1. The offerings

1. We guarantee our clients that:

1.1 The individuals delivering the services will be appropriately skilled; and

1.2 The services will be rendered in compliance with the UKAS medical laboratory accreditation standard (ISO 15189). We'll take every precaution to guarantee the highest level of accuracy

2. The Client understands that we make no express or implied guarantees or representations to the Client regarding the Services, with the exception of what is specifically stated in this Agreement. Specifically, even while every attempt is made to meet the turnaround times stated by us for the conduct of tests, these times are only estimates, and there is no assurance or warranty that they will be met in any specific situation. Working days are used to describe turnaround times. The lab is open Monday through Sunday.

3. In order to enable us to conduct the Tests and report on them, the Client shall notify Lifenity, UK in writing (or verbally) of any clinical information pertinent to the Services and furnish us with any additional information that we may reasonably be expected to require regarding the Samples supplied by the Client and the individuals from whom they were taken. The patient's given name, last name, date of birth, and the day and time of collection must all be written on all samples and pathology request forms, according to the client's responsibility. Samples that pose a high risk need to be packaged separately from other samples and clearly labelled.

4. The Client shall inform and hold harmless and their respective directors, officers, employees, and agents with respect to all liabilities, costs, claims, loss, damage, demands, action, and expenses (including any settlements or ex-gratia payments and reasonable legal and expert costs and expenses) arising directly or indirectly from any breach of clause 1.4. Lifenity, UK will not be liable for any error or defect in a Test or the report thereon resulting from any inaccuracies in or omissions from the information supplied by the Client, nor for any consequences of such errors or defects.

5. Unless otherwise agreed, the sample related to a test may be maintained for a few days after it is completed in order to allow for repeat testing for verification purposes. After that, the sample may be destroyed or disposed of by the Lifenity, UK.

2. PRICES AND TERMS OF PAYMENT

2.1 Unless otherwise explicitly agreed, the fees that the Client must pay for the execution of the Services shall be the costs shown in Lifenity, UK’s Laboratory Guide for the relevant Tests or other Services at the time those Tests or Services are requested.

2.2 Lifenity, UK's services are VAT-free as of the date of these terms and conditions. VAT will be added to the Services at the appropriate rate if it is later found to be relevant.

2.3 Although Lifenity, UK has the right to issue invoices more often, they are typically sent to patients on the day of the test and to referrers, such as clinics, diagnostic centres, and practitioners, on a monthly basis. Unless otherwise specified, invoices to organisations (clinics, other laboratories, and healthcare providers) must be paid within 30 days of the date of issuance. Interest may be assessed on late payments at the discretion of Lifenity, UK at the statutory rate that is periodically set forth by regulations made according to the Late Payments of Commercial Debts (Interest) Act 1998. Payment for invoices received from outside the UK must be made using a cheque drawn on a UK branch or a direct bank transfer. Pounds sterling or its equivalent must be used for all payments.

3. PRIVATE MATTER

3.1 Lifenity, UK guarantees that it will keep all confidential information secure, including: test results, invoices, and other information sent by Lifenity, UK to the Client or its patients in connection with the Services; and any confidential information received by Lifenity, UK from the Client or its patients in connection with the Services. If Lifenity, UK receives information about a patient's private medical insurance in connection with the Services, it is entitled to assume (and the Client so warrants) that both the Client and the patient consent to the disclosure of information relating to that patient to the insurer concerned. Otherwise, Lifenity, UK will save with the Client's consent or as otherwise permitted under this Agreement, but will not disclose such information other than to its professional staff, independent consultants, and/or persons to whom it has delegated the performance of the Tests and who require the information for such purpose.

3.2 The limitations in clause 3.1 will not apply to information that: (i) was in Lifenity, UK 's possession before the Client disclosed it; (ii) is now or in the future becomes publicly known other than due to Lifenity, UK 's default; (iii) was lawfully received by Lifenity, UK from a third party acting lawfully and having the right to further disclosure; (iv) is required by law to be disclosed by Lifenity, UK; or (v) which is required to be disclosed to a regulatory or accreditation body for the purpose of regulating or accrediting Lifenity, UK.

