Terms and Conditions

4 CONFIDENTIALITY
4.1 The Island Lab agrees that it will hold and maintain the confidence of: 4.1.1 all information of a confidential nature which is received by The Island Lab from the Client or its patients in connection with the Services; and 4.1.2 all Test results, invoices and other information of a confidential nature issued by The Island Lab to the Client or its patients in connection with the Services, and, save with the Client’s consent or as otherwise permitted under this Agreement, 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 Services and who require the information for such purpose. Where The Island Lab has been provided with the details of a patient’s private medical insurance in connection with the Services, The Island Lab will be 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. 4.2 The restrictions in clause 4.1 will not apply to information which: (i) was in The Island Labs possession prior to disclosure by the Client; or (ii) is now or hereafter comes into the public domain other than by default of The Island Lab; or (iii) was lawfully received by The Island Lab from a third party acting in good faith having a right of further disclosure; or (iv) is required by law to be disclosed by The Island Lab; or (v) which is required by a regulatory or accreditation body to be disclosed to it for the purpose of regulating or accrediting the The Island Lab ltd.

5 CLIENT RESPONSIBILITIES
5.1 Except where The Island Lab obtains the Sample directly from the patient during a home visit or at The Island Lab patient reception facility, the Client will ensure that the Sample is obtained from the patient, packaged, and labelled in accordance with Applicable Law and good clinical practice. 5.2 Except where The Island Lab agrees to arrange transport of the Sample to The Island Lab laboratory, the Client will ensure that the Sample is transported to The Island Lab’s laboratory in accordance with Applicable Law and good clinical practice. Where The Island Lab agrees to arrange transport of the Sample the Client will ensure that the Samples are ready for collection by The Island Lab or its carrier at the agreed times. 5.3 The Client will ensure that all necessary consents and permissions are obtained and all necessary information provided to the patient, which is required under Applicable Law or good clinical practice in order to permit the performance of the Testing, and any other Services, and the use of the Protected Data as contemplated in the Agreement. 5.4 The Client will provide The Island Lab with any information reasonably necessary for performing the Services and / or supplying Consumables, including by ensuring that the Pathology Request contains sufficient information regarding the Sample, the relevant patient, and the persons to whom the Test results are to be reported, and will ensure that any information the Client provides to The Island Lab in connection with the Services and / or Consumables is accurate and complete.

6 LIABILITY
`` 6.1 Nothing in the Agreement will limit or exclude liability for death or personal injury caused by negligence or any other liability that cannot be limited or excluded under Applicable Law. 6.2 In these Terms and Conditions ‘liability’ means any liability whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, which arises in connection with the Services, the Consumables or under or in connection with any Agreement. 6.3 Neither The Island Lab nor the Client will have any liability for: 6.3.1 loss of profit or revenue; 6.3.2 loss of anticipated savings; 6.3.3 loss of reputation or goodwill; or 6.3.4 indirect, special or consequential loss. 6.5 The Island Lab will have no liability for any delay or failure in performance of the Services or provision of the Consumables arising from the Client’s delay or failure in performing its obligations under clause 5 (Client Responsibilities). 6.4 All of the warranties which The Island Lab gives in relation to the Services and / or the Consumables are expressly set out in these Terms and Conditions. All other warranties, whether implied or express, are excluded from the Agreement where it is lawful to exclude them.

7 FORCE MAJEURE
If the performance of any obligation under the Agreement (except for an obligation to pay) is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of that party obliged to perform it (a ‘Force Majeure Event’), the party so affected will be excused from any resulting failure or delay in performance, and the time for performance will be extended by an amount of time equal to the duration of the Force Majeure Event. The party so affected will use reasonable endeavours to mitigate the effect of the Force Majeure Event on its performance of its obligations. If the Force Majeure Event delays or prevents performance of a party’s obligations for more than three months, either party may terminate the Agreement on written notice to the other.

