Terms and Conditions

Version 1.0
Effective Date: 21 March 2025

1. CONTRACT

1.1 Applicability of Terms

These Terms and Conditions ("Terms") govern all orders for the SampleTrek sample management system and related services ("Services"). An "order" is defined as:

• A signed Purchase Order; or
• Written confirmation (including email) accepting a quoted proposal.

By submitting an order or making the first payment, you agree to be bound by these Terms to the exclusion of all other terms.

1.2 Parties

Your agreement is with SampleTrek Ltd (Company No. 16336180, Registered Address: 71-75 Shelton Street, London WC2H 9JQ, UK) for the duration of the implementation project and any subsequent hosting or maintenance services.

1.3 Quotations & Pricing

• Quotations must be accepted in writing and are valid for 30 days.
• Prices may be adjusted if increases in wages, taxes, or production costs occur. Such adjustments will:
  • Be communicated in writing with justification;
  • Not exceed 10% of the original quoted price without mutual agreement.
• All prices exclude applicable taxes unless stated otherwise.

1.4 Discounts

Discounts are contingent on timely payment. If an account becomes overdue, SampleTrek reserves the right to revoke discounts and invoice the full amount.

2. INVOICING AND PAYMENT TERMS

2.1 Payment Structure

• Initial Term (First 12 Months):
  • The total fee for the first 12-month term is payable in full upfront before work commences.
  • If the Client terminates this agreement during the initial 12-month term, SampleTrek will:
    • Refund 75% of the prorated unused portion of the term (calculated from the termination date to the end of the 12-month period).
    • Example: If termination occurs after 6 months, 50% of the term remains unused. The refund would be 75% of the 50% unused fee (i.e., 37.5% of the total upfront payment).
  • No termination fee applies if SampleTrek fails to deliver material agreed Services (e.g., system non-deployment).
• Renewal Terms (Subsequent 12-Month Periods):
  • Automatic renewal unless cancelled with 30 days’ written notice.
  • Pro-rated refunds will be issued for unused months post-cancellation.

System deployment occurs only after full payment is received.

2.2 Any costs for additional hardware must be paid in advance and must be settled before deployment. Cloud services costs are included in the pricing provided in your invoice. We cannot be held responsible for delays caused by waiting for funds to clear.

2.3 We do not offer credit terms. Invoices are payable within 30 days of the dated invoice and any late payments will incur a cost of 3% per month above the Bank of England base rate. In the event of late or missed payments, we reserve the right to suspend access to your system without notice.

2.4 Payment is acceptable by bank transfer, cash or cash equivalents.

2.5 Clients must raise objections to invoices within 7 days of the date of the invoice. Any failure to object within this period is deemed as acceptance of the invoice.

3. PROJECT WORK

• 3.1 Variances are defined as additional requests falling outside the scope of the project brief or agreed proposal, or if system requirements, designs or functionality have been signed off and change requests are made after that point. Variances will be charged at an hourly rate of GBP 250/hour and will impact your project timeline. (Or quoted for separately as a new job if expected to take more than 40 hours of labour).
• 3.2 A project brief or scope will be agreed prior to work commencing. Clients must at their own expense supply all necessary materials, data, and information to provide the services laid out in the order. We request all reference materials and requirements for a project to be supplied up front at the start of a project. We cannot be held responsible for delays caused by lack of necessary information or sign off.
• 3.3 We maintain the right to refuse any material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing or in breach of confidence, copyright, privacy or any other right, or in any way unsuitable for system implementation. We accept no responsibility for the content or data uploaded to your system.
• 3.4 A project's official start date is the date your first payment clears. Estimated delivery dates are not guaranteed. We try our best to meet deadlines; however, we cannot be held liable if the project is delayed due to issues beyond our control such as: delay in client providing information, technical issues, employee sickness, third-party issues, changes to requirements, or force majeure.
• 3.5 We will offer a reasonable amount of bug fixing (up to 10 hours/month) and support via email up to 90 days after delivery of your system. Thereafter, change requests, fixes whether bug fixes or due to misuse will be chargeable at our standard hourly rate.
• 3.6 You agree to allow us to reference your implementation as a case study on our own website and for use in our own promotion, unless explicitly agreed otherwise in writing.

4. INTELLECTUAL PROPERTY

• 4.1 We retain full ownership and title to all software, source code, designs, methodologies, templates, know-how, and systems developed or used in the provision of services, including all associated intellectual property rights.
• 4.2 Upon full and final payment, the client is granted a non-exclusive, non-transferable license to use the SampleTrek IDxSense system solely for their internal business purposes in accordance with these Terms and Conditions.
• 4.3 The client shall own all rights to the data uploaded, created, or stored within the SampleTrek system. Upon termination and subject to payment of any outstanding fees, we will provide an export of client data in a standard format.
• 4.4 All deliverables, concepts, or materials created in the course of performing the services but not incorporated into the final product will remain our exclusive property.
• 4.5 Any customizations, configurations, or modifications to the SampleTrek system created specifically for the client will be owned by us but licensed to the client as part of the system license, subject to these Terms and Conditions.
• 4.6 If a client requires transfer of intellectual property rights to the source code or underlying technology, this must be agreed separately in writing with appropriate compensation and will be subject to separate license terms.
• 4.7 Neither party shall remove any proprietary notices, labels, or marks from the other party's materials.

