Key Forensic Services Terms & Conditions

General

These terms and conditions (“Terms and Conditions”) detail the basis on which Key Forensic Services Ltd registered in England and Wales with company number 11194776 (“KFS” or “the Company”) will deliver the Goods or Services that you (“you” or “the Customer”) are procuring. The Company will only provide services to Customers in accordance with these Terms and Conditions.

Terms and Conditions

• 1. BASIS OF CONTRACT

  1.1 The Customer’s written acceptance of the Quotation constitutes an offer by you to purchase Goods and/or Services in accordance with these Terms and Conditions. A Quotation shall only be valid for a period of 20 Business Days from its date of issue or as otherwise agreed between the parties in writing.

  1.2 The Company will not commence work until it has received written (email, letter, or some such other permanent record) authorisation (being a completed and authorised Purchase Order) that the Customer accept the fees as indicated in the Company Quotation.

  1.3 The Quotation shall only be deemed to be accepted when the Company issues written confirmation following your acceptance of the Quotation, at which point and on which date the contract between the Company and you for the supply of Goods and/or Services, comprising of the Quotation and/or Purchase Order and these Terms and Conditions (the Contract) shall come into existence.

  1.4 These terms and 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 law, trade, custom, practice or course of dealing.

  1.5 In providing your instruction and/or Purchase Order or other similar forms provided for the purpose of instructing the Company to proceed you warrant and confirm that you have the appropriate authority on behalf of the Customer to commit the Customer to the terms and conditions of supplying the requested Goods or Services.

  1.6 It is the Customer’s responsibility to inform the Company of any changes in circumstances relating to the instruction to proceed. The Company will endeavour to minimise costs in the event of instructions being cancelled or amended and will charge the Customer for work and expenses incurred up to the date upon which the Company receives any such revised instructions in writing from the authorised signatory of the Customer.

  1.7 The Customer explicitly agrees that in providing instructions to proceed it is liable for all charges the Company may submit for payment up to receiving the revised instructions. The Customer should not rely on any such notification to halt further work on an agreed instruction to proceed unless you have formal acknowledgement from the Company that they have received said written notice. To be an effective notice the notice must be from the Customer or a suitably authorised employee of the Customer and not a third party to the contract under which the Services or Goods are being supplied. In return, acknowledgement must be from a Company representative.

• 2. CHARGES AND PAYMENT

  2.1 All charges and costs to the Customer will be detailed in the Quotation and where any risk applies to variations in the final charges vs the charges set out in the Quotation such variation will be brought to the Customer’s attention by the Company representative dealing directly with you.

  2.2 All charges and payments for charges will be in UK Pounds Sterling, unless expressly stated otherwise in the Quotation and/or as agreed beforehand between the Customer and the Company.

  2.3 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services and/or Goods, as applicable, at the same time as payment is due for the supply of the Services and/or Goods. KFSF955-4

  2.4 Expenses incurred by the Company including but not limited to its employees in providing Services will be recharged at cost, with the exception of fuel for vehicles, which will be recharged at the prevailing rate used by the Company. Rail will be charged at standard cost, flights at business class, reasonable refreshment expenses and hotel or other accommodations charges for overnight stays will be charged at cost. If necessary, photocopying, reproduction of diagrams and drawings and similar expenses incurred will be provided at cost, with suitable copies of receipts provided wherever possible.

  2.5 The Customer shall pay each invoice submitted by the Company within 30 days of receipt of the relevant invoice in full and in cleared funds to a bank account nominated in writing by the Company. The contract to provide Goods or Services is with the Customer and payment of the Company’s invoice is not contingent on any other circumstance or event not specifically agreed between the Customer and the Company beforehand. Any such variation to the standard terms of payment must be agreed in writing between the parties before the Company is instructed to proceed with any further services. Part payment does not constitute satisfaction that any dispute is resolved or that the balance of any amounts remaining unpaid are not due as per the terms of payment as set out in these Terms and Conditions or otherwise within the Purchase Order. Amounts not settled within the agreed period, at the Company’s discretion, may be subject to interest charges at 4% above the UK base interest rate, as determined by the Company’s own bank from time to time, per month or part thereof, until settlement is received in full.

  2.6 The Company reserves the right to increase the charges for the Services and/or Goods, where applicable, to reflect any increase in the Company’s costs and expenses that are due to any factor beyond the control of the Company (including but not limited to increases in taxes and duties, and increase in labour and materials). Notwithstanding the aforementioned, the Company shall not implement any such increase where pricing has been explicitly agreed in writing with the Customer and such Services and Goods, if applicable, under the Contract have been offered on the basis of a particular pricing model..

