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| Section 1: Introduction | Page 3 |
| Section 2: The Collection Kits | Page 4 |
| Section 3: Collection | Page 5 |
| Section 4: Testing | Page 6 |
| Section 5: Processing and Storage | Page 7 |
| Section 6: Stored Cells | Page 9 |
| Section 7: Unacceptable Blood | Page 10 |
| Section 8: Information | Page 11 |
| Section 9: Fees | Page 12 |
| Section 10: Duration and Termination | Page 15 |
| Section 11: Miscellaneous | Page 18 |
| Section 12: Interpretation | Page 21 |
| Section 13: Our Contact Details | Page 24 |
| Section 14: Your Payment Details | Page 25 |
| Section 15: Signature Sheet | Page 26 |
Nature of this document
This document sets out the terms and conditions of the agreement (the “Agreement”) between you and Virgin Health Bank Limited.
The Agreement consists of the following:
Please keep a copy of these Terms and Conditions in a safe place for Your own information.
Under the terms of this Agreement we will provide the Services to you provided that you comply (when required to do so) with your obligations.
It is important that you take time to read through the whole of this document so as to understand your rights and obligations before signing.
By signing the signature sheet you will be entering into a legally binding agreement on the terms and conditions set out in this document.
Nature of the Services
Prior to the execution of this Agreement one of our representatives will have discussed the nature of the Services with you. Summary details of the nature of the Services and related processes are set out in the UK Informed Consent and Medical Health Questionnaire Form.
If you have any outstanding queries concerning the nature of the Services please contact us. Further information concerning Cord Blood Stem Cells is also available from our website: www.virginhealthbank.com.
Interpretation
Section 12 sets out certain defined words and phrases which are used throughout this Agreement.
The Collection Kit and Second Maternal Blood Collection Kit
The Collection Kit that will be supplied to you contains the equipment necessary for your medical professional to collect the Cord Blood at the birth of your Child. Before we send the Collection Kit to you, we must have received from you:
(i) the UK Informed Consent and Medical Health Questionnaire Form duly signed by you; and
(ii) a Payment Authorisation in respect of the Administration Fee and the Processing and Storage Fee.
(iii) Confirmation that a Third Party Agreement is in place with the hospital where the delivery is taking place or that your hospital will permit a suitable third party to collect the cord blood on your behalf.
Depending on your circumstances, we may require additional documentation and/or information to be provided by you in connection with the Services. If such further documentation and/or information are required we will contact you.
In addition to the Collection Kit, a Second Maternal Blood Collection Kit will be provided to you approximately 180 days after the birth of your Child (subject to no matter having arisen which would prevent, or cause us to not accept, the long term storage of your Cord Blood Stem Cells).
The Collection Kit and the Second Maternal Blood Collection Kit are only to be used by a medical professional in the collection of the Cord Blood and the maternal blood samples (as the case may be). The Collection Kit and the Second Maternal Blood Collection Kit are uniquely coded to refer to you and your Child and must not be used by any other person or for any other child or for any other purpose.
Faulty, damaged and lost kit
If, in the unlikely event that you notice any fault with the Collection Kit or the Second Maternal Blood Collection Kit, or you damage or lose the Collection Kit or the Second Maternal Blood Collection Kit or accidentally break the sterile seals on your Collection Equipment or the Second Maternal Blood Collection Kit:
(i) do not use the Collection Equipment or the Second Maternal Blood Collection Kit (as the case may be); and
(ii) notify us as soon as possible and, if we request, return it to us.
If the Collection Kit or the Second Maternal Blood Collection Kit was faulty at the time it was supplied to you we will send you a replacement kit (or part thereof, as appropriate) free of charge.
If the Collection Kit or Second Maternal Blood Collection Kit is otherwise damaged or lost, or the sterile seals on your Collection Equipment or the Second Maternal Blood Collection Kit are broken, then we may require that you make a further payment (up to £150) to cover the cost of the replacement kit (or part thereof, as appropriate) and its delivery
Cord Blood
The Cord Blood must be collected by a health care professional recognised and accepted by Virgin Health Bank as being qualified and suitable to carry out this function and working under a Third Party Agreement with Virgin Health Bank that complies with Human Tissue Authority regulations. Your medical professional must collect the Cord Blood using the Collection Equipment we have provided to you in accordance with the instructions given in the Collection Kit. You should be aware that samples smaller than those specified in the instructions may be unsuitable for processing and storage. You must ensure that the details of the collection are recorded and notified to us in accordance with the instructions given in the Collection Kit (including the completion of the Procurement Report by the medical professional responsible for collecting the Cord Blood and the first maternal blood sample).
Maternal blood samples
In addition to the collection of the Cord Blood you must ensure that two maternal blood samples, each of at least ten (10) millilitres in volume, are collected by your medical professional.
The first maternal blood sample should be collected at the time of your Child’s birth by your medical professional in accordance with the instructions included in the Collection Kit.
