Terms Of Service

1. GENERAL

a) ACORN WATER LTD T/A H2OLABCHECK will provide the Services described in the accompanying tender, quotation, or email to the Registered Partner lab, which together with these terms and conditions will hereafter be called the ’Agreement’.

b) This Agreement will be binding on the Registered Partner lab from the date the Agreement is accepted by the Registered Partner lab in writing, through the processing of an order for, or receipt of samples for analysis based upon this Agreement.

 

2. PROVISION OF SERVICES

a) ACORN WATER LTD T/A H2OLABCHECK will provide the publishing Services by exercising the same degree of skill, care and diligence that would be exercised by professional service providers in similar circumstances.

b) The Registered Partner lab acknowledges that it is the Registered Partner lab’s sole responsibility to make its own assessment of the suitability for any purpose of the Services, detection limits and confidence intervals inherent in ACORN WATER LTD T/A H2OLABCHECK’s standard testing methodology, the ACORN WATER LTD T/A H2OLABCHECK Report and its contents. All data and ACORN WATER LTD T/A H2OLABCHECK Reports relate to the sample tested only.

c) If the Registered Partner lab requires the Services to be performed by specific test method, or requires detection limits and/or confidence different to those inherent in ACORN WATER LTD T/A H2OLABCHECK’s standard testing methodology, then the Registered Partner lab must advise ACORN WATER LTD T/A H2OLABCHECK of such needs prior to submission of samples.

d) ACORN WATER LTD T/A H2OLABCHECK may subcontract all or part of the Services and the Registered Partner lab consents to ACORN WATER LTD T/A H2OLABCHECK disclosing all information (including Confidential Information) of the Registered Partner lab to that subcontractor necessary for the performance of the Service.

e) ACORN WATER LTD T/A H2OLABCHECK reserves the right to develop methods internally and automatically insource any subcontracted analytical services listed in this Agreement upon achieving equivalent LODs, accreditation and service levels.

 

3. FEES AND PAYMENT

a) Payments are made automatically on the 15th of each month following work completed and approved by H2OStaff in the previous month), unless negotiated otherwise prior to submission of samples. Any such variance from the standard payment terms must be stipulated separately in writing in the Agreement.

b) All prices quoted by the registered partner lab are exclusive of VAT unless stated otherwise. Payments will be executed to include the local VAT rates. The registered partner lab will be requested to confirm their local VAT rate and VAT# prior to payments being processed.

 

4. LIMITATION OF LIABILITY

a) To the full extent permitted by law, ACORN WATER LTD T/A H2OLABCHECK excludes all warranties, terms, conditions or undertakings (Terms), whether expressed or implied, in relation to the Services, the ACORN WATER LTD T/A H2OLABCHECK Report, or its contents. Where any legislation implies any Terms in this Agreement that cannot be modified or excluded then, such Terms shall deem to be included. However, to the full extent permitted by law, ACORN WATER LTD T/A H2OLABCHECK’s liability to the Registered Partner lab for any breach of any Terms that cannot be excluded by law is limited at ACORN WATER LTD T/A H2OLABCHECK’s option to the re-performance of the Services or the refund of the fee for the Services.

b) The Registered Partner lab hereby releases and indemnifies and shall continue to release and indemnify ACORN WATER LTD T/A H2OLABCHECK, its officers, employees and agents from and against all actions, claims (actual or threatened), proceedings (including proceedings where ACORN WATER LTD T/A H2OLABCHECK is joined pursuant to any proportionate liability regime, whether under common law or any federal, state, or territory legislation) or demands (including any costs and expenses in defending or servicing same) which may be brought against it or them, in respect of any loss (including Consequential Loss), death, injury, illness or damage to persons or property, and whether direct or indirect and in respect of any breach of any industrial or intellectual property rights, howsoever arising out of the use of, reliance on, or benefit of, the Services provided by ACORN WATER LTD T/A H2OLABCHECK

c) Notwithstanding any other provision of the Agreement, and except to the extent that liability cannot be limited or excluded by law:

i) ACORN WATER LTD T/A H2OLABCHECK will not be liable to the Registered Partner lab or any other person for any special, indirect or consequential loss, loss of profits, or economic loss, arising from the Registered Partner lab’s use of, reliance on, or benefit of, the Services provided by ACORN WATER LTD T/A H2OLABCHECK;

ii) ACORN WATER LTD T/A H2OLABCHECK’s cumulative liability to the Registered Partner lab for any loss or damage whatsoever which arises under or in connection with this Agreement or the provision of Services (excluding loss or damage to real or personal property, or personal injury to persons), and whether by way of an indemnity or statute, in tort (for negligence or otherwise), or on any other basis in law or equity, is limited to the value of the Services provided; and

iii) ACORN WATER LTD T/A H2OLABCHECK’s cumulative liability to the Registered Partner lab for any loss or damage to real or personal property whatsoever which arises under or in connection with this Agreement or the provision of Services, and whether by way of an indemnity or statute, in tort (for negligence or otherwise), or on any other basis in law or equity, is limited by its Insurance.

