Terms & Conditions
Last updated on November 2021
ADACT Medical Limited is a leading, regulatory compliance specialist that’s offers cutting edge analytical testing services for vaping and CBD products. We provide a comprehensive scientific solution for these markets.
Further information about ADACT is available from adactmedical.com. If you have any questions about this or anything else, phone our team on +44 (0) 1302 986088 or email email@example.com and we will be happy to help.
1. An introduction
1.1 ADACT Medical Ltd is a limited liability company registered in England and Wales with registration number 08173910. Our registered office is 5 Jetstream Drive, Auckley, Doncaster, South Yorkshire, England, DN9 3QS, and our VAT registration number is 145159903.
1.2 Independent: We are an independent, scientific regulatory specialist. We perform our services as an independent contractor and have complete and exclusive control over our employees and agents. We are not affiliated with any flavour house or vaping manufacturer.
1.3 Inventions and ideas: Any inventions, improvements, discoveries, and ideas developed or provided by ADACT shall remain be the exclusive property of ADACT, unless otherwise agreed in writing in advance. Procedural manuals, development processes and data, personnel data, and ADACT developed know-how, computer software and technology, which shall remain the sole and exclusive property of ADACT.
1.4 Confidentiality: We understand that our relationship with you may involve an understanding of and access to certain trade secrets and confidential information pertaining to the business of you. We will not, for a period of seven years from the expiration or earlier termination of these terms or any extension, use, either directly or indirectly, for our benefit or purposes, or disclose to, or use for the benefit or purposes of, anyone other than you, any Information unless:
(a) such information is already known to ADACT
(b) such information has been or becomes published, or is or becomes known to the general public through no fault of ADACT
(c) such information is received by ADACT from a third party that has the legal right to disclose it
(d) is independently developed by ADACT without the use of the Information or
(e) ADACT is required by any process of law, (in which event ADACT will immediately notify you).
You undertake not to use the name of ADACT or our employees in any publication produced as a result of the provision of the services rendered without our prior written consent.
1.5 We offer analytical services and support services. In brief, our services include:
- Analytical: CBD testing, CBD Novel Foods, Cosmetic services, device testing, E-liquid TPD testing, heavy metals testing, long fill aroma testing, pesticide screening, solvent testing, stability shelf-life testing, terpene testing, tobacco extracts and zero nicotine testing.
- Support: REACH compliant Safety Data Sheets, Classification, Labelling and Packing (CLP) Reviews, Poison Centre Notifications (PCNs) in Europe.
Our testing is ISO17025 Accredited. Go to adactmedical.com for more information and detail about all of our services.
1.6 Our office is open from 0900 to 1700 Monday to Thursday, and 0900 to 1600 on Friday. Our UK lab is located in South Yorkshire and is open 0830 to 1630 Monday to Thursday, and 0830 to 1530 on Friday. We close for UK public holidays and for 10 days over the Christmas and New Year period to give our team a well-earned rest.
2. Working with ADACT
2.1 We will provide a quotation for the scope of work using the information provided by you. It is important that you clearly and fully advise us of all the work that you wish us to undertake.
2.2 We kindly request that you advise us of any changes to the scope of work to be undertaken as soon as you know.
2.3 We shall be entitled to act on the instructions of any of your apparent authorised employees or agents and to rely on any information provided to us by such employees and agents.
2.4 The services we carry out shall be conducted in good faith and based on currently available scientific and regulatory data and opinions. In the event of a material error by us that renders the services in whole or in part scientifically unacceptable, our sole obligation shall be for ADACT, in agreement with you, to either (a) repeat the defective part of the service at our cost, or (b) refund to you the amounts paid for the defective part of the service. In no event will ADACT be liable to you for any indirect or consequential loss or damages, including without limitation, direct or indirect loss of profits, in connection with our default or breach of its obligations under these terms.
