TERMS & CONDITIONS OF BUSINESS OF MEDLAB PATHOLOGY
FROM 1ST JANUARY 2016
1.1 Service Responsibilities - MLP:
1.1.1 MLP agrees to provide the client with
analyses as requested on their lab request forms. Details on the
sample requirements, turnaround times can be found on www.medlabpathology.ie, clicking Test
Information and searching the A-Z list for the name of the test
1.1.2 MLP will provide free of charge to the
client MLP request forms. These are to be completed and sent with
all samples to MLP for analysis. MLP ask that the client only use
MLP request forms. In the event that a non-MLP request forms is
received from the client it will be accepted if it includes clear
demographic information including but not limited to:
- Patients' forename and surname,
- Date of birth,
- Hospital/ward/clinic name
- Reference number,
- Specimen collection date,
- Patients' physician/clinician,
- Relevant clinical details,
- Test(s) required,
- Specimen type sent
- Reporting address
The sample label itself should contain at least the following
- Patients Forename
- Patients Surname
- Date of Birth
- Hospital number
- Medical record number
1.1.3 As part of its Services MLP will, on
request, arrange for collection of Samples, from locations around
Ireland. Where possible, this service is included within the price
of the Test unless otherwise notified. Collection of Samples by
special arrangement, and may incur an additional charge. Where
collection by MLP has not been requested and agreed, the Client
will be responsible, at its own cost, for the transport of samples
1.1.4. MLP commits that all analysis on all
patient specimens will be carried out in ccordance with best
international laboratory practice in both internal and external
Quality Assurance procedures.
1.1.5 All testing offered by MLP is performed in
accredited CPA or ISO 15189 laboratories. In order to
maintain this accreditation all laboratories must show evidence of
participation and success in EQA and or inter-laboratory
1.1.6 MLP will comply fully with the European
Commission Directive 98/79/EC on In Vitro Diagnostic Medical
Devices as it applies to all test kits used.
1.1.7 The results of all analyses will be
authorised in accordance with standard laboratory procedures when
carried out by MLP on patient samples.
1.1.8 All results will be reported directly to
the client, without any third party involvement.
1.1.9 The Client will be notified of all
relevant test changes including reference ranges, specimen type,
turnaround times, price, analytical laboratory as well as notable
1.1.10 Test results with amended ranges will
include a comment advising the client to note the new reference
ranges for a period after such change.
1.2 Service Responsibilities - The Client:
1.2.1 The Client will provide MLP with the
appropriate specimens for the required analysis. The most up to
date source for these and other tests is provided at www.medlabpathology.ie
1.2.2 The Client will provide MLP with clear
demographic information including but not limited to patient name,
date of birth, hospital/ward reference, patient
physician/clinician, clinical details, tests required, specimen
type sent, reporting and billing address.
1.2.3 The Client will ensure that relevant
specimen transportation documentation is completed in full.
1.2.4 The Client will regularly review their
outstanding test referrals to MLP to ensure effective turnaround
times are maintained.
1.2.5 The Client will provide at least 90 days
notice of any intention to cease or otherwise detrimentally alter
the services provided by MLP as described in this agreement.
1.2.6 The Client will provide all reasonable
cooperation to facilitate the effective operation of this
2 DATA PROTECTION
2.1 The parties undertake to comply with the provisions of the
Data Protection Act 1988 and the Data Protection (Amendment) Act
2003 in relation to the recording and maintenance of Customer
"Customer Data" means any data relating to Customers obtained by
either party in the operation of the Business whether in electronic
or written form.
2.2 MedLab Pathology maintains all medical records for a minimum
period of either ten (10) or 30 years depending on the type of
Pathology testing. The Retention times are detailed in the
MedLab Pathology Data Retention Policy. After the required
retention time all records will be permanently removed from the MLP
databases. The MLP Policy is in compliance with the Data Protection
Acts 1988 and 2003
3.1 MLP will issue invoices monthly for
laboratory tests provided as per the agreed pricing schedule.
3.2 Invoices are normally issued on a monthly basis, but MLP
reserves the right to issue them more frequently. Invoices are
payable within 30 days of issue. At MLP's option interest may be
charged on late payment at the statutory rate prescribed from time
to time in the Late Payments of Commercial Debts (Interest) Act
1998. All payments shall be made in euro.
4 REPORTING &
4.1 Each of the parties shall provide the other
party with such reports and information relating to the provision
of outsourced laboratory tests to MLP as may reasonably be required
from time to time in addition to any provided for elsewhere in this
5.1 Termination of this agreement is subject to the terms and
conditions specified. Either party may terminate this Agreement at
any stage by giving 90 days notice in writing to the other. Each
party shall discharge its obligations to the other party up to and
including the date of expiry of the Termination Notice.