The second maternal blood sample should be collected as soon as possible after the date 180 days following your Child’s birth (and in no event later than 270 days following the birth of Your Child) by your medical professional in accordance with the instructions included in the Second Maternal Blood Collection Kit.
Sending the samples to us
The Collection Kit includes instructions telling you how to package, label and send the Cord Blood and first maternal blood sample to us once it has been collected by your medical professional. The Second Maternal Blood Collection Kit includes instructions telling you how to package, label and send the second maternal blood sample to us once it has been collected by your medical professional.
You are responsible for ensuring that the Cord Blood and maternal blood samples are returned to us in accordance with the instructions provided in the Collection Kit (and the Second Maternal Blood Collection Kit, in respect of the second maternal blood sample). It is very important that you comply with all such instructions. If you do not comply with all of our instructions the Cord Blood and blood samples may be unsuitable for processing and testing, or the Cord Blood Stem Cells may be otherwise unsuitable for storage.
Maternal blood tests
The mother’s blood is required to be tested for the presence of the indications of infection. The results of these tests will be assessed by us to determine whether it is suitable for us to accept your Cord Blood Stem Cells for cryopreservation and storage.
You agree that the blood tests detailed below (the “Maternal Blood Tests”) may be undertaken on the blood samples which you provide to us.
The Maternal Blood Tests will be undertaken only for the purpose of allowing us to assess the suitability of the Cord Blood Stem Cells for cryopreservation and storage. We will not assess or use the results of any such blood test for any other reason or purpose. We will send details of the results of these blood tests to you.
We will test the maternal blood samples for the presence of the following antibodies as indications of infection.
We reserve the right to test the maternal blood samples for evidence of such other infection(s) as we may consider necessary or desirable to help us determine whether it is suitable for us to accept the Cord Blood Stem Cells for cryopreservation and storage. In particular, should any information you provide us with indicate the need or desirability for us to perform additional blood tests on the maternal blood samples, such as testing for malarial infection, we may additionally undertake such further blood tests.
The blood tests will be carried out twice: The first series of tests will be conducted on the maternal blood sample collected at the time of your Child’s birth and returned to us along with the Cord Blood. The second series of tests will be conducted on the second maternal blood sample which must be taken as soon as possible after the date 180 days (and no later than 270 days) following the birth of your Child. We will write to you around this time to remind you of the need for this second maternal blood test.
You should note that the tests we conduct on the maternal blood samples may reveal that you or your Child may be suffering from a disease of which you were previously unaware and that this disease might have major consequences on your whole family’s lifestyle and may require that you seek further medical advice from your GP or other medical professional.
Cord Blood processing
There is a risk of contamination when collecting Cord Blood and therefore we will test a sample of the Cord Blood for signs of contamination and its suitability for processing.
Your Cord Blood may be unsuitable for processing if, for example, it shows signs of microbiological contamination. It is very important that the instructions provided in the Collection Kit describing how to collect the Cord Blood and how to package and return it to us are followed by you and your medical professional in order to help reduce the risk of contamination.
If the Cord Blood is suitable for initial processing, we will use our reasonable efforts to extract Cord Blood Stem Cells from your Cord Blood. We can not guarantee that we will be able to successfully extract Cord Blood Stem Cells from your Cord Blood as this process is dependant on the volume of the Cord Blood sample provided, the cell count within the Cord Blood sample and other factors beyond our control.
Quarantine
If successfully extracted, Cord Blood Stem Cells will be cryopreserved and initially held in quarantine pending our determination as to whether the Cord Blood Stem Cells are suitable and accepted by us for long term storage.
As noted in Section 4, a second maternal blood test must be taken as soon as possible after the date 180 days (and no later than 270 days) following the birth of your Child. Only once the results of the second maternal blood test are known will we be able to assess whether your Cord Blood Stem Cells may be released from quarantine into our long term storage facility.
Long term storage: dual banking
Provided no circumstance has arisen or information come to our attention which leads us to conclude that your Cord Blood Stem Cells are unsuitable or are otherwise not accepted by us for storage, then following receipt of the second maternal blood test results we will release your Cord Blood Stem Cells from quarantine into long term storage at our facilities.
Your Stored Cells: the Private Tissue Bank
Where Cord Blood Stem Cells are suitable for long term storage, then the Cord Blood Stem Cells extracted from the first 5ml of reduced volume Cord Blood provided by you (your “Stored Cells”) will be released into long term storage for the Storage Period subject to the terms of this Agreement and we will send you a written certification of the extraction and storage of your Stored Cells. Your Stored Cells shall remain the property of you and your Child (subject to the further terms of this Agreement). Once accepted into long term storage, and subject to the further terms of this Agreement, we will store your Stored Cells for the Storage Period in accordance with all applicable laws and regulations.