2.5 Our Certificate of Analysis (COA) will confirm the findings of ADACT, solely based upon the test samples identified as sent by you. The COA will contain our findings at the time of testing only, and we shall have no obligation to update the COA after it’s issuance. The COA will provide the results of the tests performed by us based upon written information provided to us by you in the Packing Form or other writing, such as an email or through the CRM.
2.6 We make no representation, warranty, or guarantee regarding the value, prospects, performance, clinical or commercial success of any compound, drug, device, e-liquid or product (Product) subject of the services, including, without limitation, the likelihood of such Product reaching any particular phase of development, obtaining any regulatory approval, or obtaining any level of sales or market acceptance. ADACT disclaims all liability in connection with any decision by you with respect to the Product because of the services performed. You waive all claims you may have against us with respect to the foregoing.
2.7 You agree to indemnify ADACT from any loss, damage cost or expense (including reasonable solicitor’s fees), arising from any claim, demand, assessment, action, suit or proceeding occurring as a result of the provision of services, including without limitation, any claim related directly or indirectly to the Product or marketing of the Product to which the services relate, except to the extent caused by ADACT’s misconduct or negligence.
2.8 We will communicate with you by email, phone, CRM and post. Unless you tell us otherwise, we will assume that you are happy for us to communicate by such means. We kindly request that you do not communicate via WhatsApp or Messenger.
2.9 Although we have anti-virus software, we will not be responsible or liable for any virus or issue contained in any email communication. It is your responsibility to protect your email and IT system from viruses and any other harmful code or device.
3. Client responsibilities
3.1 We ask new clients to complete a New Client Form so we know who you are, your business and how best to contact you. A Non-Disclosure Agreement is also required to ensure there is confidentiality between all parties involved.
3.2 If we require a sample of your product for testing, please post the sample along with a packing sheet promptly. The packing sheet is essential to identify your product(s). The sooner we receive this, the sooner our lab team can test the samples.
3.3 You represent and warrant to ADACT that all test samples that you provide to us are genuine and represent the product placed on the market. We have no responsibility to conduct an investigation to confirm the authenticity of any test sample submitted to us by you.
3.4 If we are testing your e-liquid(s), we will require a completed formulation/recipe workbook. Our customer services team are available to help and guide you with this.
3.5 We accept no responsibility for the accuracy of the data, specification, or other materials or information (‘Materials’) supplied by you in connection with these terms, or for any error or defect in a report or assessment consequent upon any inaccuracies in such materials nor for any consequences of such errors or defects. You undertake and agree that the use of any such Materials by ADACT in carrying out the Services will not infringe any intellectual property rights of a third party.
4. Our prices
4.1 Unless otherwise agreed, our charges will be based upon the current price lists, which are subject to review from time to time.
4.2 For bespoke services, we calculate our charges using hourly and daily rates according to the level of seniority of the person appointed. To calculate the charges, we will consider the complexity of the issue, tight deadlines, working out of office hours and the value of the transaction.
4.3 Our hourly and daily rates are subject to review from time to time.
4.4 All quotations exclude VAT, which will be added where appropriate.
4.5 If an error in processing of regulatory notifications by competent authorities or legislative bodies, requires ADACT to repeat works or parts of works, this will be chargeable at our daily consultancy rate (please refer to our rate sheet for current rates). If in order to rectify an error by a competent authority or legislative body requires ADACT personnel to enter into discussions and negotiations with these bodies this will be chargeable at our daily consultancy rate. If there are regulatory changes made without consultation that require ADACT to repeat works or parts of works this will be chargeable at our daily consultancy rate.
4.6 If for any reason whatsoever, the work does not proceed or it does not reach the finishing line, we will charge for the work already undertaken and any expenses incurred on your behalf.
4.7 Many government authorities charge fees to list vaping products/devices to sell in their country. Please note fees are subject to review from time to time, and we have no influence in how and when these changes are introduced.
4.8 Where government authorities do not charge listing fees, we recommend to our clients to think carefully before listing products for sale, as this is subject to change without prior notice.
