Website Terms of Sale

BACKGROUND:

(A) These Terms of Sale together with the attachment below and any and all other documents referred to in these Terms of Sale set out the terms and conditions on which Paid Content supplied via Subscriptions and Standalone Sessions booked separately are sold by Us to Consumers through this website, www.discern-genomics.co.uk (“Our Site”).

(B) Terms and information that are specific to accessing sessions of Paid Content or Standalone Sessions presented by a Genomics Specialist (as defined below) from or via Our Site are set out in the attachment below for ease of reference but they will have the same effect as if set out in these Terms of Sale.

(C) Please read these Terms of Sale and the attachment below carefully and ensure that You understand them before purchasing a Subscription or booking a Standalone Session. If You have any query about anything in these Terms of Sale or the attachment, please contact Us to discuss. When setting up an Account before purchasing any Subscription or when booking a Standalone Session, You will be required to read, accept, and agree to comply with and be bound by these Terms of Sale and the attachment. If You do not, You will not be able to purchase a Subscription or book a session through Our Site.

(D) All of the information that We give to You will be part of the terms of Our Contract with You as a Consumer whether it is information that We:

(i) are required by law to give to You before You order a Subscription or book a Standalone Session; or

(ii) voluntarily give to You and You rely on it either when deciding to order a Subscription or book a Standalone Session, or when, subsequently, You make any decision about the Subscription or Standalone Session.

We give You some of that information before You order a Subscription or book a Standalone Session, and some is set out in these Terms of Sale and the attachment.

(E) Paid Content and sessions (whether included in a Subscription or booked as a Standalone Session) are intended for access and use only by a person who is aged 18 or over, and only a person of that age can set up an Account and purchase a Subscription or book a Standalone Session.

(F) These Terms of Sale, as well as any and all Contracts, are in the English language only.

(G) These Terms of Sale apply only to the sale of Paid Content and Standalone Sessions; the terms governing use of Our Site are separate and are set out on Our Site under the heading “Website Terms of Use”.

1. Definitions and Interpretation

1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

“Account”

means the account, referred to in sub-Clause 7.1, that You must set up with Us in order to purchase any Subscription;

“Background Items”

means background and other information or materials relating to or forming part of the personalised support sessions to be provided, all of which information or materials is downloadable or viewable as text/graphics;

“Consumer”

means an individual client who purchases a Subscription to Our services comprising any Paid Content and/or books a Standalone Session, where the Subscription and/or Standalone Session are received or used for their personal use and for purposes wholly or mainly outside the purposes of any business, trade, craft or profession;

“Contract”

means a contract between Us and You for the purchase of a Subscription for You to access any Paid Content, and/or the booking of a Standalone Session, as explained in Clause 7;

“Paid Content”

means any content (including text, graphics, images, audio, and video) comprising personalised support sessions, or any Background Items or other materials or information which We offer. The sessions, Background Items and other information or materials are sold by Us through Our Site and made available by Us on or via Our Site by means of:

sessions delivered either in person at Our premises or online via two-way livestream audio and/or video technology (such as Zoom); and

downloadable or other viewable text, graphics or other video, audio or other items or information, including Background Items.

Paid Content will be more fully described in other information that We give or make available to You before You order a Subscription. That information may include the name of any Genomics Specialist presenting any content on Our behalf but whether it does or does not do so, We may, if so We decide in our discretion, at any time and without notice substitute any other Genomics Specialist(s) who is suitably qualified and experienced;

“Standalone Session”

means a personalised support session booked individually through Our Site, separate from any Subscription, and delivered either in person at Our premises or online via two-way livestream audio and/or video technology (such as Zoom), as described at the time of booking.

“Subscription”

means a subscription to Our Site purchased by You which provides You with the entitlement and access to Paid Content, which comprises either:

(a) one or more specific single events, personalised support sessions, or items; and/or

(b) one or more series or collections of two or more specific events, personalised support sessions, or items; and/or

(d) the Background Items.

We will give You information about the times, dates, or periods of access to (a), (b) and (c) before You purchase the Subscription (as to which, see sub-Clause 7.4.7).

Every Subscription will include access to the Background Items for the whole period of the Subscription, and they will all be accessible as soon as We have sent You a Subscription Confirmation;

“Subscription Confirmation”

means Our acceptance and confirmation of Your purchase of a Subscription;

“Subscription ID”

means the reference number for Your Subscription;

“Genomics Specialist”

means the genomics professional who presents the Paid Content and/or who interacts with You online and/or in-person during sessions of Paid Content or Standalone Sessions;

“We/Us/Our”

means Discern Genomics Limited, a company registered in England under company number 16399384, whose registered address is Sussex Innovation Centre, Science Park Square, University of Sussex, Falmer, East Sussex, BN1 9SB and whose main trading address is Sussex Innovation Centre, Science Park Square, University of Sussex, Falmer, East Sussex, BN1 9SB; and

“You”

means the Consumer who sets up an Account and purchases Subscriptions, and accesses and uses any Paid Content, and/or who purchases Standalone Sessions.

2. Information About Us

2.1 Our Site, www.discern-genomics.co.uk, is owned and operated by Discern Genomics Limited, a limited company registered in England under company number 16399384, whose registered address is Sussex Innovation Centre, Science Park Square, University of Sussex, Falmer, East Sussex, BN1 9SB and whose main trading address is Sussex Innovation Centre, Science Park Square, University of Sussex, Falmer, East Sussex, BN1 9SB. Our VAT number is 497717137.