Control of Stored Cells
Subject to the further provisions of this Agreement, you will retain effective control over your Stored Cells until the Child reaches the age of eighteen (18) years at which time control will pass to the Child and we will only accept requests for the release of your Stored Cells if made by (i) you, if the Child is under the age of eighteen (18) years when the request is made; or (ii) the Child, if he or she has reached the age of eighteen (18) years when the request is made.
Release of Stored Cells
We will release your Stored Cells upon a written request jointly signed by you (or the Child if over eighteen (18) years) and the medical professional who will be responsible for receipt of your Stored Cells at the establishment to which they are to be so released (for example, the hospital intending to use such cells for treatment). All such written requests must be made using our Release Form. We will provide you with a Release Form, for completion by you and the relevant medical professional, upon your request.
The Release Form may, amongst other matters, require that you and the relevant medical professional provide details of the establishment to which your Stored Cells are to be released and confirm that such establishment is located within the United Kingdom and is authorised to receive your Stored Cells in accordance with all applicable laws and regulations.
You shall be responsible for arranging the collection of your Stored Cells from our storage facilities and the transport thereof to the establishment to which they are to be released. We shall not be obliged to release your Stored Cells unless we are satisfied that the establishment and the collection and transportation arrangements which you propose are compliant with applicable laws and regulations. If you so request, we may assist you in arranging such collection and transportation.
Subject to the above provisions, we will use reasonable efforts to release your Stored Cells on any requested date but you must give us reasonable notice of such proposed release in advance of such date. You acknowledge and agree that we will not be responsible for any delay in the release of your Stored Cells beyond our reasonable control.
The person who receives your Stored Cells at the establishment to which they are released may be required by us, as a condition of such release, to sign an acknowledgement of receipt to confirm that your Stored Cells have been received at the named address in good order.
You will be solely responsible for your Stored Cells once they leave our storage facility. You accept that we will no longer be responsible for your Stored Cells after this point.
If you wish your Stored Cells to be delivered to an address outside the United Kingdom, you must discuss this with us. We reserve the right to refuse to release your Stored Cells outside the United Kingdom if, amongst other matters, we believe that the delivery of your Stored Cells to such address may breach any applicable regulation or law. We will not be responsible for delivering your Stored Cells outside of the United Kingdom.
The process of removing your Stored Cells from storage and the transportation of your Stored Cells thereafter may damage such Cord Blood Stem Cells. While we will use our reasonable endeavours to prevent the damage of your Stored Cells when removing them from our storage facility, you accept the risk of damage to your Stored Cells in removing them from storage and their transportation.
Unacceptable Blood
If:
(i) information provided by you to us (including in the Medical Questionnaire) is false or misleading or leads us to believe that it would not be suitable for us to process your Cord Blood or extract, cryopreserve and store Cord Blood Stem Cells; or
(ii) you (and/or, as applicable, the relevant medical professional responsible for the collection of Cord Blood or maternal blood sample) fail to comply with our requirements as set out under this Agreement and/or any of the instructions set out in the information comprised in the Collection Kit or the Second Maternal Blood Collection Kit (including, without limitation, any failure by you or your medical professional to return to us any Cord Blood, maternal blood sample, report or other documentation in accordance with the instructions given in such kits); or
(iii) any of the Cord Blood or maternal blood tests indicate an adverse result or we become aware of any other information which leads us to believe that it would not be suitable for us to process Cord Blood, or extract, cryopreserve and/or store Cord Blood Stem Cells,
then we may end this Agreement by giving you notice in writing that the Cord Blood and/or Cord Blood Stem Cells are unsuitable or otherwise not accepted by us for storage (or continued storage, if already stored) as the case may be.
Our determination as to whether or not Cord Blood is suitable for processing and whether or not Cord Blood Stem Cells are suitable or otherwise accepted by us for cryopreservation and storage (or continued storage, if already stored) shall be final and binding (save in the event of our fraud).
If the Cord Blood is determined not to be suitable for processing, and/or the Cord Blood Stem Cells are determined not to be acceptable for cryopreservation and storage (or continued storage, if already stored), then they will be disposed of in accordance with prevailing regulations.
UK Resident
Laws and regulations govern the collection, testing, process and storage of blood samples within the United Kingdom. Other countries may have different laws and regulations.
You acknowledge that the Services we offer may not comply with laws and regulations applicable outside the United Kingdom and that consequently we accept no liability or obligation to any person under any law or regulation applicable in any jurisdiction other than the United Kingdom.
Furthermore, you confirm that your place of permanent residence is within the United Kingdom and that you intend to give birth to your Child within the United Kingdom.
If so requested by us, you agree to promptly provide us with such further information as we may reasonably request to verify your identify and place of residency. You acknowledge that a failure to provide such information will constitute a breach of this Agreement by you and that in such circumstances we may elect to terminate this Agreement.