8 DATA PROCESSOR AND DATA CONTROLLER
8.1 When The Island Lab processes Protected Data on behalf of the Client in providing the Services the parties agree that the Client will be the controller and The Island Lab will be the processor. The Annex to these Terms and Conditions sets out when The Island Lab processes Protected Data on behalf of the Client. Clause 17 describes the circumstances where The Island Lab will use Protected Data on its own behalf as controller. 8.2 When The Island Lab processes Protected Data as processor, clauses 9 to 16 will apply in relation to the Protected Data. Where The Island Lab processes Protected Data as controller, clause 17 will apply instead. 8.3 The Client will comply with the Data Protection Laws in relation to the Protected Data, and ensure that all instructions given by it to The Island Lab in respect of Protected Data will at all times be in accordance with Data Protection Laws.

9 DATA PROCESSING INSTRUCTIONS
9.1 When The Island Lab processes Protected Data as processor, The Island Lab will comply with the obligations of processors under the Data Protection Laws. 9.2 Unless required to do otherwise by Applicable Law, The Island Lab will (and will take steps to ensure each person acting under its authority will) process the Protected Data only in accordance with the Client’s documented instructions as set out in the Order, pursuant to these Terms & Conditions, and in the Annex (the ‘Processing Instructions’). 9.3 If Applicable Law requires The Island Lab to process Protected Data other than in accordance with the Processing Instructions, The Island Lab will notify the Client of any such requirement before processing the Protected Data (unless Applicable Law prohibits The Island Lab from doing so). 9.4 The Island Lab will promptly inform the Client if The Island Lab becomes aware of a Processing Instruction that, in The Island Lab’s opinion, infringes Data Protection Laws. The Island Lab will have no liability for any processing in accordance with those Processing Instructions after giving the notice. The Island Lab’s obligations under this clause 9.4 do not limit the Client’s obligations under clause 8.3.

10 DATA SECURITY MEASURES
In relation to the processing of the Protected Data, The Island Lab will implement and maintain, at its cost and expense, appropriate technical and organisational measures to ensure for the Protected Data a level of security appropriate to the risks presented by the processing, taking into account the state of the art, the cost of implementation and the nature, scope, context and purpose of the processing of the Protected Data, as well as the risk of varying likelihood and severity of the rights and freedoms of natural persons.

11 USING STAFF AND OTHER PROCESSORS
11.1 The Island Lab will not engage any processor to process the Protected Data on the Client’s behalf (a ‘Sub-Processor’) without the Client’s authorisation of that specific Sub-Processor. The Client will not unreasonably withhold, condition or delay such consent. By accepting these Terms and Conditions the Client authorises the appointment of the Authorised Sub-Processors. 11.2 The Island Lab will ensure that each Sub-Processor is appointed under a written contract containing materially the same obligations as clauses 9 to 16 (inclusive). 11.3 The Island Lab will ensure that all persons authorised to process Protected Data are subject to a binding obligation to keep the Protected Data confidential (except where disclosure is required in accordance with Applicable Law, in which case The Island Lab will, where practicable and not prohibited by Applicable Law, notify the Client of any such requirement before such disclosure).

12 ASSISTANCE WITH THE CLIENT’S COMPLIANCE AND DATA SUBJECT RIGHTS
12.1 Taking into account the nature of the processing, The Island Lab will implement and maintain reasonable measures to assist the Client to respond to the Data Subject Requests relating to the Protected Data that The Island Lab processes on the Client’s behalf. The Island Lab will refer such Data Subject Requests it receives to the Client promptly, and in any event within five Business Days of receipt of the request. 12.2 The Island Lab will provide such assistance as the Client reasonably requires (taking into account the nature of processing and the information available to The Island Lab) to the Client in ensuring compliance with the Client’s obligations under Data Protection Laws with respect to: (i) security of processing, (ii) data protection impact assessments, (iii) prior consultation with the relevant regulator regarding high risk processing, and (iv) notifications to the regulator and/or communications to data subjects by the Client in response to any Personal Data Breach. The Client will pay The Island Lab’s charges for providing the assistance in this clause 12, such charges to be calculated on a time and materials basis at The Island Lab’s applicable daily or hourly rates in force from time to time.