3. Contacting Us

3.1 If You wish to contact Us with general questions, You may contact Us by telephone at +44 (0)1273 704 472, by email at info@discern-genomics.co.uk, or by post at Discern Genomics Limited, Sussex Innovation Centre, Science Park Square, University of Sussex, Falmer, East Sussex, BN1 9SB.

3.2 For matters relating to Paid Content or Your Subscription or Account, please contact Us by telephone at +44 (0)1273 704 472, by email at member@discern-genomics.co.uk, or by post at Discern Genomics Limited, Sussex Innovation Centre, Science Park Square, University of Sussex, Falmer, East Sussex, BN1 9SB.

3.3 For matters relating to cancellations, please contact Us by telephone at +44 (0)1273 704 472, by email at cancellation@discern-genomics.co.uk, by post at Discern Genomics Limited, Sussex Innovation Centre, Science Park Square, University of Sussex, Falmer, East Sussex, BN1 9SB, or refer to the relevant Clauses above.

3.4 To make a complaint, see Clause 18.

4. Age Restriction and Consumers only

Only if a person is aged at least 18 years of age and a Consumer may they set up an Account or purchase a Standalone Session or a Subscription through Our Site and access Paid Content.

5. Business Clients

These Terms of Sale and the attachment below do not apply to clients purchasing Subscriptions and accessing Paid Content in the course of any business trade, craft or profession carried on by either them or any other person/organisation.

6. Subscriptions, Paid Content, Pricing and Availability

6.1 We make all reasonable efforts to ensure that all descriptions of Subscriptions and Paid Content available from Us correspond to the actual Subscription and Paid Content that You will receive. Please note, however, that due to updates in scientific knowledge, technical or platform limitations, periodic maintenance, regional regulatory requirements, or reliance on third-party sources, minor differences or discrepancies may occur. The table below outlines the types of variations you may encounter and the reasons they can arise, to help set clear expectations for your experience:

6.2 Please note that sub-Clause 6.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to minor discrepancies between the Paid Content and the descriptions of it. Please refer to Clause 11 if Your Subscription or the Paid Content is incorrect.

6.3 We may from time to time change Our prices. Changes in price will not affect any Subscription that You have already purchased but will apply to any subsequent renewal or new Subscription. We will inform You of any change in price at least 30 calendar days before the change is due to take effect. If You do not agree to such a change, You may cancel the Contract as described in sub-Clause 13.1.

6.4 Minor changes may, from time to time, be made to certain Paid Content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Paid Content and should not normally affect Your use of that Paid Content. However, if any change is made that would affect Your use of the Paid Content, suitable information will be provided to You.

6.5 In some cases, as described in the relevant content descriptions, We may also make more significant changes to the Paid Content. If We do so, We will inform You at least 30 calendar days before the changes are due to take effect. If You do not agree to the changes, You may cancel the Contract as described in sub-Clause 13.1.

6.6 Where any updates are made to Paid Content, that Paid Content will continue to match Our description of it as provided to You before You purchased Your Subscription for access to the Paid Content. Please note that this does not prevent Us from enhancing the Paid Content, thereby going beyond the original description.

6.7 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. All pricing information is reviewed and updated every 3 months. Changes in price will not affect any order for a Subscription that You have already placed (please note sub-Clause 6.11 regarding VAT, however).

6.8 All prices are checked by Us before We accept Your order. In the unlikely event that We have shown incorrect pricing information, We will contact You in writing to inform You of the mistake. If the correct price is lower than that shown when You made Your order, We will simply charge You the lower amount and continue processing Your order. If the correct price is higher, We will give You the option to purchase the Subscription at the correct price or to cancel Your order (or the affected part of it). We will not proceed with processing Your order in this case until You respond. If We do not receive a response from You within 14 calendar days, We will treat Your order as cancelled and notify You of this in writing.

6.9 If We discover an error in the price or description of Your Subscription after Your order is processed, We will inform You immediately and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Contract if this happens. If We inform You of such an error and You do wish to cancel the Contract, please refer to sub-Clause 13.4.

6.10 If the price of a Subscription that You have ordered changes between Your order being placed and Us processing that order and taking payment, You will be charged the price shown on Our Site at the time of placing Your order.

6.11 All prices on Our Site include VAT. If the VAT rate changes between Your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

7. Orders – How Contracts Are Formed

7.1 Our Site will guide You through the process of setting up an Account and purchasing a Subscription. (Please also see the attachment below as to setting up an Account.) Before completing Your purchase of a Subscription or booking a Standalone Session, You will be given the opportunity to review Your order for the Subscription or the Standalone Session and amend it. Please ensure that You have checked Your order carefully before submitting it.

7.1.1 You may request to change the date and/or time of a booked support session (whether included in a Subscription or booked as a Standalone Session) at any time before We begin providing that session by contacting Us. Requests do not need to be made in writing. Any change is subject to availability of the requested alternative date and time. Where a change is made, We will inform You of any change to the price, and will confirm the change in writing.

7.2 If, during the order process, You provide Us with incorrect or incomplete information (including any incorrect or incomplete information about You or the type of Paid Content or support session that You require) please contact Us as soon as possible. If We are unable to process Your order or booking due to incorrect or incomplete information, We will contact You to ask to correct it. If You do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel Your order or booking and treat the Contract as being at an end. We will not be responsible for any delay in the availability of Paid Content or the scheduling of a support session that results from You providing incorrect or incomplete information.