• 3. SUPPLY OF GOODS

  3.1 The Company may supply the Customer with Goods if agreed in the relevant Purchase Order.

  3.2 The Company shall deliver the Goods to the location set out in the Purchase Order or such other location as the parties may agree (Delivery Location) at any time after the Company notifies the Customer that the Goods are ready for delivery.

  3.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location. Any dates quoted delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods including but not limited to any delay that is caused by a Force Majeure Event.

  3.4 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

  3.5 If the Customer fails to accept delivery of the Goods within three Business Days of the Company notifying the Customer that the Goods are ready for delivery, then except where such failure or delay is caused by a Force Majeure Event or by the Company's failure to comply with its obligations under the Contract in respect of the Goods:

  (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Company notified the Customer that the Goods were ready for delivery; and

  (b) the Company shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).

  3.6 If ten Business Days after the day on which the Company notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs and charge the Customer for any shortfall below the price of the Goods

• 4. QUALITY OF THE GOODS

  4.1 The Company warrants that, for the period up to the expiry date set out on the Goods (warranty period), the Goods shall:

  (a) conform in all material respects with their description and any applicable specification; and

  (b) be free from material defects in design, material and workmanship, notwithstanding the above, the Customer acknowledges that, given the perishable nature of the Goods, any such warranty provided under this clause 4 and set out on the Goods shall not be applicable once opened and/or used.

  4.2 Subject to 4.3, if:

  (a) the Customer gives notice in writing to the Company, within 5 Business Days of becoming aware of any such defects, that some or all of the Goods do not comply with the warranties set out in clause 4.1;

  (b) the Company is given a reasonable opportunity of examining such Goods; and

  (c) the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost, the Company shall, at its option, repair or replace any Goods that are found to be defective or refund the price of such defective Goods in full.

  4.3 The Company shall not be liable for Goods' failure to comply with the warranties set out in clause 4.1 if:

  (a) the Customer makes any further use of such Goods after giving notice of defects in accordance with clause 4.2;

  (b) the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, use and maintenance of the Goods;

  (c) the Customer alters or repairs such Goods without the written consent of the Company;

  (d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

  (e) the Goods differ from their description or any specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

  4.4 The Company’s only liability to the Customer if the Goods fail to comply with the warranties set out in 4.1 is as set out in this clause 4.

  4.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

• 5.TITLE AND RISK

  5.1 The risk in the Goods shall pass to the Customer on completion of delivery.

  5.2 Title to the Goods shall not pass to the Customer until the Company receives payment in full (in cash or cleared funds) for the Goods.

  5.3 Until title to the Goods has passed to the Customer, the Customer shall:

  (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company's property;

  (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

  (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

  (d) notify the Company immediately if it becomes subject to any of the events listed in 11.1(ii) to 11.1(iv); and

  (e) give the Company such information as the Company may reasonably require from time to time relating to:

  (i) the Goods; and

  (ii) the ongoing financial position of the Customer.

  5.4 The Company may recover any Goods in which title has not passed to the Customer. The Customer irrevocably permits the Company, its officers, employees and agents, to enter any premises of the Customer, or any premises or location where the Goods are located, in order to satisfy itself that the KFSF955-4 Customer is complying with the obligations in 5.3, and to recover any Goods in which title has not passed to the Customer.

• 6.SUPPLY OF SERVICES

  6.1 The Company shall supply the Services to the Customer in accordance with the Quotation and Purchase Order in all material respects.

  6.2 The Company shall use all reasonable endeavours to meet any key dates for the Services agreed between the parties but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. Any such timescales, if agreed, will be subject always to the Company having all information and materials from the Customer to ensure the Company is able to perform the Services in a timely manner.

  6.3 The Company warrants to the Customer that the Services will be provided using reasonable care and skill.

  6.4 If relevant to the Services being performed by the Company, once the analysis of any articles has been performed and completed by the Company, such articles will be promptly returned to the Customer, at the Customer’s expense.

• 7. CUSTOMER'S OBLIGATIONS

  7.1 The Customer shall:

  (i) ensure that the terms of the Purchase Order are complete and accurate;

  (ii) co-operate with the Company in all matters relating to the Services;

  (iii) provide the Company, its employees, agents, consultants and subcontractors, with access

  to the Customer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;

  (iv) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

  (v) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

  (vi) comply with all applicable laws, including health and safety laws; and

  (vii) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Customer's premises or in any premises or location in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company's written instructions or authorisation.

  7.2 If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

  (i) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Company's performance of any of its obligations;

  (ii) the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause 7.2; and

  (iii) the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.