Medical information
One of our representatives will conduct a health history interview with you (this may have already occurred). A Medical Questionnaire concerning your health history is set out as part of the UK Informed Consent and Medical Health Questionnaire Form that has been sent to you with these Terms and Conditions. The Medical Questionnaire will have been completed to the extent that you have previously provided relevant information to our representative. You should review the information set out in such Medical Questionnaire and, as necessary, complete, update or amend the information contained therein in manuscript so as to correct any inaccuracies and provide all further relevant information required to complete such Medical Questionnaire.
You acknowledge that we are relying on the information provided to us in assessing whether or not the Cord Blood Stem Cells are suitable for cryopreservation and storage.
You confirm to us that all information you have provided to us (including, without limitation, in the Medical Questionnaire and during any interview conducted by us with you) is true, accurate and not misleading and that you have disclosed to us all material facts concerning your health history.
Personal information
We will require certain personal information regarding you and your Child in order to provide the Services and to comply with regulatory requirements. Some personal information may need to be supported by documentation, and we reserve the right to require such documentation from you.
We will process your and your Child’s personal information only in accordance with the consent which you provide by signing the signature sheet of the UK Informed Consent and Medical Health Questionnaire Form. Any such processing will be in accordance with the 1998 Data Protection Act (or other applicable law).
You are responsible for the accuracy and truthfulness of any information provided to us and you warrant and undertake to us that all such information is true and correct. You will promptly inform us in writing of any change or other update to any of the personal information previously provided by you to us.
Our Fees
In signing this Agreement you agree to pay to us:
(i) the Administration Fee, which is due on or prior to the dispatch of the Collection Kit to you; and
(ii) the Processing and Storage Fee, as specified in Part A (non-Planned Payments) or Part B (Planned Payments) below when due.
If you have not clearly and expressly elected to make payment of the Processing and Storage Fee pursuant to the Planned Payment option, the Processing and Storage Fee will be payable as a single payment in accordance with Part A of the Fee Schedule, the first such instalment being due on receipt by us of the Cord Blood sample to be provided by you.
If you have clearly and expressly elected to make payment of the Processing and Storage Fee pursuant to the Planned Payment option (as indicated in the section headed ‘Your Membership Details’ in the Informed Consent and Medical Health Questionnaire Form), then the Processing and Storage Fee will be payable in four instalments in accordance with Part B of the Fee Schedule, the first such instalment being due on receipt by us of the Cord Blood sample to be provided by you.
You should note that the aggregate Processing and Storage Fee payable under the Planned Payment option (as detailed in Part B of the Fee Schedule) is greater than the Processing and Storage Fee detailed in Part A of the Fee Schedule.
We may accept payment of the Processing and Storage Fee by you pursuant to any authorised method of payment approved by us and provided by you to us without further notification to you or your further approval. We will nevertheless notify you in writing when payment of the Processing and Storage Fee is due and whether paid pursuant to such authorised payment method.
If payment is not successfully made by an authorised payment method approved by us in accordance with this Section 9 we will write to you requesting that such payment be made. If you fail to make any payment due to us under this Agreement within thirty (30) days of the date on which we ask for you to make such payment, we can charge interest on the outstanding sum on a day-to-day basis at an annual rate of three per cent (3%) above the Bank of England base rate at that time until the outstanding sum is paid to us in full in cleared funds.
If you fail to make any payment due to us under this Agreement within sixty (60) days of us asking for such payment to be made, we reserve the right to terminate this Agreement.
Fee Schedule
Administration Fee
To include:
£300 Single instalment
Subject to your right to cancel this Agreement within 7 working days as set out in Section 10, the Administration Fee is non-refundable.
We can accept payment of the Administration Fee by credit and/or debit card.
Processing and Storage Fee: Part A – non planned payments
To include:
Single instalment of £1,395
The Processing and Storage Fee is payable on receipt by us of your Cord Blood. We will notify you when such payment is due and whether such payment has been paid pursuant to an authorised payment method. Please note that your payment of the Processing and Storage Fee does not guarantee that the Cord Blood Stem Cells will be successfully processed or accepted for long-term storage. In particular, please note that the Cord Blood sample provided by you will be subject to testing for signs of microbiological contamination and will be subject to processing to seek to extract Cord Blood Stem Cells therefrom. In addition, the maternal blood sample collected at the birth of your Child and the second maternal blood test required to be provided at least 180 days (and in no event later than 270 days) after the birth of the Child will need to be tested for signs of infection.
Processing and Storage Fee: Part B – planned payments
To include:
First instalment of £595
The first instalment of the Processing and Storage Fee is payable on receipt by us of your Cord Blood (such due date being the “First Payment Date”). We will notify you when such payment is due and whether such payment has been paid pursuant to an authorised payment method.
Second instalment of £300
The second instalment of the Processing and Storage Fee is due 3 months after the First Payment Date.
Third instalment of £300
The third instalment of the Processing and Storage Fee is due 6 months after the First Payment Date.
Fourth instalment of £300
The fourth instalment of the Processing and Storage Fee is due 9 months after the First Payment Date.