7.3 No part of Our Site constitutes a contractual offer capable of acceptance. Your order to purchase a Subscription or to book a Standalone Session constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of Your order or booking does not mean that We have accepted it. In the case of Subscriptions, Our acceptance is indicated by Us sending You a Subscription Confirmation by email. In the case of Standalone Sessions, Our acceptance is indicated by Us sending You a Booking Confirmation by email confirming the session details. Only once We have sent You the relevant confirmation will there be a legally binding Contract between Us and You.

7.4 Subscription Confirmation and Standalone Session Booking Confirmation shall contain the following information (as applicable):

7.4.1 Your Subscription ID or session booking reference;

7.4.2 Confirmation of the Subscription ordered or Standalone Session booked including full details of the main characteristics of the Subscription and Paid Content available as part of it or of the Standalone Session;

7.4.3. Fully itemised pricing for Your Subscription or Standalone Session including, where appropriate, taxes, and other additional charges;

7.4.4. For Subscriptions, the duration of Your Subscription (including the start date, and the expiry and/or renewal date);

7.4.5 For Standalone Sessions, the scheduled date, time, duration, and delivery method (online or in person);

7.4.6 Confirmation of Your acknowledgement that the Paid Content will be made available to You immediately and that You will lose Your legal right to change Your mind and cancel upon accessing the Paid Content as detailed below in sub-Clause 12.2;

7.4.7 In relation to any video (live or recorded) event, support session, item, series, collection or type/s of events, support sessions or items or Background Items constituting the Paid Content, the time/date when or period during which it can be accessed.

7.5 In the unlikely event that We do not accept or cannot fulfil Your order or booking for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to You as soon as possible and in any event within 14 calendar days.

7.6 Any refunds under this Clause 7 will be issued to You as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.

7.7 Refunds under this Clause 7 will be made using the same payment method that You used when purchasing Your Subscription or booking a Standalone Session unless You specifically request that We make a refund using a different method.

8. Payment for Subscriptions and Standalone Sessions

8.1 Payment for each Subscription and Standalone Session must always be made in advance in full. For Subscriptions, Your chosen payment method will be charged when We process Your order and send You a Subscription Confirmation (this usually occurs immediately and You will be shown a message confirming Your payment). For Standalone Sessions, payment will be taken at the time of booking, and Your booking will only be confirmed once payment has been successfully processed.

8.2 We accept the following methods of payment on Our Site:

8.2.1 Credit and debit cards (including Visa, Mastercard, American Express, and Discover);

8.2.2 Klarna (where available);

8.2.3 PayPal (available for certain bookings and services only).

8.3 If You do not make any payment due to Us on time in relation to a Subscription, We will suspend Your access to the Paid Content. For more information, please refer to sub-Clause 9.6. If You do not make payment within 14 calendar days of Our reminder, We may cancel the Contract. Any outstanding sums due to Us will remain due and payable. If payment for a Standalone Session is not successfully completed, the booking will not be confirmed and no Contract will be formed.

8.4 If You believe that We have charged You an incorrect amount, please contact Us at payment@discern-genomics.co.uk as soon as reasonably possible to let Us know. You will not be charged for Paid Content while availability is suspended.

9. Provision of Paid Content

9.1 We undertake to make available to You on these Terms of Sale the Paid Content for which You subscribe but if You choose not to access or make any permitted use of some or all of that Paid Content or, for any reason not attributable to Us, You are unable to do so, You will not be entitled to any refund.

9.2 All Paid Content within the scope of Your Subscription will be available to You in accordance with sub-Clause 7.4.7 from when We send You a Subscription Confirmation, including via access details or booking links provided in or following the Subscription Confirmation, for the duration of Your Subscription, including any renewals, or until You end the Contract, on and subject to the following:

9.2.1 An item of Paid Content requested will be available when stated in the information that We provide about it before You place Your order, either (a) if it is a livestream item, the time and date when it is scheduled to be available and to start; or (b) if it is a pre-recorded or other non livestreamed item or Background Item, the period within which it is or will be available for access.

9.2.2 If an item of Paid Content is a livestream item, We will use all reasonable endeavours to make it available and start it at the time it is scheduled to start, but the start may be delayed either by overrun of a previous livestream item (such being made available by Us to You and/or to others) or by other circumstances. Any such delay will not normally exceed 15 minutes but if the start is delayed by more than that period then We will either issue a flat refund of 25% of the price paid to compensate for any inconvenience or loss; or provide an opportunity to attend the livestream at a rescheduled time convenient for You, at no additional charge.

9.3 When You place an order for a Subscription, You will be required to expressly acknowledge that You wish Paid Content to be made available to You to access immediately. You will also be required to expressly acknowledge that by accessing (e.g. downloading or viewing) any Paid Content, You will lose Your legal right to cancel if You change Your mind (the “cooling-off period”). Please see sub-Clause 12.2 for more information.

9.4 In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:

9.4.1 To fix technical problems or to make necessary minor technical changes;

9.4.2 To update the Paid Content to comply with relevant changes in the law or other regulatory requirements;

9.4.3 To make more significant changes to the Paid Content, as described above in sub-Clause 6.5.

9.5 If We need to suspend availability of the Paid Content for any of the reasons set out in sub-Clause 9.4, We will inform You in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Paid Content, in which case We will inform You as soon as reasonably possible after suspension). You will not be charged while availability is suspended and Your Subscription will be extended by a period equivalent to the length of the suspension (unless the period of suspension is less than 24 hours). If the suspension lasts (or We tell You that it is going to last) for more than 14 calendar days, You may end the Contract as described below in sub-Clause 13.2.