5.2 Either party may terminate this Agreement
immediately by notice in writing if the other party is in material
and continuing breach of any of its obligations under this
Agreement (including but not limited to non-payment) and fails to
remedy the breach (if capable of remedy) within an agreed period
after receipt of written notice by the other party.
5.3 Either party shall be entitled to terminate
this Agreement immediately by notice in writing in the event that
the other party ceases to carry on business in the normal course,
or enters into liquidation, whether compulsory or voluntary, other
than for the purpose of amalgamation or reconstruction, or
compounds with its creditors generally or has a receiver or
liquidator appointed over all or any of its assets or if a petition
is presented or a meeting is convened for the purposes of
considering a resolution of the winding up or suffers any similar
action in consequence of debt or becomes unable to pay its debts as
they fall due.
6 EFFECT OF TERMINATION
6.1 On the termination or expiration of this
Agreement the business arrangements will continue until all
contractual obligations have been met.
6.2 On the termination or expiration of this
Agreement clauses ('Data Protection') and ('Confidential
Information') will survive and remain in force for seven (7) years
after the date of expiry or termination whichever is the
6.3 Both parties are required to maintain all
medical records for a period of ten (10) years from the date of
medical treatment and/or testing. Any such information
requested by either party must be presented to the requesting party
as soon as reasonably practicable regardless of whether this
agreement has expired or been terminated.
7 CONFIDENTIAL INFORMATION
7.1 Each party undertakes to the other party
- it shall keep in strict confidence and shall not disclose to
any third party any Confidential Information; &
- it shall not use any Confidential Information for any purpose
other than in connection with the supply and delivery of Outsourced
Laboratory Tests or as otherwise contemplated by this Agreement;
7.2 It shall require that all of its
employees, agents and any other person it authorises to have access
to any Confidential Information will maintain the confidentiality
required by its obligations under this Clause.
7.3 For the avoidance of doubt, Confidential
Information shall not be deemed to be in the public domain merely
because it is known to a limited number of third parties having
experience in the relevant field.
7.4 The obligations imposed by this clause shall
continue to apply after the expiration or sooner termination of
this Agreement without limit in time.
"Confidential Information" means:
- any information, data, facts, intelligence and/or
material relating to the supply and delivery of Laboratory Tests to
the client; or
- any information, data, facts, intelligence and/or
material relating to this Agreement and/or document(s) referred to
in this Agreement; and
- such information, data, facts, intelligence and/or
material as one party may from time to time provide to other party,
whether orally or in writing, regarding the structure, business,
assets, liabilities, operations, personnel, budgets and strategies
of the first-mentioned party;
8.1 Hereafter, neither party may, after signing
of this Agreement, make or send a public announcement,
communication or circular concerning the transactions referred to
in this Agreement unless it is required to do so under procurement
law or has first obtained the other party's written consent.
9 ASSIGNMENT OF AGREEMENT
9.1 Neither party may assign or otherwise
transfer this Agreement without the written consent of the other
party. This Agreement shall endure to the benefit of and bind the
parties hereto and their respective legal representatives,
successors and assigns.
10.1 Each party warrants and represents that it
has the full right and authority to enter into this agreement and
that it is not aware of any impediment which would inhibit its
ability to perform the terms and conditions imposed on it.
15.2 Neither party makes any representation or
extends any warranties of any kind expressed or implied, including,
but not limited to, warranties of merchantability, fitness for a
particular purpose, or validity of any patents issued or
11.1 In the event any one or more of the
provisions contained in this Agreement or in any other instrument
referred to herein shall, for any reason, be held to be invalid,
illegal, or unenforceable, such illegality, invalidity or
unenforceability shall not affect any other provision of this
11.2 A variation of this Agreement is valid only
if it is in writing and signed by or on behalf of each party.
12 INSURANCE &
12.1 MLP will maintain the necessary insurance
cover and conditions.
13 FORCE MAJEURE
13.1 Neither party hereto shall be responsible
for any losses or damages to the other occasioned by delays in the
performance or non-performance of any of said party's obligations
when caused by Acts of God, strike, acts of war, inability of
supplies or material or labour or any other cause beyond the
reasonable control of the said party.
14 GOVERNING LAW
14.1 This Agreement is governed by, and shall be
construed in accordance with, the laws of Ireland.