Please note that your payment of the Processing and Storage Fee does not guarantee that the Cord Blood Stem Cells will be successfully processed or accepted for long term storage. In particular, please note that the Cord Blood sample provided by you will be subject to testing for signs of microbiological contamination and will be subject to processing to seek to extract Cord Blood Stem Cells therefrom. In addition, the maternal blood sample collected at the birth of your Child and the second maternal blood test required to be provided at least 180 days (and in no event later than 270 days) after the birth of the Child will need to be tested for signs of infection.
General
Please note that medical professionals, hospitals and/or persons engaged by you in connection with the collection of the Cord Blood, the maternal blood samples and the undertaking of a medical examination of you and a review of your health history may charge you a fee for such services in addition to the fees payable by you to us under this Agreement. These additional fees are your responsibility.
The above prices include VAT as applicable.
Where courier collection of the Cord Blood and maternal blood samples is not within the UK mainland the Processing and Storage Fee may be increased. Please notify us at the earliest opportunity if you will require collection to be made from outside the UK mainland in order that we may discuss such arrangements with you.
Duration of this Agreement
This Agreement begins on the day you sign this Agreement and, subject to earlier cancellation or termination of this Agreement under this Section 10 or Section 7, ends at the end of the Storage Period.
Ending this Agreement
(a) Your right to cancel within 7 working days
You have the right to change your mind about entering into this Agreement and to cancel this Agreement at any time up to seven (7) working days after the day you sign this Agreement, however you will lose this right if you require us to commence providing the Services to you prior to the end of this seven (7) working day period. If you do want to cancel this Agreement, you must give us notice in writing cancelling this Agreement prior to the end of such seven (7) working day period, in which event our obligation to provide the Services will cease and you shall cease to be obliged to make payment of the Administration Fee and the Processing and Storage Fee, save that: (i) if we have dispatched the Collection Kit to you prior to our receipt of your notice cancelling this Agreement, the Administration Fee shall continue to be payable by you in accordance with this Agreement (and shall be non-refundable if paid); and (ii) if we have commenced (or completed) testing or processing of your Cord Blood or maternal blood sample prior to our receipt of your notice cancelling this Agreement, the Process and Storage Fee shall continue to be payable by you in accordance with this Agreement (and shall be non-refundable if paid).
(b) Your right to terminate
You may terminate this Agreement due to a serious breach by us of our obligations under this Agreement, which (if capable of remedy) we have not remedied within thirty (30) days of receiving notice in writing from you requiring us to remedy that breach. If you terminate this Agreement under this provision, we shall provide you with a refund of such part of the Processing and Storage Fee as you have paid to us under this Agreement as reflects the outstanding period of the Storage Period during which further Services would otherwise have been provided to you. The amount of such refund shall be determined by reference to the costs incurred by us in providing the Services prior to such date. For clarity, you will not be entitled to a refund of the Administration Fee.
(c) Our right to terminate
We can terminate this Agreement:
(i) in accordance with Section 7;
(ii) if you fail to make any payment due to us under this Agreement within sixty (60) days of us asking for such payment to be made; or
(iii) if you are otherwise in breach of this Agreement which breach (if capable of remedy) you have not remedied within thirty (30) days of receiving notice in writing from us requiring you to remedy that breach.
(d) Mutual termination rights
Either you or us can terminate this Agreement at any time by giving not less than sixty (60) days’ notice in writing to the other. If we terminate this Agreement under this provision, we shall provide you with a refund of such part of the Processing and Storage Fee as you have paid to us under this Agreement as reflects the outstanding period of the Storage Period during which further Services would otherwise have been provided to you. The amount of such refund shall be determined by reference to the costs incurred by us in providing the Services prior to such date. If you terminate this Agreement in accordance with this provision, you shall not be entitled to any refund of any fees paid to us under this Agreement (other than, in our sole discretion, if we offer you a refund).
Consequences of ending this Agreement
If this Agreement ends for any reason, you will not be entitled to receive a refund of any fee you have paid to us under this Agreement, except where:
(i) you have terminated this Agreement in circumstances where paragraph (b) above of this Section 10 applies; or
(ii) we terminate this Agreement in circumstances where paragraph (d) above of this Section 10 applies; or
(iii) we (in our sole discretion) otherwise offer you a refund.
If you would like details of our current refunds policy please contact us for further information. Please note that application of our refunds policy shall at all times be subject to our sole discretion and that our refunds policy may change from time to time.
Where this Agreement is due to terminate at the end of the Storage Period, then prior to the end of the Storage Period, we will write to you at your last known address, or (if applicable) to the address of the third party nominated by you under the provision for notices in Section 11, for your instructions as to what you want us to do with your Stored Cells (if any).
If we terminate this Agreement as a result of us ceasing to trade for any reason, we will use reasonable endeavours to identify and notify you of a suitable alternative storage facility for your Stored Cells (if any) for the remainder of the relevant Storage Period.