4. INDEMNITY AND LIABILITY

In order to collect the samples that are being referred for testing and send them to Lifenity, UK (which may involve conducting the tests and shipping outside of the EEA), the client guarantees and represents that it will:

4.1 comply with all applicable laws, regulations, and guidelines applicable to the jurisdiction in which it is situated (including any applicable data protection laws);

4.2 obtain all consents and permissions necessary, whether from good medical practice, the law (including the Data Protection Legislation), or other sources, to enable the conduct of the Tests on the Samples and the use of the Protected Data as outlined in these Terms and Conditions (with the understanding that, in addition to the aforementioned obligation, the Client consents to use any consent forms that Lifenity, UK specifies);

4.3 certify to Lifenity, UK that it has complied with all applicable laws, including any data protection laws, in the jurisdiction in which it is located for the collection of the Samples that are being referred to for the Tests and their shipment to Lifenity, UK and, if needed, to an international testing laboratory;

4.4 In the event that this clause 4.1 is violated, Lifenity, UK and its directors, officers, employees, and agents shall be held harmless and indemnified against all liabilities, costs, claims, loss, damage, demands, actions, and expenses (including any settlements or ex-gratia payments and reasonable legal and expert costs and expenses) resulting from such a breach.

4.5 In relation to the Services, Lifenity, UK shall not be liable under any circumstances for any claim, damage, loss, or costs relating to: any direct loss of profit; any direct loss of anticipated savings; or any indirect or consequential loss or damage, howsoever caused, including without limitation, any indirect loss of profit, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, and/or loss of data, subject at all times to clause 4.4 and whether or not Lifenity, UK has been advised of the possibility of such loss.

4.6 If not otherwise limited, Lifenity, UK 's maximum liability to the Client under or in connection with this Agreement will not exceed £1,000,000, less any amounts paid by Lifenity, UK to any of the Client's patients or other third parties in satisfaction of a liability arising out of the same facts and circumstances. This liability will arise from tort (including negligence), contract (including under any indemnity), and/or breach of statutory duty

4.7 These Terms and Conditions' exclusions and limitations will only be applicable to the extent allowed by law.

5. THIRD PARTIES:

These terms and conditions are not meant to, and do not grant any person who is not a party to it, the right to enforce any of the provisions for the purposes of the Contracts (Rights of Third Parties) Act 1999, with the exception that any subcontractor of Lifenity, UK and its servants and agents are third parties to these terms and conditions within the meaning of that Act and may enforce these terms and conditions as such.

6. POWER MAJEURE:

After providing prompt notice to the other party, the party so affected will be excused from performance to the extent only of the prevention, restriction, or interference, provided that the party so affected will use all reasonable efforts to avoid or remove the causes of non-performance and will resume performance as soon as possible once such causes have been removed. If the performance of this Agreement or any obligation under it (apart from an obligation to pay) is prevented, restricted, or interfered with due to circumstances beyond the reasonable control of that party obliged to perform it (including, without limitation, flood, fire, storm, strike, lockout, sabotage, terrorist act, civil unrest, and government intervention)

7. DATA CONTROLLER AND PROCESSOR:

7.1 The parties agree that, to the extent that Lifenity, UK processes Protected Data in the course of delivering the Services.

