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Terms and Conditions for the Supply of Services

The Customer's attention is particularly drawn to the provisions of clause 8.

  1. INTERPRETATION
    1. In these Conditions, the following definitions apply:
      Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
      Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 6.
      Commencement Date: has the meaning set out in clause 2.2.
      Conditions: these terms and conditions as amended from time to time by the Supplier.
      Consumer: means a Customer who is a natural person and who is entering into this Contract for purposes which are outside its business.
      Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions, its schedules and all of its annexures, together with all other documents that are incorporated into it by reference.
      Customer: the person, firm or company who purchases the Services from the Supplier.
      Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
      Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
      Order:the Customer's order for Services as set out the Customer’s purchase order form, or the Customer’s written acceptance of a quotation by the Supplier, or overleaf, as the case may be.
      Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Order.
      Site: the website located at www.genetracers.co.uk or any URL which may replace it.
      Supplier: Gene Tracers C/O One Friar Street, Reading, Berkshire, RG1 1DA, United Kingdom.

    2. In these Conditions, the following rules apply:
      (a) aperson includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      (b) a reference to a party includes its personal representatives, successors or permitted assigns;
      (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
      (d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  2. BASIS OF CONTRACT
    1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
    2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
    3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
    4. Any samples, descriptive matter or advertising issued by the Supplier are published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
    5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
  3. SUPPLY OF SERVICES
    1. The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects.
    2. The Supplier shall use all reasonable endeavours to provide the Services by the dates agreed with the Customer, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
    3. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
    4. As every Contract is unique and the results included in the Deliverables are dependent upon the sources and records available, the Supplier cannot guarantee that it will be able trace the line back, for the person being researched, in the way which the Customer has sought. The Customer accepts that there is the possibility of negative results.
  4. CUSTOMER'S OBLIGATIONS
    1. The Customer shall:
      (a) ensure that the terms of the Order are complete and accurate;
      (b) be responsible for the accuracy of the information which it provides to the Supplier;
      (c) only provide information to the Supplier which belongs to it, or where it has obtained the necessary consent of any relevant third party before the Commencement Date, and grants to the Supplier (with the necessary permissions to do so) a non-exclusive, royalty-free licence to use such data contained in that material in providing the Services to the Customer; and
      (d) co-operate with the Supplier in all matters relating to the Services.
  5. DISTANCE SELLING REGULATIONS
    1. Where (but only where) the Customer is a Consumer, the following sub-conditions of this condition shall apply to the Contract:
      (a) There is a right to cancel the Contract under the terms of the Consumer Protection (Distance) Selling Regulations 2000 (Regulations). The right to cancel must be advised by notice to the Supplier in writing no later than 7 working days after the Commencement Date. The Supplier shall not therefore start to perform the Services until after 7 working days unless instructed otherwise, and if so, the Consumer loses the right to cancel; and
      (b) The Conditions provide all of the other information which is required to be provided under the terms of the Regulations.
  6. CHARGES AND PAYMENT
    1. The price for the Services shall be the price quoted on the Site.
    2. Prices are shown in Pounds Sterling and are exclusive of taxes and any VAT and delivery costs. Any additional charges shall be shown in the Customer’s Order.
    3. Prices are liable to change at any time however prices shown on the Site at the time of the Order, will be applied to orders placed at that time.
    4. The Supplier shall require payment from the Customer as agreed between the parties prior to the Commencement Date. In all circumstances, payment of the full price for the Services must be made before the Deliverables are delivered to the Customer.
    5. The Customer shall pay each invoice submitted by the Supplier:
      (a) within 28 days of the invoice date; and
      (b) in full and in cleared funds to a bank account nominated in writing by the Supplier; or by credit or debit card; or by cheque, and
      time of payment shall be of the essence of the Contract.
    6. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the then current Lloyds TSB Bank Plc 's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
    7. The Customer shall pay all amounts due under the Contract in full without any deduction in respect of any set-off or counter-claim.
  7. INTELLECTUAL PROPERTY RIGHTS
    All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier. The Customer shall only use the Deliverables for its personal or professional family history research and cannot publish material from the Deliverables in whole or in part in any electronic, print or other format without the Supplier’s advance consent in writing (which the Supplier may withhold in its absolute discretion).
  8. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    1. Nothing in these Conditions shall limit or exclude the Supplier's liability for:
      (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, if any; or
      (b) fraud or fraudulent misrepresentation.
    2. Subject to clause 8.1:
      (a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      (b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid for the Services.
    3. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    4. This clause 8 shall survive termination of the Contract.
  9. TERMINATION
    1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
      (a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
      (b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
      (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      (d) the other party (being an individual) is the subject of a bankruptcy petition or order;
      (e) a creditor or encumbrance of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
      (f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
      (g) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      (h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      (i) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1(a) to clause 9.1(h) (inclusive);
      (j) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
      (k) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    2. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
    3. Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(a)) to clause 9.1(k), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
  10. CONSEQUENCES OF TERMINATION
    On termination of the Contract for any reason:
    (a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
    (b) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
  11. GENERAL
    1. Force majeure:
      (a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
      (b) The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
    2. Assignment and subcontracting:
      (a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
      (b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
    3. Notices:
      (a) Any notice to be given under the Conditions shall be in writing and shall be delivered personally or sent by pre-paid first class post, recorded delivery, commercial courier or air-mail to the other party at its address set out below:
      (i) In the case of the Supplier, the address shown in condition 1.1; and
      (ii) In the case of the Customer, the address notified in writing to the Supplier.
      (b) Notices sent out as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland mail or delivery), or 7 working days after the date of posting (in the case of air-mail).
    4. Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
    5. Complaints: Any complaints should be addressed to the Supplier at the address shown in condition 1.1 within 14 days of receipt of the Deliverables.
    6. Jurisdiction and applicable law:
      (a) The English courts will have exclusive jurisdiction over any claim arising from, or related to, these Conditions although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.
      (b) These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.