9.6 We may suspend provision of the Paid Content as follows if We do not receive payment on time from You. We will inform You of the non-payment on the due date, however if You do not make payment within 14 calendar days of Our notice, We may suspend provision of the Paid Content until We have received all outstanding sums due from You. If We do suspend provision of the Paid Content, We will inform You of the suspension. You will not be charged for any Paid Content while provision is suspended.

9.7 Any refunds under this Clause 9 will be issued to You as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.

9.8 Refunds under this Clause 9 will be made using the same payment method that You used when purchasing Your Subscription unless You specifically request that We make a refund using a different method.

10. Licence

10.1 When You purchase a Subscription to access Paid Content, We will grant You a limited, non-exclusive, non-transferable, non-sublicensable licence for You to access, participate in and use the relevant Paid Content for Your personal, non-commercial purposes. The licence granted does not give You any rights in Our Paid Content (including any material that We may licence from third parties).

10.2 The licence granted under sub-Clause 10.1 is subject to the following usage restrictions:

10.2.1 You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’).

11. Problems with the Paid Content

11.1 We undertake to provide content that is of satisfactory quality, fit for purpose, and as described, and to use reasonable care and skill. If any Paid Content available through Your Subscription does not comply or We do not so act, please contact Us as soon as reasonably possible to inform Us of the problem. Your available remedies will be as follows:

11.1.1 If the Paid Content has faults, You will be entitled to a repair or a replacement.

11.1.2 If We cannot fix the problem, or if it has not been (or cannot be) fixed within a reasonable time and without significant inconvenience to You, You may be entitled to a full or partial refund.

11.1.3 If You can demonstrate that the fault has damaged Your device or other content belonging to You because We have not used reasonable care and skill, You may be entitled to a repair or compensation. Please refer to sub-Clause 16.3 for more information.

11.2 Please note that We will not be liable under this Clause 11 if We informed You of the fault(s) or other problems with particular Paid Content before You accessed it and it is that same issue that has now caused the problem (for example, if the Paid Content in question is an alpha or beta version and We have warned You that it may contain faults that could harm Your device or other content), if You have purchased the Paid Content for an unsuitable purpose that is neither obvious nor made known to Us and the problem has resulted from Your use of the Paid Content for that purpose; or if the problem is the result of misuse or intentional or careless damage.

11.3 If there is a problem with any Paid Content, please contact Us at member@discern-genomics.ac.uk or visit the contact page on Our Site www.discern-genomics.co.uk/contact to inform Us of the problem.

11.4 Refunds (whether full or partial, including reductions in price) under this Clause 11 will be issued within 14 calendar days of the day on which We agree that You are entitled to the refund.

11.5 Refunds under this Clause 11 will be made using the same payment method that You used when purchasing Your Subscription unless You specifically request that We make a refund using a different method.

11.6 For further information on Your rights as a consumer, please contact Your local Citizens’ Advice Bureau or Trading Standards Office.

12. Cancelling Your Subscription or Standalone Sessions

12.1 If You are a Consumer, by default You have a legal right to a “cooling-off” period within which You can cancel the Contract for any reason, including if You have changed Your mind, and receive a refund.

12.2 Where the Contract relates to a Subscription, the cooling-off period begins once We have sent You Your Subscription Confirmation (i.e. when the Contract between You and Us is formed) and ends when You access (e.g. view or download) any Paid Content, or 14 calendar days after the date of Our Subscription Confirmation, whichever occurs first.

12.3 After the cooling-off period, You may cancel Your Subscription at any time. However, subject to sub-Clause 12.4 and Clause 13, We cannot offer any refunds and You will continue to have access to the Paid Content for the remainder of Your current Subscription (up until the renewal or expiry date, as applicable), whereupon the Contract will end.

12.4 If You purchase a Subscription by mistake (or allow Your Subscription to renew by mistake), please inform Us as soon as possible and do not attempt to access any Paid Content. Provided You have not accessed any Paid Content since the start date (or renewal date, as appropriate) of the Subscription We will be able to cancel the Subscription and issue a full refund. If You have accessed any Paid Content once the Subscription has started, We will not be able to offer any refund and You will continue to have access to the Paid Content for the remainder of the Subscription (up until the renewal or expiry date, as applicable).

12.5 Where a support session is included as part of a Subscription, We may reschedule that session in circumstances equivalent to those set out in sub-Clauses 14.1 and 17.1 (events outside of Our control). In such cases, We will propose an alternative date and time as soon as is reasonably possible. If the rescheduling or disruption results in a significant delay to the availability of the session or the Paid Content more generally, you may end the Contract in accordance with sub-Clause 13.3.

12.6 Where the Contract relates to a Standalone Session, and for the avoidance of doubt, support sessions that are included as part of a Subscription are not Standalone Sessions and are subject to the cancellation rules that apply to Subscription as detailed in sub-Clauses 12.2 to 12.4, if You have requested that the Standalone Session begins within the 14 Calendar Day cancellation period Your statutory right to cancel may be limited or lost. By requesting that the Standalone Session begins within the statutory cancellation period You acknowledge and agree that:

12.6.1 If the session is fully delivered within the 14 Calendar Day cancellation period, You will lose Your right to cancel after the session is fully delivered.

12.6.2 If You cancel the session after the associated services have begun but are not yet complete (where applicable) and before the session has been fully performed and delivered, You will be required to pay for the services supplied up to the time at which You inform Us that You wish to cancel. The amount due shall be calculated in proportion to the full price of the session and the actual services already provided. Any sums that You have already paid shall be refunded subject to deductions calculated in accordance with the foregoing.