5. HOSTING AND SYSTEM MAINTENANCE

• 5.1 SampleTrek systems will be hosted on our secure cloud infrastructure located within the United Kingdom with hosting included in your quoted invoice price. Standard hosting includes regular backups, security monitoring, and necessary system maintenance. If you require custom hosting on your own infrastructure, you will need to provide appropriate access credentials, and we will provide a separate quotation for implementation and ongoing support services for self-hosted installations.
• 5.2 If self-hosted, you are responsible for ensuring appropriate infrastructure, security measures, and regular backups. We can provide infrastructure recommendations but cannot be held responsible for security incidents or data loss on self-hosted installations.
• 5.3 System migration. Should you wish to terminate a hosting agreement, notice must be provided in writing according to these Terms. Migration to an alternative host will incur a labour charge of GBP 250/hour for preparing files and backups which will be supplied in an appropriate format. We cannot be held responsible for installing the system on a third-party server or ensuring functionality on a third-party server. The associated admin fee for migration will be negotiated upon request.
• 5.4 For systems hosted with us, administrator access levels will be determined as part of the project scope. Full system administrator or infrastructure-level access may require a dedicated server option with different pricing.

6. GENERAL TERMS

• 6.1 This agreement may be terminated by either party by providing 30 days' written notice to the other party. Termination notices must be sent via email to shaun.chuah@sampletrek.com with confirmation of receipt. Upon termination:
  • We reserve the right to invoice for all work completed up to the termination date
  • You will be liable for any third-party costs incurred prior to cancellation
  • Access to the system will cease at the end of the notice period
  • Data export requests must be made within 14 days of termination notice
  • A termination fee of 25% of the remaining contract value will apply for early termination during the initial 12-month period
• 6.2 Complaints must be raised in a timely and constructive manner to your project contact in writing. We will endeavor to respond to and rectify any reasonable issues arising quickly and efficiently.
• 6.3 We do not implicitly offer exclusivity to any client for their defined industry. If this is required, an acceptable fee and reasonable duration will be negotiated on a case-by-case basis.
• 6.4 We warrant and represent to the Client that we will perform obligations under these Terms with reasonable skill and care. Our total aggregate liability for loss or damage suffered by you in connection with these Terms or the services shall be limited to the total amount paid by you under this agreement in the 12 months preceding the event giving rise to the claim. We specifically exclude liability for:
  • Indirect, special or consequential loss or damage
  • Loss of profits, revenue, business opportunity, anticipated savings, or goodwill
  • Loss or corruption of data (except where caused by our negligence, in which case liability is limited to reasonable costs of recovery)
  • Any losses arising from your failure to comply with these Terms
  • Any losses arising from system suspension due to overdue accounts
• 6.5 We reserve the right to make changes to these Terms and any adjustments will be provided in writing to you.

7. DATA PROTECTION AND SECURITY

• 7.1 Both parties agree to comply with all applicable data protection regulations. Client data uploaded to the SampleTrek IDxSense system remains the property of the client at all times.
• 7.2 We implement reasonable security measures to protect data within the system but cannot guarantee absolute security. Regular backups are included in hosted solutions.
• 7.3 GDPR Compliance
  SampleTrek Ltd is committed to ensuring the security and protection of personal data processed within designed systems. We adhere to the principles of the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, ensuring that personal data is:
  • Processed lawfully, fairly, and transparently.
  • Collected for specified, explicit, and legitimate purposes.
  • Adequate, relevant, and limited to what is necessary.
  • Accurate and kept up to date.
  • Retained only for as long as necessary.
  • Secured against unauthorized or unlawful processing, accidental loss, destruction, or damage.
  In the event of a data breach, we will notify affected parties within 24 hours and cooperate fully with investigations.

8. SUPPORT AND MAINTENANCE

• 8.1 Standard support is provided via email with a guaranteed response time within 2 business days. Any support requirements beyond this standard level must be negotiated upfront as part of your contract and will incur additional support fees.
• 8.2 Emergency support outside standard support hours or requiring faster response times is available at additional cost and must be agreed upon in advance as part of your support package.
• 8.3 System updates, security patches, and minor feature enhancements are included in maintenance packages. Major feature additions or significant customizations will be quoted separately.
• 8.4 Additional training, system modifications, or consulting services requested after the initial implementation period will be charged at our standard hourly rate or as specified in a separate statement of work.

9. FORCE MAJEURE

9.1 Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

10. GOVERNING LAW AND JURISDICTION

• 10.1 These Terms and Conditions and the relationship between you and SampleTrek Ltd shall be governed by and construed in accordance with the laws of England and Wales.
• 10.2 Any dispute arising under these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.

11. CONFIDENTIALITY

• 11.1 Each party agrees to keep confidential all information of a confidential nature obtained from the other party and not to disclose such information to any third party without prior written consent, except as required by law or to perform obligations under this agreement.
• 11.2 The confidentiality obligations shall not apply to information, which is publicly available, was known to the receiving party prior to disclosure, or is independently developed by the receiving party.
• 11.3 These confidentiality obligations shall survive the termination of this agreement for a period of three (3) years.

12. SEVERABILITY

12.1 If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court, the remaining provisions shall remain in full force and effect.

13. ASSIGNMENT

• 13.1 The Client shall not assign, transfer, subcontract, or in any other manner make over to any third party the benefit and/or burden of this agreement without the prior written consent of SampleTrek Ltd, such consent not to be unreasonably withheld.
• 13.2 SampleTrek Ltd may transfer, assign, or novate this agreement to any person, firm, or company who acquires all or substantially all of its business or assets to which this agreement relates, provided that the assignee undertakes to the Client to be bound by and observe the provisions of this agreement.
• 13.3 In the event of a change of control of the Client (where "control" means the ability to direct the affairs of another whether by virtue of contract, ownership of shares, or otherwise howsoever), SampleTrek Ltd shall be entitled to terminate this agreement by giving 30 days' written notice to the Client.

14. ENTIRE AGREEMENT

• 14.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• 14.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
• 14.3 Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.