7.1.1. With regard to the Protected Data, it has complied with and will continue to comply with Data Protection Laws in all respects, including with regard to its collection, storage, and processing (which shall involve the Client giving Data Subjects all necessary information about fair processing and obtaining their consents as needed); and

7.1.2. It shall always follow data protection laws in any instructions it gives Lifenity, UK regarding personal data.

8. Instructions and processing details:

If Lifenity, UK processes Protected Data on behalf of the Client, it will:

8.1.1 Process the Protected Data only on and in accordance with the Client's documented instructions as set out in the request for Services pursuant to the Terms & Conditions;

8.2 Unless applicable law forbids such information on significant grounds of public interest, it should notify the Client of any obligation to handle Protected Data other than in compliance with the Processing Instructions before processing the Protected Data; and

8.3 will notify the Client as soon as possible if Lifenity, UK learns of a Processing Instruction that, in the Client's opinion, violates Data Protection Laws. However, to the extent allowed by Applicable Law, Lifenity, UK shall not be liable in any way for any losses, costs, expenses, or liabilities (including any Data Protection Losses) arising from or in connection with any processing carried out in accordance with the Client's Processing Instructions, whether in contract (including any indemnity), tort (including negligence), or otherwise.

9. ORGANISATIONAL AND TECHNICAL MEASURES:

9.1 Lifenity, UK is responsible for implementing and maintaining the Organisational and Technical Measures in regard to the processing of the Protected Data, at its own expense.

9.2 Any further organisational and technical actions will be at the client's expense.

9.3 This right to cancel is not applicable if.

10. WORKING WITH STAFF AND OTHER COMPUTERS

10.1 Unless the Client gives written consent to that particular Sub-Processor (which consent may not be unreasonably withheld, conditioned, or delayed), Lifenity, UK shall not engage any Sub-Processor to perform any processing activities with respect to the Protected Data that Lifenity, UK processes on the Client's behalf. The Client hereby authorises the appointment of the Authorised Sub-Processors

10.2 MD shall:

10.2.1 Designate each Sub-Processor under a written contract that is enforceable by Lifenity, UK and contains substantially the same duties as paragraphs 7 to 18 (inclusive), prior to the relevant Sub-Processor carrying out any processing operations with respect to the Protected Data.

10.2.2 Continue to be completely accountable for all the actions and inactions of each Sub-Processor as though they were your own

10.2.3 Ensure that each of these Sub-Processors complies with all such requirements

10.3 Lifenity, UK will make sure that everyone it authorises (or any Sub-Processor) to handle Protected Data is under an irreversible duty to maintain the confidentiality of the data; unless disclosure is mandated by applicable law, in which case Lifenity, UK will, to the extent possible and not prohibited by applicable law, notify the client of any such requirement prior to such disclosure.

11. Support for the client's compliance and rights regarding data

11.1Considering the processing's nature, Lifenity, UK must continue to take reasonable steps to help the client reply to requests from data subjects regarding protected data.

11.2 Within five business days of receiving a request, Lifenity, UK will forward all data subject requests it receives to the client.

11.3 3. In order to ensure that the Client complies with the requirements set forth by Data Protection Laws Lifenity, UK will offer the Client any reasonable assistance that the Client reasonably requests (considering the nature of processing and the information at Lifenity, UK 's disposal). This assistance may include security of processing, notifications to the Supervisory Authority, and/or communications to Data Subjects in response to any Personal Data Breach. However, the Client will be responsible for covering Lifenity, UK 's costs for providing this assistance, which will be evaluated on a time and materials basis at Lifenity, UK 's current daily or hourly rates.

12. INFORMATION, RECORDS, AND AUDITS:

12.1 Lifenity, UK will keep electronic records of every type of processing activity done on the client's behalf, compliant with Data Protection Laws that apply to Lifenity, UK.

12.2 Lifenity, UK shall allow for and contribute to audits, including inspections, by the Client (or another auditor requested by the Client) for this purpose, in accordance with Data Protection Laws, and provide to the Client such information as is reasonably necessary to demonstrate Lifenity, UK 's compliance with its obligations under Article 28 of the GDPR (and under any Data Protection Laws equivalent to that Article 28).

