Certior Health Terms and Conditions of Sale of Goods and Provision of Services:

Consumer Terms and Conditions

• For users of the service an advance payment is required for confirmation of the booking through the website.
• Any variation, cancellation or waiver of the booking can be made upon request by reaching out to customer service at the email provided and only up to 24 hours before your appointment. In this event, a full refund will be issued. Cancelled within 24 hours, bookings are non-refundable.
• Certior Health shall process all tests in accordance with the Manufacturer’s Instructions for Use (IFU) and where required Certior Health shall report test results to the relevant health authority as per the Infectious Disease Regulations.
• All tests carried out by Certior Health are screening tests and not clinical diagnostic tests. Under no circumstances should clinical decisions be solely made on the basis of test results that are derived from tests processed by Certior Health.
• In certain instances, the test may not always give a clear ‘Detected’ or ‘Not Detected’ result and interpretation is required to determine the presence of SARS-CoV-2 the virus that causes Covid-19. This may be due to (1) an Unclear or indeterminate result or (2) an invalid or inhibitory result. If you get an unclear / indeterminate result you will be contacted by the lab to arrange for a retest 24-48 hours after your initial test. For the avoidance of doubt all retests are treated as a new test.
• For group bookings, a no show cannot be refunded as stated earlier. For the avoidance of doubt any tests that are processed, whether used to test a person or not, are deemed to be consumed.
• Certior Health endeavours to deliver the test results in the time defined ie. 4-8 hours. However, in certain circumstances a retest may be required as stated above in which case the time may exceed and it is not the liability of Certior Health.
• All results and data provided by the Test results are for informational purposes only;
• Testing for the presence of a molecular pathogen such as SARS-CoV-2 RNA is technically challenging and relies on the quality of the sample collection and the appropriate transportation and processing of the test, hence the test results will not always be 100% reliable;
• A negative (not detected) test result does not exclude infection and you must continue to follow current health guidelines by the Regulatory Authorities.
• A positive test result of an individual will be reported to the HSE as per the Infectious Disease Guidelines.
• Certior Health assures you that patient confidentiality will be maintained and the EU GDPR regulations will be adhered to, to the effect that all Certior Health employees have signed policies for the same.
• Certior Health shall not in any circumstances whatsoever (whether by reason of negligence, breach of contract, misrepresentation or otherwise) be liable for any economic loss, damage or expense, whether direct, indirect or consequential (including, without prejudice to the generality of the foregoing, loss of profits, business interruption, loss of goodwill or reputation) arising out of or in any way connected with the delivery and/or sale and/or use of the Service whether by the Users/Patients or by any third party.
• In no event Certior Health shall be liable for any direct, indirect, consequential or incidental damages, including loss of profits, or for any claim by any third party, arising out of the use, the results of use or the inability to use the Tests by the User/Patient.
• Nothing in this clause shall be taken to limit or restrict Certior Health’s liability (i) for personal injury or death resulting from the negligence of Certior Health, its employees and agents; or (ii) for fraud or fraudulent misrepresentation or for any other matter for which it would be illegal for Certior Health to exclude, limit or attempt to exclude or limit its liability.
• The total aggregate liability of Certior Health howsoever arising in connection with any Confirmed Booking/Payment whether for negligence or breach of terms or otherwise shall in no event exceed the value of the Services sold by Certior Health.
• Users/Patients agree to indemnify and hold Certior Health harmless from and against any claims, costs, expenses, and damage arising out of the abnormal or improper use, misuse or neglect of the service or any breach of these terms and conditions or default on the part of the user/patient.
• Publicity and Announcements: From the date of the Confirmed Booking and unless specifically prohibited in the booking, then the Client may publicly refer to Certior Health as a service provider.
• Indemnity: Users/Patients shall fully indemnify and hold each other and the officers, directors and employees of the same harmless from and against any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and related costs) arising out of the breach of any representation, warranty, agreement or undertaking made by the indemnifying Party in this Agreement.
• Non-Partnership: Nothing contained herein shall be deemed to create, and Certior Health and User/Patient do not intend to create, any relationship of agency or other fiduciary relationship, partnership or joint venture, nor shall any similar relationship be deemed to exist between Certior Health and User/Patient other than the relationship expressly provided in these terms. This applies notwithstanding any title that may be given to Certior Health in its performance of the Services.
• Entire TnC: These terms represent the entire understanding, and constitute the whole agreement, in relation to the subject matter, between the parties with respect thereto and without prejudice to the generality of the foregoing excludes any warranty, condition or other undertaking implied at law or by custom. Each Party confirms that, except as provided in this Agreement and without prejudice to any liability for fraudulent misrepresentation, no Party has relied on any representation or warranty or undertaking which is not contained in this Agreement or any document referred to in it or which was made by any other party who is not a party to this Agreement and no Party shall have any remedy in respect of misrepresentation or untrue statement made by any other party unless and to the extent that a claim lies under this Agreement.
• Third Party Rights: The Parties do not intend that any terms of this Agreement should be enforceable, under the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party hereto, nor is any term intended to confer any benefit on any third party (whether referred to herein by name, class, description or otherwise).
• Governing Law and Jurisdiction: This Agreement (including any non-contractual matters and obligations) shall be governed by and construed in accordance with Irish law and the Parties hereby submit to the exclusive jurisdiction of the Irish Courts in respect of any dispute arising under or in connection with this Agreement. The terms for patient consent are available on the booking system.