 

5. REGISTERED PARTNER LABS OBLIGATIONS

a) The Registered Partner lab will ensure that all personnel, information, samples, access to site facilities, assistance, records, documentation and facilities needed by ACORN WATER LTD T/A H2OLABCHECK to perform the Services, are available when reasonably required by ACORN WATER LTD T/A H2OLABCHECK.

b) The Registered Partner lab will give written notice to ACORN WATER LTD T/A H2OLABCHECK of all known safety or health hazards and special procedures applicable to the performance of the Services, and the safe handling, testing, storage, transport and disposal of samples submitted to the registered partner lab (including whether or not the disposal of samples may cause contamination) or the Registered Partner lab’s facilities or infrastructure in which ACORN WATER LTD T/A H2OLABCHECK is partly or wholly performing the Services. ACORN WATER LTD T/A H2OLABCHECK may in its absolute discretion, refuse to provide part or all of the Services where it determines that the provision of part or all of the Services may pose a health or safety hazard.

c) The Registered Partner lab must take all necessary steps to remove or remedy any known safety or health hazards, or any obstacles to or anything that is likely to interrupt the performance of the Services by ACORN WATER LTD T/A H2OLABCHECK.

d) Sample disposal charges must be factored into the price of testing.

 

6. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION

a) All ACORN WATER LTD T/A H2OLABCHECK IP will remain the property of ACORN WATER LTD T/A H2OLABCHECK. ACORN WATER LTD T/A H2OLABCHECK grants to the Registered Partner lab a world-wide, non-exclusive, royalty free licence to use ACORN WATER LTD T/A H2OLABCHECK IP for the purpose agreed to between the Registered Partner lab and ACORN WATER LTD T/A H2OLABCHECK to the extent that it is needed for the enjoyment and benefit of the Services.

b) Neither ACORN WATER LTD T/A H2OLABCHECK nor the Registered Partner lab will disclose Confidential Information of the other party to any third party without the prior written consent of the other party, unless required by law or the rules of a relevant stock exchange. ACORN WATER LTD T/A H2OLABCHECK and the Registered Partner lab will only use Confidential Information of the other party for the purpose of the supply of the Services.

c) Any report, findings, results, statement, certification issued by (ACORN WATER LTD T/A H2OLABCHECK Report) is issued on the basis of testing of samples or materials, information, or documents provided by, or on behalf of, the Registered Partner lab. The Registered Partner lab will indemnify and hold harmless ACORN WATER LTD T/A H2OLABCHECK, its officers, employees, agents and subcontractors for any claim whatsoever in relation to any ACORN WATER LTD T/A H2OLABCHECK Report arising from unclear, erroneous, incomplete, misleading or false information provided to ACORN WATER LTD T/A H2OLABCHECK; or arising from any incorrect or defective materials or samples provided to ACORN WATER LTD T/A H2OLABCHECK.

d) Each ACORN WATER LTD T/A H2OLABCHECK Report is:

i) issued using detection limits and confidence intervals inherent in ACORN WATER LTD T/A H2OLABCHECK’s testing methodology;

ii) contains ACORN WATER LTD T/A H2OLABCHECK’s results on those samples or specific materials H2Olabcheck only;

iii) solely for the benefit of the Registered Partner lab, its officers and employees; and

iv) prepared at the request/submission of results of the Registered Partner lab for the purpose agreed between the Registered Partner lab and ACORN WATER LTD T/A H2OLABCHECK, and the Registered Partner lab may disclose the report to a third party for that purpose only, but ACORN WATER LTD T/A H2OLABCHECK does not accept any responsibility or liability (including, without limitation, liability for negligence) to that third party.

e) The Registered Partner lab indemnifies ACORN WATER LTD T/A H2OLABCHECK, its directors, employees, agents, consultants, contractors, successors in title and assigns against any claim made against any or all of them by third parties arising out of either the disclosure of any ACORN WATER LTD T/A H2OLABCHECK Report, directly or indirectly by the Registered Partner lab, to a third party; or any reproduction or publication of an extract of any ACORN WATER LTD T/A H2OLABCHECK Report.

f) The Registered Partner lab acknowledges and agrees that any action, inaction, or decision of the Registered Partner lab in response to the ACORN WATER LTD T/A H2OLABCHECK Report will be determined by the Registered Partner lab. Neither ACORN WATER LTD T/A H2OLABCHECK nor any of its officers, employees, agents, or subcontractors will be liable to the Registered Partner lab or any third party for any action or inaction of the Registered Partner lab in response to any ACORN WATER LTD T/A H2OLABCHECK Report.