5. Our Bills
5.1 You are liable to pay for our services as set out in the quotation/invoice.
5.2 For overseas clients, full payment is due to us before work can commence.
5.3 For UK clients, full payment is due to us before work can commence, except for work that has a value of £3,000 and more, whereby a 50% deposit is required. The remaining 50% is payable at the penultimate stage of the work. Upon receipt of the final 50%, work will be finalized, and if appropriate, submitted to regulatory authorities.
5.4 Payment is due to us by the date on the invoice, which is usually within 30 days. We reserve the right to charge you interest on the invoice from the date of the bill. Interest will be charged at 4% above the bank base rate. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. Please note work cannot commence until payment is received.
5.5 Any invoice that goes unpaid beyond 60 days after the original invoice date may be passed over to our legal team to recover the debt through the courts. Please note additional legal/court fees maybe applicable and paid for by you.
5.6 You are responsible for paying our bill. If you expect someone else to pay your bill, please confirm this at the time of requesting a quotation. Note, you remain responsible if they do not pay.
5.7 You have the right to challenge or complain about your bill. See clause 11.
6. Money on account
7. Data protection
7.1 We use your personal data that you have provided to us for the purposes of providing compliance services to you, the details of which are contained within our Privacy Notice on our website adactmedical.com.
7.2 Where you have provided us with your consent to receive marketing information from us, we will keep a record of this. If you wish to withdraw your consent, please phone our team on +44 (0) 1302 986088 or email firstname.lastname@example.org.
8. Storage of data
8.1 After completing your work, we will keep all your papers, files, emails, registration data and related documents, received or generated by ADACT, for the sole purpose of compliance and our ongoing obligations. We will do so for a reasonable period, which will usually be six years from the date the work finished.
8.2 We reserve the right to destroy files and papers and files after a reasonable period without notice to you.
9. Storage of samples
10. Force majeure
Either party shall be excused from performing its obligation with respect to the services if their performance is delayed or prevented by any cause beyond such party’s control. Performance shall be excused only to the extent of and during the reasonable continuance of such disability. In the event that any part of the services is rendered invalid as a result of such disability, ADACT will, upon written request from you, but at your sole cost and expense, repeat that part of the services affected by the disability where this is reasonably possible or practicable.
11. Termination of our services
11.1 You may withdraw your engagement of our services prior to completion by giving written notice by email or letter. In such case, you will pay for costs and fees incurred prior to receipt of such notice.
11.2 Withdrawing use of our services shall not relieve either party of any obligation to the other in respect of maintaining the confidentiality of the Information, obtaining consent for the use of names, indemnification, and compensation for Services performed.
11.3 All notices given under these terms shall be made in writing and deemed to be given a) with immediate effect if delivered personally; or b) within seven days if sent by registered mail; or c) on the working day following transmission and where confirmation of delivery is obtained by the sender if sent by email.
We may withdraw our services to you at any time where there is a valid reason to do so. Reasons may include difficulty in obtaining clear instructions from you, difficulty in receiving data from you that is essential to being able to continue work, a serious breakdown in confidence between us, and where a conflict of interest arises.
We may withdraw or suspend our services where you do not comply with our request for payment of quotations or invoices.
We do our upmost to ensure our clients are happy with our service. If you are unhappy about any aspect of the service you receive or about your bill, please contact the person who is dealing with your work first to discuss your concerns with them. If you are unable to resolve your complaint, contact Jane Wragg, our Business Manager by phone +44 (0) 1302 986088 or email email@example.com.
13. Entire agreement and choice of law
These terms set forth the entire agreement and understanding between the parties hereto as to the subject matter hereof. This Agreement shall not create any third-party rights save those specifically conferred under the Contracts (Rights of 3rd Parties) Act 1999. This Agreement shall be governed by and construed according to English Law. If any dispute arises out of this Agreement the parties will attempt to settle it by negotiation. If the parties have not settled the dispute by negotiation within sixty (60) days from when negotiations were instituted, the dispute shall be referred to, and finally resolved by, arbitration under the Rules of the International Chamber of Commerce. Such arbitration to be held in, or around, London, England.