13 INTERNATIONAL DATA TRANSFERS
13.1 The Client agrees that The Island Lab may transfer Protected Data to countries outside of Jersey for the purpose of providing the Services, provided all transfers by The Island Lab of Protected Data to such recipients are in accordance with such safeguards or other mechanism(s) for transfers of personal data as may be permitted under the Data Protection Laws from time to time. The Client agrees that The Island Lab may implement such safeguards by entering into standard data protection clauses authorised under the Jersey Data Protection Laws, subject to clause 13.2 13.2 Where the Client requires The Island Lab to transfer Protected Data for the purpose of providing the Services to a country outside of Jersey which is not subject to an adequacy regulation under the Data Protection Laws (a Third Country) then: 13.2.1 the Client will enter into (or where relevant use reasonable endeavours to procure that the applicable third party recipient of the Protected Data enters into) standard data protection clauses with The Island Lab authorised under the Data Protection Laws for the international transfer of personal data that provide sufficient safeguards for the relevant transfer, on terms acceptable to The Island Lab (acting reasonably); and 13.2.2 where the data protection clauses referred to in clause 13.2.1 are not entered into, the Client will procure that prior to the transfer the relevant data subjects provide valid consent to the transfer for the purposes of the Jersey Data Protection Laws, and the Client will provide evidence of such consents to The Island Lab on request.

14 RECORDS, INFORMATION AND AUDIT
14.1 The Island Lab will maintain, in accordance with the Data Protection Laws binding on The Island Lab, written records of all categories of processing activities carried out on behalf of the Client. 14.2 The Island Lab will, in accordance with the Data Protection Laws, make available to the Client such information as is reasonably necessary to demonstrate The Island Lab’s compliance with its obligations as a processor under these Terms and Conditions and the Data Protection Laws, and allow for and contribute to audits, including inspections, by the Client (or another auditor mandated by the Client) for this purpose, subject to the Client: 14.2.1 giving The Island Lab reasonable prior notice of such information request, audit and/or inspection required by the Client; 14.2.2 ensuring that all information obtained or generated by the Client or its auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential (save for disclosure to the relevant regulator or as otherwise required by Applicable Law); and 14.2.3 ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to The Island Lab’s business, any Sub-Processor’s business and the business of other customers of The Island Lab.

15 BREACH NOTIFICATION
The Island Lab will, without undue delay, notify the Client of a personal data breach involving the Protected Data, and provide the Client with details of the personal data breach.

16 DELETION OR RETURN OF PROTECTED DATA AND COPIES
The Island Lab will, at the Client’s written request, either delete or return all of the Protected Data to the Client in such form as the Client reasonably requests within a reasonable time after the end of the provision of the relevant Services related to processing, and delete existing copies (unless storage of any data is required by Applicable Law, in which case The Island Lab will inform the Client of any such requirement). Where The Island Lab will process that Protected Data as controller under clause 17, The Island Lab may retain the Protected Data.