As soon as possible prior to the end of this Agreement (other than where this Agreement has been terminated by us under Section 7 and/or paragraph (c) above of this Section 10), and in any event no later than sixty (60) days after the end of this Agreement, you must provide to us your written instruction to either: (i) release your Stored Cells (in which event the provisions of Section 6 concerning the release of Stored Cells shall apply); or (ii) to destroy your Stored Cells (if any). We accept no responsibility for your Stored Cells once we cease to store them at our storage facilities.
The following provisions of this Agreement shall continue in full force and effect notwithstanding the termination of this Agreement: Section 7 (Unacceptable Blood), Section 8 (Information), Section 10 (Duration and Termination), Section 11 (Miscellaneous) and Section 12 (Interpretation).
The following provisions of this Agreement shall continue in full force and effect notwithstanding the termination of this Agreement to the limited extent that such Sections concern Donated Cells And Blood: Section 5 (Processing and Storage) and Your Informed Consent.
In the event that you have agreed to pay the Processing and Storage Fee pursuant to the planned payment arrangements detailed in Part B of the Fee Schedule, if this Agreement is terminated on or subsequent to the First Payment Date you shall nevertheless remain liable to pay the second, third and fourth instalments of the Processing and Storage Fee on the dates set out in Part B of the Fee Schedule and the provisions of Section 9 (Fees) shall continue to apply in respect of such payments.
Save as expressly set out in this Agreement, the termination of this Agreement shall not release either party from any liability in respect of any warranty, representation, action or failure to perform any obligation under this Agreement in each case in respect of the period prior to such termination (including, without limitation, any obligation to make payment which is due and outstanding as at the date of termination).
Unclaimed Cells And Blood
In the event that:
(i) this Agreement has been terminated by us under paragraph (c) above of this Section 10; or
(ii) this Agreement is otherwise terminated and you fail to provide us with your written instruction in accordance with the above provision of this Section 10 (or you instruct us to release your Stored Cells but fail to comply with the requirements of Section 6 concerning the release of Stored Cells within the sixty (60) days after the end of this Agreement (or such longer period as we (in our sole discretion) may determine)),
then, all rights in your Stored Cells and all Cord Blood, maternal blood samples and Cord Blood Stem Cells (as the case may be) (together with all residual plasma, cells, blood and tissue (if any) derived from the relevant Cord Blood) will pass to us (to the extent not otherwise owned by us pursuant to Section 7) and shall thereafter be deemed to be “Unclaimed Cells And Blood” for the purposes of this Agreement.
You agree, on behalf of yourself and your Child, that all rights, title and interests in all Unclaimed Cells And Blood (if any) will pass to Virgin Health Bank Limited and, subject to applicable laws, we shall be entitled to destroy, dispose of, store and/or make use of (in whole or any part) any Unclaimed Cells And Blood, or supply the same to a third party. In particular, you agree and acknowledge, on behalf of yourself and your Child, that Unclaimed Cells And Blood may be used, and supplied for use, for:
(i) obtaining scientific or medical information about a living or deceased person which may be relevant to any other person (including a future person); or
(ii) transplantation,
whether by us (including, without limitation, as part of the operations of a Public Tissue Bank), by a third party or otherwise.
We undertake not to unlawfully disclose personal information concerning you and your Child so as to seek to preserve your anonymity in circumstances where Unclaimed Cells And Blood may be transferred to a third party.
Enforcement of this Agreement
The only people who can enforce rights under this Agreement are you and us and any person to whom the rights of such people under this Agreement are validly assigned or transferred.
If the Second Legal Guardian has signed this Agreement, then your rights under this Agreement shall accrue to and be enforceable by the Second Legal Guardian in the event of your death or permanent incapacity. In the event that (having used reasonable endeavours) we have been unable to make contact with you using the Contact Information you agree that we may take instructions from the Second Legal Guardian on your behalf.
If you die and the Child has not yet reached the age of eighteen (18) years, then your rights under this Agreement may be enforced by the Second Legal Guardian (if they are a party to this Agreement) or any person who has or is granted parental responsibility in respect of the Child.
If the Child dies before reaching the age of eighteen (18) years, your rights under this Agreement will continue to subsist and remain vested in you. If the Child dies after reaching the age of eighteen (18) years and taking control of the Cord Blood Stem Cells under Section 6, the Child’s rights under this Agreement will pass to the executors of the Child’s estate to distribute in accordance with the Child’s will or to the Child’s next-of-kin under the then applicable statutory rules of intestacy (as applicable).
Our liability to you
We warrant that the Services to be provided by us under this Agreement will be provided with reasonable care and skill. However:
(i) the effectiveness and success of using stem cells for specific therapeutic treatments depends on the circumstances of each individual case; we cannot guarantee the effectiveness and success of using Cord Blood Stem Cells for any therapeutic treatments or any other purpose;
(ii) the tests we carry out on receipt of Cord Blood Stem Cells cannot be exhaustive and we cannot guarantee that Cord Blood Stem Cells are not contaminated; and
(iii) even if Cord Blood Stem Cells are successfully stored and are capable of use in therapeutic treatments, the success of such treatments cannot be guaranteed.