After the cooling-off period, You may cancel a Standalone Session at any time before the scheduled start time. However, if You cancel the session after associated services have begun but are not yet complete (where applicable), cancel the session with less than 48 hours’ notice, or do not attend the session, You will be required to pay for the services supplied up to the time at which You inform Us that You wish to cancel, and We reserve the right not to issue a refund for that session. Any refund due shall be calculated in proportion to the full price of the session and the actual services already provided.

12.7 If You wish to exercise Your right to cancel under this Clause 12, You may inform Us of Your cancellation in any way You wish, however for Your convenience We offer a cancellation form on Our Site (see: www.discern-genomics.co.uk/cancellation-form) and will include a link to it with the Subscription Confirmation or Standalone Session Booking Confirmation. Cancellation by email or by post is effective from the date on which You send Us Your message. If You would prefer to contact Us directly to cancel, please use the following details:

12.7.1 Telephone: +44 (0)1273 704 472;

12.7.2 Email: cancellation@discern-genomics.co.uk;

12.7.3 Post: Discern Genomics Limited, Sussex Innovation Centre, Science Park Square, University of Sussex, Falmer, East Sussex, BN1 9SB;

in each case, providing Us with Your name, address, email address, telephone number, Subscription ID, and/or session booking reference for a Standalone Session.

12.8 We may ask You why You have chosen to cancel and may use any answers You provide to improve Our content and services, however please note that You are under no obligation to provide any details if You do not wish to.

12.9 Refunds under this Clause 12 will be issued to You as soon as possible, and in any event within 14 calendar days of the day on which You inform Us that You wish to cancel.

12.10 Refunds under this Clause 12 will be made using the same payment method that You used when purchasing Your Subscription unless You specifically request that We make a refund using a different method.

13. Your Other Rights to End a Subscription Contract

13.1 You may end the Contract at any time if We have informed You of a forthcoming change to Your Subscription or the Paid Content (as described in sub-Clauses 6.3 or 6.5), or to these Terms of Sale that You do not agree to. If the change is set to take effect or apply to You before the end of Your current Subscription, We will issue You with a pro-rata refund of the price paid for the remaining period of Your Subscription. If the change will not take effect or apply to You until the expiry of Your current Subscription, the Contract will end at the end of that Subscription period and You will continue to have access to the Paid Content until that date.

13.2 If We have suspended availability of the Paid Content for more than 14 calendar days, or We have informed You that We are going to suspend availability for more than 14 calendar days, You may end the Contract immediately, as described in sub-Clause 9.5. If You end the Contract for this reason, We will issue You with a pro-rata refund of the price paid for the remaining period of Your Subscription.

13.3 If there is a risk that availability of the Paid Content will be significantly delayed because of events outside of Our control, You may end the Contract immediately. If You end the Contract for this reason, We will issue You with a pro-rata refund of the price paid for the remaining period of Your Subscription.

13.4 If We inform You of an error in the price or description of Your Subscription or the Paid Content and You wish to end the Contract as a result, You may end it immediately. If You end the Contract for this reason, We will issue You with a full refund if You have not yet accessed any Paid Content, or otherwise a pro-rata refund of the price paid for the remaining period of Your Subscription.

13.5 You also have a legal right to end the Contract at any time if We are in breach of it. You may also be entitled to a full or partial refund and compensation. For more details of Your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office.

13.6 Refunds under this Clause 13 will be made within 14 calendar days of the date on which Your cancellation becomes effective, using the same payment method that You used when purchasing Your Subscription unless You specifically request that We make a refund using a different method.

13.7 If You wish to exercise Your right to cancel under this Clause 13, You may do so in any way You wish, however for Your convenience We offer a cancellation form on Our Site (see: www.discern-genomics.co.uk/cancellation-form) and will include a link to it with the Subscription Confirmation. If You would prefer to contact Us directly to cancel, please use the following details:

13.7.1 Telephone: +44 (0)1273 704 472;

13.7.2 Email: cancellation@discern-genomics.co.uk;

13.7.3 Post: Discern Genomics Limited, Sussex Innovation Centre, Science Park Square, University of Sussex, Falmer, East Sussex, BN1 9SB;

in each case, providing Us with Your name, address, email address, telephone number, and Subscription ID.

13.8 We may ask You why You have chosen to cancel and may use any answers You provide to improve Our content and services, however please note that You are under no obligation to provide any details if You do not wish to.

14. Our Cancellation or Rescheduling for Standalone Sessions

14.1 We may cancel or reschedule Your booking for a Standalone Session at any time before We begin providing the services in the following circumstances:

14.1.1 The required personnel and/or practical arrangements necessary for delivering Your booked session are not available; or

14.1.2 An event outside of Our control continues for more than 14 calendar days (please see Clause 17 for events outside of Our control).

14.2 Where possible, We will offer You an alternative date or time. If We cancel Your booking under sub-Clause 14.1 and You have already made any payment to Us, the payment will be refunded to You within 14 calendar days. If We cancel Your booking, You will be informed by email (or, where appropriate, phone) and the cancellation will be confirmed in writing by email.

15. Limitations of Service

Discern Genomics Limited is an independent, non-clinical educational service. Paid Content supplied via Subscriptions, Standalone Sessions, and other information or materials relating to or forming part of the personalised support sessions are intended to support understanding of genetic and genomic information for informational and educational purposes only. Services do not provide medical diagnosis, clinical genetic counselling, psychotherapy, treatment, or medical advice, and are not a substitute for NHS or regulated clinical genetics services.