12.2.1 Providing Lifenity, UK with a reasonable amount of notice in advance of any information request, audit, or inspection that the Client may require; guaranteeing that all information generated or obtained by the Client or its auditor(s) in connection with such information requests, audits, and inspections is kept strictly confidential (except in cases where disclosure to the Supervisory Authority or other legally required parties are notified); and making sure that such audits or inspections are conducted during regular business hours, causing the least amount of disruption to Lifenity, UK 's business, the Sub-Processors' business, and the business of other customers.

13. NOTIFICATION OF BREACH:

When a Personal Data Breach occurs involving Protected Data that Lifenity, UK handles on the client's behalf, Lifenity, UK is required to promptly notify the client of the Personal Data Breach and furnish the client with information regarding the Personal Data Breach.

14. ERASING OR RETURNING COPIES AND PROTECTED DATA:

Within a reasonable time following the conclusion of the relevant Services linked to processing, Lifenity, UK will, upon the written request of the Client, either destroy or return all of the Protected Data to the Client in the manner that the Client reasonably requests; and erase any copies that may already exist.

15. PROTECTED DATA USED AS A DATA CONTROLLER BY Lifenity, UK:

15.1 Extracts from the Protected Data that are necessary for a Public Health Programme run by that Health Authority (Public Health Data) may be retained by Lifenity, UK and submitted to United Kingdom Health Security Agency or another Health Authority in the United Kingdom.

15.2 In order to maintain its UKAS accreditation and in compliance with the Royal College of Pathologists' guidelines for the preservation and storage of pathological records and specimens, Lifenity, UK may keep copies of the Protected Data and records of processing related to the Services (the Processing Records).

15.3 Subject to the provisions of this Agreement, Lifenity, UK shall make sure that its processing of the Processing Records and the Public Health Data complies with data protection laws

16. Claims for Liability, Remedies, and Compensation

16.1 Lifenity, UK will pay compensation to the client for all Data Protection Losses that the client may incur, be awarded against, or suffer as a result of: Lifenity, UK 's noncompliance with data protection laws (to the extent that these impose obligations on data processors); any processing of protected data that Lifenity, UK performs outside of the parameters specified in the processing instructions; or Lifenity, UK's violation of any of the duties outlined in clauses 7 through 18 (inclusive).

16.2 The client will hold Lifenity, UK harmless and keep Lifenity, UK harmless from any and all Data Protection Losses that are awarded against Lifenity, UK and any Sub-Processor, suffered or incurred by Lifenity, UK, or resulting from non-compliance with any; processing done by MD or any Sub-Processor in accordance with any Processing Instruction that violates any Data Protection Law; or any breach by the client of any of its obligations under clauses 7 to 18 (inclusive), with the exception of the amount specified in clause 16.3.

16.3 Whenever any Data Protection Losses (or the circumstances giving rise to them) are caused or contributed to by any breach of clauses 7 to 18 (inclusive) by the other party, that party shall not be liable for Data Protection Losses (howsoever arising, whether in contract (including any indemnity), tort (including negligence), or otherwise).

16.4 A party shall give notification and full information of any compensation claim it receives from an individual over the processing of Protected Data to the other party as soon as possible. The person in charge of the action will:

15.4 .1 never acknowledge liability or consent to a settlement or compromise of the relevant claim without first obtaining the other party's written consent, which may not be unreasonably withheld or delayed; and

15.4.2 Consult extensively with the other party regarding any such action, with the party bearing the burden of determining the terms of any settlement or compromise

16.5 This clause 16 is intended to apply to the allocation of liability for Data Protection Losses as between the parties, including with respect to compensation to Data Subjects, notwithstanding any provisions under Data Protection Laws to the contrary, except: to the extent not permitted by Applicable Law (including Data Protection Laws); and that it does not affect the liability of either party to any Data Subject.

16.6 The parties agree that the Client shall not be entitled to claim back from Lifenity, UK any part of any compensation paid by the Client in respect of such damage to the extent that the Client is liable to indemnify Lifenity, UK under clause 16.2.