18 GENERAL
18.1 Dispute resolution 18.1.1 If any dispute arises relating to this Agreement or any breach or alleged breach of this Agreement, the parties will make a good faith effort to resolve such dispute without recourse to legal proceedings. If, notwithstanding such good faith efforts, the dispute is not resolved either party may submit the dispute to the jurisdiction of the Jersey Courts. 18.1.2 Except to the extent clearly prevented by the area of dispute, the parties will continue to perform their respective obligations under this Agreement while such dispute is being resolved. 18.2 Variation 18.2.1 The Island Lab may amend these Terms and Conditions by updating the Laboratory Guide and providing the Client with a copy of the update or publishing it on The Island Lab’s website. Such amendments will only apply to an Order submitted after the date of the update, and the Client will be deemed to accept those amendments by submitting an Order after that date. 18.2.2 Except as set out in clause 18.2.1, any amendments to this Agreement will not be effective unless in writing and signed by an authorised signatory on behalf of each of the parties. The terms of this Agreement may be varied by agreement of the parties but without the consent of any third party whether or not the rights of such third party are affected by such variation. The Client will not unreasonably withhold, delay or condition its agreement to any variation to this Agreement requested by The Island Lab in order to ensure the Services and The Island Lab (and each Sub-Processor) can comply with any change in Applicable Laws. 18.3 Rights and waiver All rights granted to either of the parties will be cumulative and not exhaustive of any rights and remedies provided by law. The failure of either party to enforce (or delay in enforcing) at any time for any period any one or more of the terms of this Agreement will not be a waiver of such term or of the right of such party at any time subsequently to enforce all the terms of this Agreement. 18.4 Severability If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions will not be in any way affected. 18.5 Sub-contracting and Assignment The Island Lab may assign or sub-contract the performance of this Agreement (in whole or in part) or any one or more of the Tests to be performed hereunder to any member of any suitably accredited laboratories including those listed in the Laboratory Guide. The Client may not assign this Agreement or any of its rights or obligations hereunder without the prior approval of The Island Lab. 18.6 Relationship of the parties It is acknowledged and agreed that The Island Lab and the Client are independent contractors and nothing in this Agreement will create or be construed as creating a partnership or a relationship of agent and principal between the parties. The Client acknowledges and agrees that, in requesting Services from The Island Lab, it is not acting as agent for any patient or patients to which the Services relate. 18.7 Entire agreement The Agreement is the entire agreement between the Client and The Island Lab and supersedes and extinguishes all prior and contemporaneous agreements, promises, assurances, discussions, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that it has not entered into the Agreement in reliance on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in the Agreement except in the case of fraudulent misrepresentation. 18.8 Third parties The Agreement is not intended to create any rights for, nor be enforceable by, any third party except as set out in clause 6, and where the Client and The Island Lab Laboratory Limited agree that these Terms and Conditions will apply to any Orders. 18.9 Governing law The Agreement and any dispute arising out of or in connection with it (including non-contractual disputes and claims) or its subject matter or formation will be governed by and construed in accordance with Jersey law and each of the parties submits to the exclusive jurisdiction of the Jersey Courts.

