any liability that cannot be limited or excluded by law.
We will not be in breach of these Terms and Conditions nor shall we be liable to you for any failure, error or delay in delivering the Service or the test results or under any warranty where such delay, error or failure arises from or is attributable to matters beyond our reasonable control (“Force Majeure Event”) including an act of God, fire, flood, earthquake, windstorm or other natural disaster, explosion or accidental damage, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, any failure or delay on the part of a third party supplier, industrial action or strike, power cuts, electronic or communication network breakdowns, government action, regulatory requirements changes in the law or any order of a court including any circumstances relating to any epidemic or pandemic or their consequences.
The Service is provided by the Company. The Service is not sponsored or approved in any way by any channel of distribution through which they are distributed or made available to you or to Subjects (such as any distributor, cloud service provider or third party facility where the tests might be carried out).
If at any time any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction or any other jurisdiction of any other provision of these Terms and Conditions.
A person who is not a party to this Agreement shall have no rights to enforce the provisions of these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999.
No omission or delay in exercising any of our rights, powers or privileges hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative with and not exclusive of any right or remedies provided by law.
These Terms and Conditions constitute the entire agreement between you and us and supersede all other agreements, statements, representations, letters and other arrangements in relation to the subject matter hereof. You acknowledge that you have not relied on or been induced to use or purchase the Service or accept these Terms and Conditions by a representation other than those expressly set out in these Terms and Conditions. This clause does not affect our liability in respect of a fraudulent misrepresentation.
These Terms and Conditions are governed by English law and you submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute between you and us arising out of the Service including claims on non-contractual grounds. The foregoing shall not restrict any right under mandatory law (if applicable) to bring proceedings in your own jurisdiction if you purchase the Service in any country other than England.