Terms and Conditions

1. INTERPRETATION AND DEFINITIONS

1.1 Definitions:

• “Agreement” means these Terms and Conditions together with any executed Order Form or Statement of Work (SOW).
• “Applicable Law” means all applicable laws, statutes, regulations, and codes from time to time in force in the United Kingdom, including CQC regulations, Data Protection Legislation, and health and safety standards.
• “Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
• “Customer” means the business, healthcare provider, clinic, or corporate entity purchasing Services from Phlebotomy Services Ltd, as identified in the Order Form.
• “Customer Data” means personal data, medical records, booking specifications, and patient request information provided by the Customer or Patients to Phlebotomy Services Ltd.
• “Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018, and all other applicable privacy and data protection legislation.
• “Fees” means the charges payable by the Customer for the supply of the Services as set out in the Order Form or applicable rate cards.
• “Order Form” means the schedule, online booking confirmation, or order document executed by the parties specifying the Services to be provided.
• “Patient” means the individual recipient of phlebotomy or home health sampling services requested by the Customer.
• “Phlebotomist” or “Practitioner” means a qualified healthcare professional, phlebotomist, or nurse engaged or dispatched by Phlebotomy Services Ltd to perform the Services.
• “Phlebotomy Services Ltd” (“PSL”) means Phlebotomy Services Ltd, registered in England and Wales.
• “Services” means the mobile phlebotomy, blood sample collection, specimen handling, logistics dispatch, and related healthcare support services provided by PSL under this Agreement.

2. PROVISION OF SERVICES

2.1 PSL shall provide the Services to the Customer in accordance with the terms of this Agreement and any applicable Order Form.

2.2 PSL warrants and undertakes that:

• (a) It will perform the Services with reasonable skill and care and in accordance with accepted clinical standards and UK healthcare best practice;
• (b) All Practitioners dispatched are appropriately trained, insured, qualified, and hold relevant certifications (including enhanced DBS checks where required);
• (c) It will maintain necessary regulatory compliance required for the logistics and execution of blood sample collection.

2.3 Nature of Platform & Dispatch: PSL operates an automated/managed dispatch infrastructure to assign qualified Practitioners to requested appointments. PSL will make reasonable commercial efforts to fulfill requested appointment time slots but does not guarantee fulfillment if no qualified Practitioner is available in the target geographic area.

2.4 Laboratory Testing Disclaimer: Unless explicitly agreed in writing within an Order Form, PSL’s scope is strictly limited to blood draw, patient interaction, initial specimen handling, and sample transport/dispatch to the designated laboratory. PSL is not liable for downstream laboratory analysis errors, test result delays, or sample degradation occurring after verified handover to the courier or laboratory.

3. CUSTOMER OBLIGATIONS AND PATIENT SAFETY

3.1 The Customer shall:

• (a) Provide accurate, complete, and timely Patient information, including delivery addresses, special medical conditions, risk factors, and required test specifications (e.g., tube types, fasting requirements);
• (b) Ensure that the Patient (or their legal guardian) has granted informed consent for the phlebotomy procedure and data sharing in accordance with Data Protection Legislation;
• (c) Ensure a safe physical environment for the Practitioner when attending home or site visits arranged directly by the Customer;
• (d) Cooperate reasonably with PSL in all matters relating to the Services.

3.2 Refusal of Service: A Practitioner reserves the absolute right to refuse or terminate a blood collection procedure if:

• (a) The Patient displays aggressive, threatening, or unsafe behavior;
• (b) The environmental conditions pose a health and safety risk to the Practitioner;
• (c) In the Practitioner’s clinical judgment, performing the draw poses an undue health risk to the Patient (e.g., severe vein compromise, acute distress).

In such instances, the full appointment Fee remains payable by the Customer.

4. FEES, INVOICING, AND PAYMENT

4.1 The Fees for the Services shall be specified in the applicable Order Form or standard B2B rate card.

4.2 Invoices shall be issued monthly in arrears (or as otherwise specified in the Order Form). The Customer shall pay each invoice in full within thirty (30) days of the date of the invoice to the bank account nominated by PSL.

4.3 Late Payment: If the Customer fails to make a payment by the due date, PSL reserves the right to:

• (a) Charge interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time;
• (b) Suspend the provision of further Services (including booking access) until all outstanding amounts are paid in full.

4.4 Cancellations & Rescheduling:

• (a) Cancellations made by the Customer or Patient with greater than 24 hours’ notice before the scheduled appointment window shall incur no fee.
• (b) Cancellations or rescheduling requests made within less than 24 hours’ notice of the scheduled appointment window will be charged at 100% of the applicable appointment Fee.
• (c) If a Patient is absent, unresponsive, or unavailable at the specified address within 15 minutes of the Practitioner’s arrival (“No-Show”), the full appointment Fee remains payable.

5. NON-SOLICITATION AND PRACTITIONER PROTECTION

5.1 The Customer acknowledges that PSL incurs significant costs in recruiting, vetting, training, and managing its network of Practitioners.

5.2 During the term of this Agreement and for a period of twelve (12) months thereafter, the Customer shall not, directly or indirectly, solicit, entice away, engage, or contract with any Practitioner who has provided Services on behalf of PSL to the Customer under this Agreement.

5.3 Non-Solicitation Remedy: If the Customer breaches clause 5.2, the Customer agrees to pay PSL a liquidated damages sum equal to six (6) months of the total average monthly billing generated by that Practitioner for PSL, or a fixed recruitment fee of £10,000 per Practitioner (whichever is greater), which the parties agree represents a genuine pre-estimate of PSL’s loss.

6. DATA PROTECTION AND CONFIDENTIALITY

6.1 Both parties shall comply with all applicable requirements of the Data Protection Legislation.

6.2 Where PSL processes Patient Personal Data on behalf of the Customer in the performance of its obligations, PSL acts as a Data Processor and the Customer acts as the Data Controller. The specific details of data processing are governed by PSL’s standard Data Processing Addendum (DPA) incorporated herein by reference.

6.3 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by law or with written consent.

7. LIMITATION OF LIABILITY

7.1 Nothing in this Agreement shall limit or exclude either party’s liability for:

• (a) Death or personal injury caused by its negligence;
• (b) Fraud or fraudulent misrepresentation;
• (c) Any other liability which cannot be excluded or limited by applicable UK law.

7.2 Subject to clause 7.1, PSL’s total cumulative liability to the Customer in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with this Agreement shall be limited to the total Fees paid by the Customer to PSL in the six (6) months preceding the event giving rise to the claim.

7.3 Subject to clause 7.1, PSL shall not be liable to the Customer for any indirect or consequential losses, including loss of profit, loss of business, loss of goodwill, or loss of anticipated savings.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date specified in the Order Form and shall continue until terminated in accordance with its terms.

8.2 Either party may terminate this Agreement without cause by giving at least thirty (30) days’ prior written notice to the other party.

8.3 Either party may terminate this Agreement with immediate effect by giving written notice if:

• (a) The other party commits a material breach of any term of this Agreement which is irremediable or (if remediable) fails to remedy that breach within fourteen (14) days of notice;
• (b) The other party takes any step or action in connection with entering administration, liquidation, or any insolvency proceeding.

9. GENERAL PROVISIONS

9.1 Force Majeure: Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control (including severe weather, pandemic, transport strikes, or civil emergency).

9.2 Variation: No variation of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

9.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them.

9.4 Governing Law and Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England shall have exclusive jurisdiction.

Contact Information

For queries regarding these Terms and Conditions or B2B contractual matters, please contact:

Phlebotomy Services Ltd