19 INTERPRETATION
19.1 In these Terms and Conditions and the Annex: ‘Agreement’ has the meaning given in clause 1.3; ‘Annex’ means the annex to the Terms and Conditions; ‘Applicable Law’ means the laws, regulations and judgments binding on the relevant party, as amended from time to time; ‘Authorised Sub-Processors’ means: a) The Island Lab or any other sub laboratory which provides the applicable Test or Service; b) accredited specialist centres for onward referral of esoteric assays as identified in the The Island Lab Laboratory Guide; c) persons who provide information technology services that The Island Lab uses in the course of providing the Services; and d) any Sub-Processor referred to in the Annex; ‘Business Day’ means a day other than a Saturday, Sunday, or public holiday in Jersey; ‘Client’ means the person or organisation requesting Services and / or Consumables from The Island Lab and for whom The Island Lab has agreed to provide the Services and / or Consumables; ‘controller’, ‘data subject’, ‘data protection impact assessment’, ‘personal data’, ‘personal data breach’, ‘process’ and ‘processor’ have the meanings given to those terms in the Data Protection Laws; ‘Consumables’ means any goods to be provided by The Island Lab in order for the Client to benefit from the Services; ‘Data Protection Laws’ means the Jersey GDPR, the Data Protection (Jersey) Law 2018, and any other Applicable Law having effect in Jersey concerning privacy or the use of personal data; ‘Data Subject Request’ means a request made by a data subject to exercise any rights of data subjects under Data Protection Laws; ‘Good Industry Practice’ means the standard of skill and care reasonably to be expected from a professional provider of the Services; ‘Group’ in respect of any undertaking, means such undertaking and its group undertakings (‘undertaking’ and ‘group undertaking’ having the meanings given in the The Companies (Jersey) Law 1991); ‘Health Authority’ means (i) a department of the Jersey government or of a devolved administration, (ii) an executive agency of such department, or (iii) a body exercising statutory functions in relation to public health in Jersey or any part of the UK; ‘Laboratory Guide’ means The Island Lab’s Laboratory Guide current at the time the Client submits the Order, as supplied to the Client or, if not so supplied, available on request from The Island Lab, including any updates or supplements issued by The Island Lab; ‘Order’ has the meaning given in clause 1.2; ‘Pathology Request’ means a request for Testing submitted by the Client in a format The Island Lab accepts from time to time and by any of the methods The Island Lab accepts from time to time, whether in hard copy or via one of The Island Lab L’s electronic portals; ‘Privacy Notice’ means The Island Lab’s detailed Privacy Notice; ‘Processing Instructions’ has the meaning given to that term in paragraph 8.2; ‘Protected Data’ means personal data provided to The Island Lab by the Client or a third party on the instructions of the Client, or collected or generated by The Island Lab in the course of providing the Services or Consumables; ‘Public Health Programme’ means a programme administered by a Health Authority to monitor or analyse health data for the purpose of public health or for statistical, scientific or research purposes in the public interest; ‘Sample’ means a pathology sample provided by the Client to The Island Lab for Testing; ‘Services’ means the services to be provided under the Agreement; ‘Sub-Processor’ has the meaning given in clause 11.1; ‘Test’ means a laboratory test to be carried out by The Island Lab on a Sample, and ‘Testing’ means the process of conducting that Test and reporting the results; ‘UKAS’ means the United Kingdom Accreditation Service, or any successor to it; ‘UK GDPR’ has the same meaning as it does in section 3(10) of the Data Protection Act 2018, read with section 205(4) of that Act. 19.2 References to the singular include the plural and vice versa. 19.3 Clause headings and paragraph headings are for ease of reference only and are not part of these Terms and Conditions for the purpose of construction. 19.4 References to paragraphs are to paragraphs of the Annex. 19.5 Words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words, preceding those terms. 19.6 The Annex is incorporated into these Terms and Conditions. ANNEX 1 Subject matter and nature of processing 1.1 The Island Lab processes Protected Data as processor on behalf of the Client: 1.1.1 in the case of Testing, when The Island Lab receives a Pathology Request and Sample and processes the corresponding Protected Data to carry out the Test and report the Test results in accordance with the Processing Instructions; 1.1.2 when The Island Lab carries out the Client’s ‘fee to patient’ instructions, as described below; and 1.1.3 in the case of any other Services or the provision of Consumables, when The Island Lab is required to process Protected Data on the Client’s behalf to fulfil the Client’s instructions. 1.2 The subject matter and nature of The Island Lab’s processing of the Protected Data are: 1.1.1 Samples and Test results for the purpose of providing clinical pathology Services; 1.1.2 information about clinicians who order Tests, for the purposes of reporting the Test results to the Client; 1.1.3 information about a patient’s health insurance for the purposes of administering payment for the Services; and 1.1.4 billing information for a patient where the Client has asked The Island Lab to direct The Island Lab’s invoice to the patient. The Island Lab will report the Test results using the contact details supplied to The Island Lab in the relevant section of the Pathology Request. The Client will be responsible for ensuring that those contact details are correct. Where The Island Lab supplies Test results electronically it will ensure that the results are supplied in the format selected by the Client (from the range of options offered by The Island Lab) and are supplied to the address indicated when the Client selects electronic results reporting. The Client will be responsible for ensuring that the selected format is compatible with the Client’s information systems and for making the results available to the users of those systems. 6 Fee to patient Where the Client selects the ‘fee to patient’ option in a Pathology Request form, the Client instructs The Island Lab to seek payment from the patient of the fees owed by the Client in respect of that test. The Client confirms that the patient has agreed with the Client to pay those fees to The Island Lab for the Client. The Client instructs The Island Lab to recover the fees by invoicing the patient using the personal data provided by the Client. The Client instructs The Island Lab on the Client’s behalf to appoint debt collectors to recover the fees from the patient if the patient does not pay the invoice by the date payment falls due. The Client authorises The Island Lab to appoint those debt collectors as Sub-Processors in accordance with clauses 9 to 16.