17. LIABILITY, INDEMNITIES, AND COMPENSATION CLAIMS :

This clause and clauses 7 to 17 (inclusive) shall survive termination (for any reason) or expiry of the Services and continue:

17.1 indefinitely in the case of clauses 15 and 16; and

17.2 Until two months after the earlier of the termination or expiry of the Services in the case of clauses 7 to 16 (inclusive). Provided, however, that any termination or expiration of clauses 7 to 16 (inclusive) shall be without prejudice to any accrued rights or remedies of either party under any such clauses at the time of such termination or expiry.

18. OVERALL :

18.1 Settlement of disputes

18.1 .1 The parties shall use good faith efforts to settle any disagreement that may arise over this Agreement, any breach, or any claimed breach of this Agreement, before taking legal action. If, in spite of these sincere attempts, the disagreement cannot be settled, either party may bring the matter before the English Court.

18.1 .2 During the resolution of the disagreement, the parties shall fulfil their respective obligations under this Agreement, unless the circumstances plainly dictate otherwise.

18.2 Differencing
Any changes to this agreement must be made in writing and approved by a signatory on behalf of each party in order for them to take effect. The parties may alter this agreement's terms at any time, with or without the approval of a third party, regardless of how the change may impact that third party's rights. It shall not be reasonable for the Client to refuse, postpone, or conditionally accept any adjustment to this Agreement that Lifenity, UK requests in order to guarantee that the Services, Lifenity, UK, and each Sub-Processor can comply with any changes to applicable laws.

18.3 Waiver and rights
Any and all legal rights and remedies shall be cumulative and not exclusive of the rights and remedies given to any of the parties. This Agreement's terms shall not be deemed waived by either party in the event that it becomes impossible for that party to enforce all of its terms at a later date or in the event that it becomes difficult for that party to enforce any or all of its terms at any time for any length of time.

18.4 Discontinuity
The remaining provisions of this Agreement will remain valid and enforceable regardless of whether any of its provisions are found to be unlawful, unenforceable, or invalid under any circumstances.

18.5 Task
Lifenity, UK may designate or subcontract to appropriately accredited laboratories, such as those mentioned in the Laboratory Guide, the performance of this Agreement (in whole or in part) or any one or more of the Tests to be performed hereunder. Without Lifenity, UK 's prior consent, the Client may not assign this Agreement or any of its rights or responsibilities under it. Connection between the parties It is understood and agreed upon that Lifenity, UK and the Client are independent contractors, and that nothing in this Agreement will establish or be interpreted as establishing an agent-principal or partnership between the parties. A Notification Any notices made under this agreement must be in writing, and they must be sent by first class recorded delivery, first class post, or hand delivery. All notifications must be sent to or delivered to the address listed in the pathology request form that the client submits, or to any other address that the client notifies the other party in writing for this purpose. For the purposes of Lifenity, UK, all notices must be sent to or delivered at Lifenity, UK, Unit 3 Trico House, Ealing Road, Great West Quarters, TW8 0GD. A notice sent by mail will be considered served at 9:00 am on the second business day after the date of posting; a notice sent by electronic mail will be considered served at the time of transmission if sent during business hours (9.00 am to 6:00 pm on a business day), or as soon as those hours begin on a day other than a business day, provided that a hard copy is posted as per the above instructions. The whole contract Regarding its subject matter, the entire Agreement is included in these Terms and Conditions and the documents they relate to. Except in the event of fraudulent misrepresentation, each party agrees that it did not enter into the Agreement in reliance on any representation or warranty that is not expressly stated in these Terms and Conditions and that it will not have any recourse with regard to such representations or warranties.

18.6 The governing legislation
Every party agrees to submit to the exclusive jurisdiction of the English Courts, and this Agreement and any dispute arising out of or related to it (including non-contractual disputes and claims) shall be governed by and construed in accordance with English law.