 

7. TERMINATION

a) ACORN WATER LTD T/A H2OLABCHECK may suspend or terminate its obligations under this Agreement if (a) monies payable to the registered Partner lab are outstanding 60 days or more (unless otherwise agreed) after the date of invoice, (b) other substantial breach by the Registered Partner lab of their obligations under the Agreement, which breach is not remedied within 30 days of written notice the breach to be remedied, or (c) by giving the Registered Partner lab 60 days written notice of ACORN WATER LTD T/A H2OLABCHECK’s intention to terminate.

b) The Registered Partner lab may terminate its obligations under this Agreement in the event of a substantial breach by ACORN WATER LTD T/A H2OLABCHECK of its obligations under the Agreement, which breach has not been remedied within 30 days of written notice to ACORN WATER LTD T/A H2OLABCHECK.

c) If ACORN WATER LTD T/A H2OLABCHECK, acting reasonably, suspects that the Registered Partner lab is insolvent or is having difficulties paying its debts as and when they become due, or the Registered Partner lab is insolvent, ACORN WATER LTD T/A H2OLABCHECK may give written notice to the Registered Partner lab of ACORN WATER LTD T/A H2OLABCHECK’s intention to immediately suspend or terminate is obligations under this Agreement.

d) In the event of termination, ACORN WATER LTD T/A H2OLABCHECK is entitled to be paid for all work performed before the date of termination and for any unavoidable commitments entered into by ACORN WATER LTD T/A H2OLABCHECK before the date of termination.

8. MISCELLANEOUS

a) Any provision of this Agreement that is illegal, invalid or unenforceable will be severed to the extent that it is illegal, invalid or unenforceable, with the remainder of the Agreement continuing in full force.

b) This Agreement is governed by the law of the Irish state or territory in which the Services are provided, and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of that place.

c) ACORN WATER LTD T/A H2OLABCHECK will retain Registered Partner lab data for five (5) years only from the date of initial registration.

d) All communications in regards to samples are to be directed only to the H2OLabcheck administrators. At no point should clients be directly contacted by the registered partner lab.

e) It is agreed by the registered partner lab that H2Olabcheck may make use of its address insofar as to advertise online the products and services of H2OLabcheck.

 

9. DEFINITIONS

a) H2OLABCHECK is a registered business name of Acorn Water Ltd. Directors: Eileen Holland(Irl), Bill Holland(Irl), Aidan Holland (Irl) and William Holland(Irl). Company Number 225106, VAT Number IE8225106P. Registered Office: Glasslyn Road, Bandon, Co. Cork Ireland P72 WE29.

b) ACORN WATER LTD T/A H2OLABCHECK IP means all intellectual property and proprietary rights (whether registered or unregistered) owned by ACORN WATER LTD T/A H2OLABCHECK prior to performance of the Services, developed by ACORN WATER LTD T/A H2OLABCHECK in performance of the Services, or developed by ACORN WATER LTD T/A H2OLABCHECK outside of, or after, performance of the Services, and without limitation includes business names, trade or service marks, any right to have information (including confidential information) kept confidential, patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, databases, know-how, logos, designs, design rights, copyright and similar industrial or intellectual property rights.

c) Registered Partner lab means the entity to which the samples will be sent to by clients of ACORN WATER LTD T/A H2OLABCHECK ,processed and reported through agreed platform.

d) Confidential Information means all information in relation to a disclosing party, its business, operations, products, processes, customers, suppliers or contractors which is or might reasonably be considered by the disclosing party to be confidential, including all technical data, formulae, specifications, diagrams, plans, drawings, sketches, designs, business plans and reports, business methods and systems, business records, production information, unpublished financial accounts and reports, discount and supply agreements, subcontractor lists, customer lists, except to the extent that such information is lawfully in the public domain.

e) Services means the services described in the bid made by the registered partner lab and subsequent issue of purchase form by ACORN WATER LTD T/A H2OLABCHECK.

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