The terms are as follows:

“Consent To Test I consent and authorise Certior Health Ltd to conduct a COVID-19 diagnostic test involving the collection of an appropriate sample through a nose and throat swab. I Understand the Risks I understand that there are risks associated with undergoing any such COVID 19 test to include minor swabbing trauma such as nasal bleeding/irritation. I accept that, as with any COVID-19 test, there is the potential for a false positive or false negative COVID-19 test result. Not an Indication of Immunity. I understand that a positive/detected and/or negative/not detected test is not an indication that I am immune to COVID-19 and therefore I will continue to behave as if I might contract or transmit the infection. I Will Take Appropriate Action. I assume complete and full responsibility to take appropriate action with regard to my test results. I will provide my COVID-19 test result to my GP. I will seek medical advice, care and treatment from my medical provider if I have questions or concerns, or if my condition worsens. No Liability I understand that Certior Health Ltd or any third party does not accept potential liability arising from this COVID-19 test, to the extent that is permitted by law, to include but not limited to any potential liability arising from any minor swabbing trauma such as nasal bleeding/irritation and/or false positive or false negative test results. I understand that neither Certior Health Ltd nor any third party accepts liability for any missed flights/ferries/travel accommodation due to late or inaccurate results. Process and Sharing of Data By authorising Certior Health Ltd to conduct a COVID-19 diagnostic test, I note that Certior Health Ltd will be processing my personal data for the purposes of medical diagnosis and research, and will be obliged to share a positive test result and my personal data with the HSE. Sharing with HSE in line with Infectious Disease Regulations, I consent to my COVID-19 test result being shared with the HSE. Statistical and Auditing Requirements I understand that my test result may be used in a breakdown of percentages report which may be shared with third parties for statistical and audit purposes but I understand that this is not considered to be personal data as I will not be identified in any such report.”