16. Our Liability to Consumers

16.1 We will be responsible for any foreseeable loss or damage that You may suffer as a result of Our breach of these Terms of Sale (or the Contract) or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by You and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.

16.2 Our Paid Content is intended for non-commercial use only. We make no warranty or representation that the Paid Content is fit for commercial, business or industrial use of any kind. We will not be liable to You for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.

16.3 If, as a result of Our failure to exercise reasonable care and skill, any content (including but not limited to Paid Content) from Our Site damages Your device or other content belonging to You, We will either repair the damage or pay You appropriate compensation. Please note that We will not be liable under this provision if:

16.3.1 We have informed You of the problem and provided a free update designed to fix it, but You have not applied the update; or

16.3.2 The damage has been caused by Your own failure to follow Our instructions; or

16.3.3 Your device does not meet any relevant minimum system requirements that We have made You aware of before You purchased Your Subscription.

16.4 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation, or for Paid Content which is not as described, does not match information that We provided, not of satisfactory quality, or is not fit for any purpose made known to Us.

16.5 Nothing in these Terms of Sale seeks to exclude or limit Your legal rights as a consumer. For more details of Your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office.

16.6 We will not be responsible or liable if You are unable to access any Paid Content due to any failure or delay in performing Our obligations under the Contract resulting from any cause beyond Our reasonable control (including but not limited to a cause of that type specifically referred to in the Attachment).

17. Events Outside of Our Control (Force Majeure)

17.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

17.2 If any event described under this Clause 17 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale or the Contract:

17.2.1 We will inform you as soon as is reasonably possible;

17.2.2 Our obligations under these Terms of Sale will be suspended and any time limits that We are bound by will be extended accordingly;

17.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of services as necessary;

17.2.4 If the event outside of Our control continues for more than 14 calendar days We will cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible;

17.2.5 If an event outside of Our control occurs and you wish to cancel the Contract, you may do so. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible.

18. Complaints and Feedback

18.1 We always welcome feedback from Our clients and, whilst We always use all reasonable endeavours to ensure that Your experience as a client of Ours is a positive one, We nevertheless want to hear from You if You have any cause for complaint.

18.2 All complaints are handled in accordance with Our complaints handling policy and procedure, available from www.discern-genomics.co.uk/complaints-policy and www.discern-genomics.co.uk/complaints-handling-procedure, respectively.

18.3 If You wish to complain about any aspect of Your dealings with Us, please contact Us in one of the following ways:

18.3.1 In writing, addressed to Dr Guan Wang, Director, Discern Genomics Limited, Sussex Innovation Centre, Science Park Square, University of Sussex, Falmer, East Sussex, BN1 9SB;

18.3.2 By email, addressed to Dr Guan Wang, Director at complaints@discern-genomics.co.uk;

18.3.3 Using Our complaints form, available at www.discern-genomics.co.uk/complaints-form, following the instructions included with the form;

18.3.4 By contacting Us by telephone on +44 (0)1273 704 472.

19. How We Use Your Personal Information (Data Protection)

We will only use Your personal data as set out in Our Privacy Policy available from www.discern-genomics.co.uk/privacy-policy.

20. Other Important Terms

20.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, You will be informed by Us in writing. Your rights under these Terms of Sale (and the Contract) will not be affected and Our obligations under these Terms of Sale (and the Contract) will be transferred to the third party who will remain bound by them.

20.2 You may not transfer (assign) Your obligations and rights under these Terms of Sale (and under the Contract) without Our express written permission. We may not permit the assignment if the services are personal to You, if transfer would breach applicable privacy or data protection laws, if it would compromise the security or integrity of Our systems, if it would result in unauthorised resale or misuse of Subscriptions or Paid Content, or if it would otherwise breach regulatory or professional requirements.

20.3 The Contract is between You and Us. No other person shall have any rights to enforce any of its terms.

20.4 If a court or other authority finds that any part(s) of these Terms of Sale are unlawful, the remaining parts will remain in full force and effect.

20.5 If We fail to take steps or delay in taking steps to enforce any of Our rights against You under these Terms of Sale, that will not prevent Us doing so at a later date, for example Our right to require You to make any payment which has become payable under the Contract.

20.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to Your Subscription, We will give You reasonable advance notice of the changes and provide details of how to cancel if You are not happy with them (also see sub-Clause 13.1 above).

21. Law and Jurisdiction

21.1 These Terms and Conditions, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, the law of England & Wales.

21.2 As a Consumer, You will benefit from any mandatory provisions of the law in Your country of residence. Nothing in sub-Clause 21.1 above takes away or reduces Your rights as a consumer to rely on those provisions.

21.3 As a Consumer, any dispute, controversy, proceedings or claim between You and Us relating to these Terms and Conditions, or the relationship between You and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by Your residency.

Attachment

1. Use of the Zoom web-conferencing platform to access personalised support content (“the Content”) online

We offer the Content online as an alternative that You can choose when You or the Genomics Specialist cannot or do/does not wish to attend a personalised support session in-person at Our premises for any reason.

We use technology which allows Us to provide the Content provided that You have the appropriate technology (see below) to receive the Content. For this purpose, We use the Zoom cloud-based web conferencing platform (“Zoom”).

Where We are to make any of the Content available for You by means of Zoom rather than any other platform, it will be on the following basis.

2. The technology that We will be responsible for providing

We will subscribe to Zoom and will pay any necessary fees to Zoom to maintain that subscription. It will enable Us to act as “host” and to provide the Content to You over the internet via the Zoom facility.