• 8. LIMITATION OF LIABILITY

  8.1 Subject to clause 8.2 and 8.3 the Company’s total liability for loss arising under the Contract shall not exceed the total charges paid by the Customer for the relevant Purchase Order that any such liability relates to. Types of loss shall include any costs directly arising from damage or complete loss of evidence submitted by the Customer for examination, subject always to the aforementioned limitation KFSF955-4 of liability. The Company shall only be liable if such loss suffered or incurred by the Customer is as a direct result of the Company’s act or omission.

  8.2 It is the strict responsibility of the Customer to notify the Company of any evidence which is being submitted to the Company for examination which is of high value and for which special arrangements, including but not limited to special courier requirements, or additional insurance may be required. Any requests to examine bank notes with a monetary value must be specifically detailed and agreed in advance due to insurance limitations. It is clearly understood that the Company will not be liable for any contingent liability or opportunity cost associated with the impairment or loss of evidence submitted by the Customer unless any such liability is agreed in writing by both parties beforehand and specific contingent insurance has been put in place to cover any such liability. The Customer hereby indemnifies the Company against any loss of exhibits in excess of the value being charged by the Company for the examination and reporting of that examination of said exhibits.

  8.3 Notwithstanding clause 8.1 and 8.2, the following types of loss are wholly excluded:

  (i) Loss of profits;

  (ii) Loss of sales or business;

  (iii) Loss of agreements or contracts;

  (iv) Loss of anticipated savings;

  (v) Loss of or damage to goodwill; and

  (vi) Indirect or consequential loss.

  8.4 Nothing in this Contract limits any liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; (d) defective products under the Consumer Protection Act 1987; or (e) any liability that legally cannot be limited.

• 9. INTELLECTUAL PROPERTY RIGHTS

  9.1 Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Company.

  9.2 All imagery created by the Company which forms part of a casefile is subject to copyright and remains the property of the Company. Whilst the copying of such imagery is permitted as part of a defence examination process; the use and/or distribution of all such imagery shall be restricted to its original intended use; i.e. preparation and/or presentation of the defence case. Any use/copying/distribution outside of the Criminal Justice System is strictly prohibited.

  9.3 The Company grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free revocable licence for the purpose of receiving and using the services in its business.

• 10.DATA PROTECTION

  Both parties shall comply with all applicable requirements of the Data Protection Legislation and their data protection obligations as set out in Schedule 1. In the event of any conflict or inconsistency between the Contract and the Data Processing Addendum under Schedule 1, the terms of the Contract shall take precedence. .

• 11. TERMINATION

  11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

  (i) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;

  (ii) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; KFSF955-4

  (iii) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

  (iv) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

  11.2 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

  11.3 Without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further procurement of Goods under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 11.1(ii) to 11.1(iv), or the Company reasonably believes that the Customer is about to become subject to any of them..

• 12. CONFIDENTIALITY

  12.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2.

  12.2 Each party may disclose the other party's confidential information:

  (i) to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12; and

  (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

  12.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

  12.4 For the avoidance of doubt, the period for which confidentiality obligations are effective as set out in clause 12.1 shall not apply to any such information, documents and/or materials containing or comprising of evidence which is subject to any ongoing criminal proceedings and/or investigation.

• 13. FORCE MAJEURE

  Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

• 14. GENERAL

  14.1 Assignment and other dealings.

  (i) The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

  (ii) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Company.

  14.2 Notices.

  (i) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

  (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or KFSF955-4

  (ii) sent by email to the following addresses (or an address substituted in writing by the party to be served): Company: the address set out in the Quotation or such address as notified by the Company from time to time. Customer: as notified by the Customer in writing.

  (ii) Any notice shall be deemed to have been received:

  (i) if delivered by hand, at the time the notice is left at the proper address;

  (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

  (iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

  (iii) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

  14.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 14.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

  14.4 Waiver.

  (i) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

  (ii) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

  14.5 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

  14.6 Entire agreement.

  (i) The Contract constitutes the entire agreement between the parties.

  (ii) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

  14.7 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

  14.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

  14.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

  14.10 Jurisdiction.

  14.11 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

• INTERPRETATION

  15.1 Definitions Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Customer Default: has the meaning set out in clause 7.2. Company Materials: has the meaning set out in clause 7.1(vii). KFSF955-4 Contract: the Quotation, Purchase Order and KFS’ Terms and Conditions. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications). Delivery Location: has the meaning set out in clause 3.2. Force Majeure Event: has the meaning set out in clause 13. Goods: the test kits and any other goods that the Company may supply from time to time, if applicable. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Purchase Order: the Customer’s order for the supply of Goods and/or Services. Quotation: the Company’s quote and scope for the supply of Goods and/or Services. Services: the services supplied by the Company to the Customer as set out in the Purchase Order and/or the Quotation