Given the nature of the Services to be provided and in the light of conditions (i), (ii) and (iii) above, we do not accept liability for any loss or damage arising from:
(a) any failure of Cord Blood Stem Cells to treat any particular medical condition or provide any therapeutic benefit;
(b) the acts or defaults of any person other than us or our employees, agents and sub-contractors in the use of Cord Blood and/or Cord Blood Stem Cells; or
(c) any loss of, damage to or deterioration in Cord Blood and/or Cord Blood Stem Cells during transit from you to us or from us to you or any third party or once we cease to store Cord Blood Stem Cells at our storage facilities,
nor (provided that we have processed the Cord Blood and, if accepted by us into long term storage, have stored your Stored Cells in accordance with (i) this Agreement and (ii) all applicable laws) do we accept any liability for any loss or damage arising from any loss of, damage to or deterioration in the Cord Blood and/or Cord Blood Stem Cells caused by failures or deficiencies in the processing and/or storage method.
We are not in any way liable for any inability on our part to perform our obligations under this Agreement due to the failure of any equipment or power supply or due to any other circumstances beyond our reasonable control (including, but not limited to, any strike, industrial action, war, terrorism, fire, act of God, changes in legislation or prohibition or enactment of any kind) or for any loss or damage arising from any such inability.
Nothing in this Agreement shall exclude or in any way limit our liability for death or personal injury caused by our negligence or for fraudulent misrepresentation. Except as provided in the immediately preceding sentence, we shall not under any circumstances be liable in contract, tort, statute or otherwise for any economic loss (including, but not limited to, any increased costs or expenses or loss of profit, business, contracts, revenues or anticipated savings) or any indirect or consequential loss howsoever arising which may be suffered by you.
Except as expressly set out in this Agreement, all conditions and warranties, express or implied, as to the provision of the Services by us are hereby excluded to the fullest extent permitted by law.
If, notwithstanding any of the above exclusions and limitations of liability in this Agreement, we are found liable for any loss or damage suffered by you, then our maximum liability to you shall be limited to the total aggregate amount of all fees paid by you to us under this Agreement.
The benefit of the exclusions and limitations of liability in this Agreement shall also apply to our directors, employees, agents, sub-contractors and other representatives.
Our right to change these conditions
If: (i) it is necessary to do so because of any changes in regulation, legislation, industry codes of practice or advice or guidelines from the United Kingdom Department of Health or other applicable body; or (ii) any rules, regulations or other valid business reasons which make it necessary for us to change the way we operate or the fees we charge for the provision of the Services, we reserve the right to make consequent and corresponding changes to this Agreement at any time by giving not less than thirty (30) days’ notice to you of any such change(s). Where such a change is made in consequence of a valid business reason we shall take all reasonable measures to ensure that such change does not result in a materially detrimental change to the overall quality of the Services or the amount of the Administration Fee and Processing and Storage Fee, each as detailed in the Fee Schedule.
Save as provided in the immediately preceding paragraph, no variation or amendment to the terms of this Agreement shall be binding on either party unless expressly agreed in writing by such party.
Assignment and subcontracting
We can assign this Agreement to any person, firm or company, provided that we reasonably and honestly believe that such assignment will not result in a materially detrimental change to the overall quality of the Services. We will give you notice of any such assignment. We may subcontract any or all of our obligations under this Agreement (including, without limitation, any obligation concerning the testing, processing and storage of tissues and/or cells).
Notices
If you need to send us any notices or communications under this Agreement, you must send them in writing by first class or registered post or recorded delivery to our address as set out in the Contact Information at the front of this Agreement or any alternative address that we notify to you from time to time.
If we need to send you any notices or communications under this Agreement we will send them in writing by first class or registered post or recorded delivery to your address as notified by you to us in the Contact Information at the front of this Agreement. If you change address at any time, it is very important that you notify us of your new address as soon as possible.
You may nominate any third party to receive notices and communications under and/or in connection with this Agreement from us on your behalf if we are ever unable to contact you. Any such nomination must include the third party’s written consent for us to use his/her personal information for such purposes. Any notice served on this third party by us is deemed to have been served on you and you will be deemed, once any such notice has been served on such third party, to have received and become aware of the contents and subject matter of such notice as if it had been served on you personally.
Law and disputes
This Agreement is governed by the law of England and Wales.
You agree that any disputes between you and us under or in connection with this Agreement shall be heard in the English courts. However, if you live in a country outside of England, this shall not affect any rights we may have to take action in the courts of your home country.