To receive or participate in any of the support sessions via Zoom, You will need to join an online session which is either within the scope of Your Subscription or booked as a Standalone Session. You will not need to pay any fee or charge to use the Zoom facility or join that session: You will only need to pay for the Content made available by Your Subscription or for Your booked Standalone Session.

We do not provide any PC, laptop, tablet, mobile phone or other hardware (“Device”) or any Zoom App or other software for use on or with any Devices, nor any internet connection or service or other equipment or facilities necessary to enable You to use Zoom.

3. The technology and other items that You will be responsible for providing

It will be Your sole responsibility to ensure that You have access to, and familiarity with all necessary technology so that You can receive and participate in the Content via Zoom.

You will need to ensure that You have access to and use the following non-exhaustive list of facilities for this purpose:

(a) An appropriate functioning Device which is adequately charged;

(b) An up to date Zoom App where applicable. It will need to be downloaded to Your Device, and installed and working fully and correctly on Your Device, so that You can receive the Content;

(d) A safe location with a suitable quiet and comfortable environment in which to watch, listen, speak where appropriate, make notes, and otherwise to participate as necessary, without the presence of any other person to distract You;

(e) Where the Device on its own does not provide an adequate microphone and/or loudspeakers for the purpose of the session, external microphone and/or speakers as reasonably necessary; and

(f) Notebook, pen, and any books or materials that You will need, as advised by Us before You place Your order for a Subscription.

We do not supply or make available the Zoom platform that You use to access any Paid Content or Standalone Sessions. We are not a party to Your download and use of that platform, and We will have no responsibility or liability to You in relation to it in any respect. It will be subject to and governed by such terms and conditions and privacy policy of Zoom as the third party provider of the platform to You imposes on such download and use.

Paid Content consisting of Background Items is not provided via the Zoom platform but is instead viewable or downloadable directly from Our Site.

4. Scope of what We make available to access

We do not, and cannot, assist You to obtain, set up, maintain, or operate any technology. If You need any assistance or advice about technology, You should seek it from an appropriate third party. We do not, and cannot, give You any advice about what technology is needed or how to use it.

We do not claim to have any expertise or skill in relation to any technology that You need or use for the purpose of receiving the Content. However, We may, if You request it, either before or during any support session, and without charge, offer suggestions in good faith to resolve any problem with that technology that You report, but it will not be in the nature of advice to You. We do not therefore take on any responsibility or accept any liability to You if any such suggestion does not help You to resolve any problem or if by following any such suggestion You experience any other problem, loss or damage to any technology or other thing except if Your Device or Your content is damaged in circumstances where We are liable in respect of that damage under sub-Clause 16.3.

We will not be responsible or liable to You if You are unable to access any of the Content due to any failure or delay in performing Our obligations under the Contract resulting from any cause beyond Our reasonable control. In any such case, You will remain liable to pay for the Content that We have made available for You. Such causes beyond Our reasonable control may include (but are not limited to):

(a) Where You are unable to resolve any technology problem (whether or not You have asked Us for or We have offered any suggestions as to how to resolve the problem); or

(b) Any slow speed, instability, temporary or other breakdown, unavailability or inadequacy of, or defect in, Your internet service or any other equipment or service (e.g. telecommunications, computing, audio or visual) that You use or rely on; or

(d) Your inability to access the Content due to failure of or defects in Our Site etc.

5. Account setup needed

In order to purchase any Subscription and enable You to receive any Paid Content, You will first need to setup and then maintain an Account with Us. Our Site will guide You through the process of setting up an Account. Please also note the following in regard to Account setup.

You may not create an Account if You are under 18 years of age.

We only offer Paid Content for use in the UK to individuals residing in the UK. You may only open an Account with a residential address in the UK.

During the process of setting up an Account, You will be required to choose a password and user name. We recommend that You choose a strong password for Your Account.

You will be asked for additional information regarding Your Account, such as Your e-mail address.

6. Your responsibility for Your Account and its security

You must not share Your Account or Your Account details with anyone. If You believe that Your Account is being used without Your permission, please contact Us immediately. We will not be liable for any unauthorised use of Your Account.

You are fully responsible for maintaining the confidentiality of Your password and account information and for all activities that occur under Your password or Account. You must ensure that You log out from Your Account after each use. You must immediately notify Us of any unauthorised use of Your password or Account or any other breach of security relating to Your Account.

You must never use anyone else’s Account without prior authorisation from Us for the specific occasion in question.

When creating an Account, the information You provide must be accurate and complete. If any of Your information changes at a later date, it is Your responsibility to ensure that Your Account is kept up-to-date.

If You have an active Subscription, Your Account will remain active for the duration of the period of that Subscription or, if later, until the end of the latest access period granted to any instruction by the Subscription.

If You wish to close and delete Your Account, You may do so by contacting Us at info@discern-genomics.co.uk, and We will delete Your Account in accordance with Your request and confirm the deletion in writing.

7. Your privacy and security on each occasion when two way support sessions are accessed

All two way synchronous livestream audio and/or video support sessions that You purchase will be accessible as an individual private session to You only, and not accessible to any other client/s.