Corporate Terms and Conditions

• An Accepted Quote together with these Terms and Conditions constitutes a binding Agreement between Certior Health and the Client, where the Client agrees to purchase Goods and/or Services defined in the Certior Health Accepted Quote pursuant to these
  Standard Terms and Conditions.
• Each Quote for Goods and/or Services by the Client shall be deemed to be an offer by the Client to purchase Goods and Services subject to these Terms and Conditions.
• Client shall be deemed to have accepted a Quote and these Terms and Conditions when an authorised representative of the Client has approved the Quote.
• Any variation, cancellation or waiver of these Terms and Conditions shall only be effective if made in writing and signed by a duly authorised representative of Certior Health. For the avoidance of doubt, Certior Health’s delivery drivers, and on-site operational staff are not so authorised.
• Payment for all Goods and Services are to be made in accordance with the terms as described in the Accepted Quote.
• Certior Health shall provide testing-as-a-service as defined in the Accepted Quote in terms of dates, times and numbers of tests to be consumed.
• All tests carried out by Certior Health are conducted on behalf of the Client, as part of the Client’s occupational health service to it’s employees.
• Certior Health shall process all tests in accordance with the Manufacturers Instructions for Use (IFU) and where required Certior Health shall report test results to the relevant health authority as per the Infectious Disease Regulations.
• The Client acknowledges that all tests carried out by Certior Health are screening tests and not clinical diagnostic tests. Under no circumstances should clinical decisions be solely made on the basis of test results that are derived from tests processed by Certior Health.
• In certain instances, the test may not always give a clear ‘Detected’ or ‘Not Detected’ result and interpretation is required to determine the presence of SARS-CoV-2 the virus that causes Covid-19. This may be due to (1) an Unclear or indeterminate result or (2) an invalid or inhibitory result. If you get an unclear / indeterminate result you will be
  contacted by the lab to arrange for a retest 24-48 hours after your initial test. For the avoidance of doubt all retests are treated as a new test.
• The number of tests committed to in the Accepted Quote shall relate to the number of tests consumed, and not the number of people tested. For the avoidance of doubt any tests that are processed, whether used to test a person or not, are deemed to be consumed.
• Client shall provide suitable testing area accommodation for Certior Health personnel and equipment to set-up and operate testing-as-a-service. Certior Health requires a clean, dust-free, climate-controlled office environment, one desk per PCR machine, seating, power and a reliable enterprise grade Internet connection.
• Testing is provided on behalf of the Client, and it is the responsibility of the Client to:
  A. carry out any risk assessment in relation to potential COVID-19 infection; and
  B. define their own testing processes to fit their specific requirements, to reduce risk of COVID-19 infections, both prior and post testing (including when test results are inconclusive); and
  C. communicate to all relevant employees, contractors and guests that they will be tested and how to prepare for such testing; and
  D. inform all relevant employees, contractors and guests when and where they will be tested; and
  E. manage the flow of people to the testing area; and
• Certior Health shall endeavour to deliver the defined number of tests per day in the time defined in the Accepted Quote however, where there are insufficient numbers of people to test at the agreed times, or the working conditions do not permit it, fewer people may be tested. In such circumstances, the Client shall not be due any refund. In such circumstances, the Client shall not be due any refund. In the event the individuals being tested are paying directly for the tests, and the number of tests required are more than 10% less than the number of tests booked, the client will be responsible for the cost of the unused tests.
• The Client can amend the number of tests required at no cost up to 48 hours prior to the test date.
• Certior Health shall perform the defined number of tests between 09:00 to 17:00, which are Certior Health’s standard Testing-As-A-Service hours. These hours may be varied when specified on the Accepted Quote. If the Client wishes Certior Health to continue testing beyond the standard Testing-As-A-Service hours or any other agreed hours specified on
  the Accepted Quote, Certior Health, upon its sole discretion, may choose to do so. However, additional charges may be payable by Client.
• Where the number of people tested is below the planned number for the Accepted Order, Client may request to be given any unused the Tests test kits for their own use and Certior Health shall provide to Client any unused tests, provided such request is made while Certior Health is still working on-site.
• The Parties acknowledge that due to capacity constraints, where the number of people tested is below the planned number for the day, for any reason, it may not be possible to reschedule such tests on subsequent days.
• The Client shall be liable for any additional costs that may arise out of any change of location or date or time that many occur once the Testing-As-A-Service Quote has been accepted by the Client.
• All pricing provided by Certior Health for the provision of Testing-As-A-Service assumes use of the Yoti app by testees and Yoti testing application. Where testees do not use the Yoti app, or the Client does not wish to use the Yoti testing application, then additional charges may be applied by Certior Health.
• The Client acknowledges and agrees that:
  A. professional medical advice is required to provide a diagnosis of an individual’s health, and technology alone cannot provide such a diagnosis and is not a substitute for professional medical advice;
  B. all results and data provided by the Tests are for informational purposes only;
  C. testing for the presence of a molecular pathogen such as SARS-CoV-2 RNA istechnically challenging and relies on the quality of the sample collection and the appropriate transportation and processing of the test, hence the test results will not always be 100% reliable;
  D. a negative (not detected) test result does not exclude infection and you must continue to follow current health guidelines by the Regulatory Authorities.
  E. A positive test result of an individual will be reported to the HSE as per the Infectious Disease Guidelines.
  F. Certior Health assures you that patient confidentiality will be maintained and the EU GDPR regulations will be adhered to, to the effect that all Certior Health employees have signed policies for the same.
• A positive test result of an individual for a corporate client will only be disclosed to the client if they inform us in writing they have approval from employees to share test results, and it is the responsibility of the client to ensure that they have an undertaking from their employees being provided with the test result.
• Both Parties are aware that in the course of the negotiations, preparation, and delivery of testing-as-a-service and/or training and/or purchasing of the Tests they will each have access to and be entrusted with information in respect of the business and operation of the other and their dealings, transactions and affairs, all of which information is or may be Confidential Information, except where it is Excluded Information. Where one Party “the receiving party” obtains Confidential Information of the other Party “the disclosing party” in connection with the performance of this Agreement, the receiving party shall keep the Confidential Information confidential, shall only use the Confidential Information for the purposes of enabling the performance of the Agreement and shall not disclose the Confidential Information to any third-party except where:
• the disclosing party has consented in writing to the disclosure; or
• the receiving party is required to disclose by law; or
• the disclosure is made to the receiving party’s contractors or Affiliates in order to fulfil its obligations under this Agreement, subject to their being bound by a duty of confidentiality equivalent to the obligation of the receiving party under the Agreement;