Words and expressions used in this Agreement
In this Agreement the following words have the meanings set out below. These words are shown by the use of capital letters.
| Administration Fee | the fee for (i) the Collection Kit and its delivery, (ii) account set up, and (iii) the initial administration costs, as set out in the Fee Schedule; |
| Child | your child in relation to the birth of which the Cord Blood sample is taken; |
| Collection Equipment | the equipment contained within the Collection Kit for your medical professional to collect the Cord Blood and first maternal blood sample; |
| Collection Kit | the kit to be sent to you which will contain, amongst other things, (i) the equipment necessary for your medical professional to collect the Cord Blood, (ii) the equipment necessary for your medical professional to collect the first maternal blood sample in order for us to perform the first series of blood tests as detailed in Section 4 (the First Maternal Blood Collection Test Kit), (iii) full instructions and documentation for you and your medical professional, indicating what you and your medical professional need to do at and after the birth, and (iv) the necessary packaging and labelling for you to return the Cord Blood and the first maternal blood samples to us; |
| Contact Information | the contact information set out at the start of this Agreement; |
| Cord Blood | blood taken from the placenta and umbilical cord; |
| Cord Blood Stem Cells | stem cells extracted from the Cord Blood; |
| Donated Cells And Blood | Unacceptable Blood (if any), all Residual Cells (if any) and all Unclaimed Cells And Blood (if any), all right title and interest in which passes to us pursuant to this Agreement; |
| Fee Schedule | the Fee Schedule as set out in Section 9 of this Agreement which sets out the payments to be made by you; |
| Human Tissue Authority | The Human Tissue Authority is the body that regulates and licences cord blood banks in the UK |
| Maternal Blood Sample Procurement Report | the report to be completed by the relevant medical professional relating to the collection of the second maternal blood sample; |
| Medical Health Questionnaire | the questionnaire completed by you, in which you provide us with certain information about your health history; |
| Payment Authorisation | a credit card and/or debit card payment authorisation in a form approved by us in respect of the Administration Fee and the Processing and Storage Fee. |
| Processing and Storage Fee | the fee for (i) the transportation of Cord Blood to our facilities, (ii) performing the maternal blood tests; and (iii) the processing, cryopreservation and storage of Cord Blood Stem Cells, as set out in the Fee Schedule; |
| Procurement Report | the report to be completed by the relevant medical professional relating to the collection of the Cord Blood and the first maternal blood sample; |
| Release Form | a form prescribed by us pursuant to which instructions may be given by you to us to release your Stored Cells; |
| Residual Cells | all Cord Blood Stem Cells (if any) which are successfully extracted from the Cord Blood in excess of your Stored Cells (together with all residual plasma, cells, blood and tissue (if any) derived from the Cord Blood); |
| Second Maternal Blood Collection Kit | the second kit sent to you approximately 180 days after the birth of your Child and which will contain, amongst other things, (i) the equipment necessary for your medical professional to collect the second maternal blood sample in order for us to perform the second series of tests on the blood sample as detailed in Section 4, (ii) full instructions and documentation for you and your medical professional, indicating what you and your medical professional need to do at and after the birth, and (iii) the necessary packaging and labelling for you to return the second maternal blood sample to us; |
| Storage Period | the period of twenty (20) years from the date on which we first cryogenically store the Cord Blood Stem Cells; |
| Stored Cells | the Cord Blood Stem Cells extracted from the first 5ml of volume reduced volume of Cord Blood provided by you which Cord Blood Stem Cells have been successfully extracted from the Cord Blood provided by you and which we have determined to be suitable for long term storage; |
| Unclaimed Cells And Blood | means Stored Cells and all Cord Blood, maternal blood samples and Cord Blood Stem Cells (as the case may be) (together with all residual plasma, cells, blood and tissue (if any) derived from the relevant Cord Blood) deemed to be Unclaimed Cells and Blood pursuant to Section 10; |
| We, Us, Our | Virgin Health Bank Limited, a company incorporated in England with registered number 05359946; and |
| You, Your, Yourself | the mother, as identified at the front of this Agreement. |
References to Sections, Paragraphs and the Appendix are to sections, paragraphs and the appendix to this Agreement.
The headings in this Agreement are for convenience only and shall not affect its construction or interpretation.
Our contact details
Virgin Health Bank Customer Support Centre
250 Gunnersbury Avenue London W4 5QB
0845 620 9663
Authorised by the Human Tissue Authority. Licence number 22514
Registered office: Virgin Health Bank Limited, The School House, 50 Brook Green, London, W6 7RR
Registered in England. Registered number: 05359946
VAT registration number: 858 3748 73
Payment details
<You have chosen to pay the Processing and Storage Fee in a single instalment (see Terms and Conditions, Fee Schedule, Part A)>
<You have chosen to pay the Processing and Storage Fee, using the payment plan (see Terms and Conditions, Fee Schedule, Part B)>
You are advised to read through these terms and conditions of this Agreement
By signing below you agree to accept and be bound by the terms, conditions and limitations set out in this Agreement.
I/We understand that the provision of Services by Virgin Health Bank Limited is subject to the terms, conditions and limitations set out in the Agreement which I/We have read and to which I/We agree.
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