The following will apply to any two way synchronous livestream audio and/or video session provided to You:

(a) There are potential risks in transmitting information over technology that include, but are not limited to, breaches of confidentiality and the theft of personal information;

(b) You understand and are aware that there is a risk that the Genomics Specialist may see and hear (via the video and/or audio facilities of the Zoom App and Your Device) not only You but also Your space and its surroundings and other people in or near that space and its surroundings when You are participating in the session;

(d) It should be difficult to see or hear via the Zoom App and Your Device any interactions between people who are in or near that space and its surroundings. For example, You might decide to use a private room and/or wear headphones;

(e) In any event, it will be Your responsibility to ensure that You have a suitable space to use in order to protect Your privacy and that of others in or near that space.

We will not be liable to You for any loss or damage arising from Your failure to accept or adhere to the above.

8. Wellbeing, Health and Safety

You acknowledge and agree that:

(a) When You purchase a Subscription or a Standalone Session and at least 48 hours before You participate in any support session, You must tell Us of any special physical, medical, mental health, psychological, emotional, or other requirement, problem or condition of which You are aware which might be relevant to You participating in that session;

(b) We may discuss with You any such matter referred to in “(a)” above that You tell Us, and if We do so may inform You that We have decided not to accept Your order for a Subscription or a Standalone Session because of the particular requirement, problem or condition in question. If We do accept Your order, however, You must act in accordance with any instructions provided by Us relating to the matter; and

(c) Due to the remote nature of online live two way sessions, We do not undertake to, and cannot, supervise, attend, assist or advise (or arrange for or alert any third party to do so) if, during a session, You fall ill, have an accident or experience any other problem.

9. Genomics Specialist

Please note that:

(a) We will in Our discretion decide which Genomics Specialist to assign to each support session with You. Where Your Subscription comprises more than one support session, We will ensure as far as we reasonably able to do so, that We assign the same Genomics Specialist to those sessions, and will in any event try to minimise changes of Genomics Specialist from one session to the next in relation to each Subscription.

(b) In any event, the Genomics Specialist who We assign to any support session will be appropriately qualified and/or experienced at the appropriate level for that session and will be competent to conduct that session.

(c) Details of actual or minimum qualifications or experience of the Genomics Specialist who We may or will assign to any support session will be available to see on our Site. Where We are able to and consider it appropriate or helpful to our clients to do so, We include on our Site brief details of Our Genomics Specialists’ current and former relevant roles with other organisations.

10. Scope of Our Content

Content offered: We offer the following personalised support sessions: as part of a Subscription (where sessions are included), or as Standalone Sessions booked separately, with sessions provided both in person at Our premises and online via Zoom for the following types of situations: understanding genetic results and information; exploring family history and genetic questions; living with genetic uncertainty and emotional impact; and preparing for or reflecting on clinical appointments.

Our commitment, and amount of sessions needed: We agree to provide support sessions for You at the agreed times and days. It is not possible to determine at the outset how many sessions You will require. Where We consider it necessary or helpful, We will at the appropriate time recommend You to contact other professionals with a view to providing You with help supplementary to, or which suits Your needs better than, Our services.

Period of sessions: We will provide individual support for You for a session period of 60 minutes.

Introductory meeting: Where You have not previously received any support session from Us, We may agree to provide a free, single, live two way interactive introductory meeting for a period of up to 15 minutes so that You can decide whether to continue with further sessions with Us.

Your progress: Whilst We will use Our reasonable endeavours to ensure that You make satisfactory progress, results will be different for each individual depending on various factors, including, without limitation, number and frequency of support sessions, and any preparation, activity or other action undertaken by You which is suggested by the Genomics Specialist.

Satisfactory progress in relation to any particular problem, condition, issue or other circumstance (or resolution of it) cannot be guaranteed, and We make no warranty or representation that any particular progress or result will be brought about as a result of Our providing or You taking part in any support session(s).

Limitations: Personalised support sessions are educational and reflective in nature and are intended to help individuals better understand genetic and genomic information. Sessions do not replace medical care, regulated clinical genetics services, psychotherapy, or professional medical advice.

11. Your commitment

Sessions and attendance: If You are not available for a booked support session for any reason it is solely Your responsibility to ensure that You make up for that missed session by purchasing an additional session if necessary. Support sessions included within a subscription plan must normally be booked and used within the relevant billing cycle unless otherwise stated or agreed at Our discretion. Unused subscription sessions do not ordinarily roll over into future billing periods and will expire at the end of the applicable subscription period.

Punctuality: We expect You to be ready for a support session at least 10 minutes before the scheduled start time of the session to ensure that You are ready to start on time.

Items materials etc. to be provided by You: We may make suggestions or recommendations as to any materials or items that You should read, review, use, obtain, or provide in preparation for or during Your session, such as relevant medical history, family history, or any other pertinent information, where We think it is necessary or helpful for You to do so but We are not responsible for obtaining or providing any materials or items for You, or for the costs thereof. Where You choose to provide personal information (including medical or family history), You are responsible for ensuring that this information is accurate and complete to the best of Your knowledge.

Tasks, actions etc. for You to carry out: We may give You at the end of a support session one or more tasks, actions or activities to carry out, and We will usually recommend that You should complete them prior to Your next session.

Satisfactory progress: progress is more likely to be achieved if, when You take part in any support session, You complete any tasks, actions or activities previously suggested or recommended by the Genomics Specialist. If you require guidance in connection with any such tasks, actions or activities between sessions, We are usually contactable by email/phone and may be able to provide some help remotely.

Records: You should provide and maintain a personal reflection journal and this can be in the form of e.g. a notebook in which You can make notes, setting out any useful or necessary information in connection with Your sessions.

12. Attribution

These Terms of Sale have been created using a document template from www.simply-docs.co.uk and have been adapted and customised by Discern Genomics Limited to reflect its services, practices and legal obligations.