or

• The disclosure is made to the receiving party’s professional advisors, auditors and insurers, subject to their being bound by a duty of confidentiality equivalent to the obligation of the receiving party under the Agreement.
• Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this Agreement are granted to the other Party, or to be implied from this agreement. For the avoidance of doubt all pricing information is deemed to be Confidential Information.
• Client acknowledges that the Intellectual Property Rights of all the marketing materials related to the Tests belong to the Manufacturer.
• The Parties hereby warrant, represent and undertake to each other that they have the right to enter into and fully perform this Agreement and that it will remain in full compliance with all applicable Laws and rules, including any applicable data protection or privacy laws throughout the Term.
• The Client hereby warrants that it shall not resell any the Tests supplied by Certior Health.
• Certior Health shall not in any circumstances whatsoever (whether by reason of negligence, breach of contract, misrepresentation or otherwise) be liable for any economic loss, damage or expense, whether direct, indirect or consequential (including, without prejudice to the generality of the foregoing, loss of profits, business interruption, loss of goodwill or reputation) arising out of or in any way connected with the delivery and/or sale and/or use of the Goods or Service whether by the Client or by any third party.
• In no event Certior Health shall be liable for any direct, indirect, consequential or incidental damages, including loss of profits, or for any claim by any third party, arising out of the use, the results of use or the inability to use the Tests by Client.
• Nothing in this clause shall be taken to limit or restrict Certior Health’s liability (i) for personal injury or death resulting from the negligence of Certior Health, its employees and agents; or (ii) for fraud or fraudulent misrepresentation or for any other matter for which it would be illegal for Certior Health to exclude, limit or attempt to exclude or limit its liability.
• The total aggregate liability of Certior Health howsoever arising in connection with any Accepted Quote whether for negligence or breach of contract or otherwise shall in no event exceed the value of the Goods and/or Services sold by Certior Health.
• Client agrees to indemnify and hold Certior Health harmless from and against any claims, costs, expenses, and damage arising out of the abnormal or improper use, misuse or neglect of the Goods or any breach of these terms and conditions or default on the part of the Client.
• Publicity and Announcements: From the date of the Accepted Quote and unless specifically prohibited in the Accepted Quote, then the Client may publicly refer to Certior Health as a supplier and Certior Health may publicly refer to Client as a client.
• Indemnity: The Parties shall fully indemnify and hold each other and the officers, directors and employees of the same harmless from and against any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and related costs) arising out of the breach of any representation, warranty, agreement or undertaking made by the indemnifying Party in this Agreement.
• Non-Partnership: Nothing contained herein shall be deemed to create, and Certior Health and Client do not intend to create, any relationship of agency or other fiduciary relationship, partnership or joint venture, nor shall any similar relationship be deemed to exist between Certior Health and Client other than the contractual relationship expressly provided in this Agreement. This applies notwithstanding any title that may be given to Certior Health in its performance of the Services.
• Entire Agreement: This Agreement represents the entire understanding, and constitutes the whole agreement, in relation to the subject matter, and supersedes any previous agreement between the parties with respect thereto and without prejudice to the generality of the foregoing excludes any warranty, condition or other undertaking implied at law or by custom. Each Party confirms that, except as provided in this Agreement and without prejudice to any liability for fraudulent misrepresentation, no Party has relied on any representation or warranty or undertaking which is not contained in this Agreement or any document referred to in it or which was made by any other party who is not a party to this Agreement and no Party shall have any remedy in respect of misrepresentation or untrue statement made by any other party unless and to the extent that a claim lies under this Agreement.
• Third Party Rights: The Parties do not intend that any terms of this Agreement should be enforceable, under the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party hereto, nor is any term intended to confer any benefit on any third party (whether referred to herein by name, class, description or otherwise).
• Governing Law and Jurisdiction: This Agreement (including any non-contractual matters and obligations) shall be governed by and construed in accordance with Irish law and the Parties hereby submit to the exclusive jurisdiction of the Irish Courts in respect of any dispute arising under or in connection with this Agreement.