Terms & Conditions for United States
Lucence Health Inc. (“Lucence”) provides test procedures on samples based on selected tests, and test reports based on tests selected (“Services”).
Lucence shall provide the Services from its laboratory located at 3520 West Bayshore Road, Palo Alto, California 94303. Lucence shall ensure that the Services will be provided with reasonable skill and care in accordance with its usual quality assurance standards. Lucence shall take appropriate action necessary to obtain and/or renew its licence, certification and accreditation necessary to perform the Services.
1. Payment terms
Payment shall be made to Lucence within thirty (30) days from the date of Lucence’s invoice or within such other time period as may be agreed.
If test order is cancelled any time after receipt of sample by Lucence, Lucence reserves the right to charge a fee for work done, up to the total cost of the test.
Any unpaid invoices (or any part thereof) will be considered past due after thirty (30) days of the invoice date. Upon non-payment of any invoice rendered for the Services, Lucence reserves the right to discontinue providing the Services to the ordering physician and/or clinic/hospital until the balance is paid in full. Lucence shall also be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount at the rate of 1.5 percent (1.5%) per month from the due date until the outstanding amount is paid in full.
2. Turnaround Time(s) (“TAT”) as a guide only
All turnaround times for tests administered by Lucence are provided as an indicative guide only and are based on Lucence’s experience of the time taken for the majority of such test results to be delivered. ‘Business day’ refers to Mondays-Fridays, 9am-5pm only, excluding Saturdays, Sundays, and public holidays. The cut-off time for sample receipt in Lucence’s laboratory is 4.30pm on business days. Samples that arrived in our laboratory after 4.30pm shall only be processed the following business day. As the performance of the tests may require the input of third parties and involve factors that are not within Lucence’s control, Lucence is unable to guarantee the turnaround time. However, Lucence shall keep the ordering physician informed if there are any unusual delays.
3. Liabilities
Lucence shall not be liable for any loss of profit, indirect, consequential or special damages or losses suffered by the ordering physician, clinic/hospital in connection with the use of the Services, including but not limited to any delays in the delivery of the test results. Further, Lucence shall have no liability to the clinic/hospital for any losses, damages, costs, expenses or other claims for compensation arising from any information or instructions supplied by the ordering physician or clinic/hospital which is or are incomplete, incorrect or inaccurate. In no event shall Lucence’s total liability to the clinic/hospital under exceed in aggregate the total amount paid by the clinic/hospital for the services rendered by Lucence hereunder twelve (12) months prior to the clinic’s/hospital’s claim. Any claim made by the clinic/hospital against Lucence shall be submitted within three (3) months after the subject matter giving rise to the claim has arisen, failing which any such claim will be void. On the other hand, the clinic’s/hospital’s total liability to Lucence shall be limited to the total value of the Services provided by Lucence.
The ordering physician agrees and undertakes to Lucence:
a. to be liable for all damages and losses which Lucence may suffer or incur arising from any act caused intentionally or negligently by the ordering physician, its officers or any other person employed by the ordering physician; and
b. to fully defend, indemnify and hold harmless Lucence and its related corporations or associated companies, employees, representatives, agents and officers from and against any claim, action, demand or complaint by any third party, including all liabilities, penalties, losses, costs, damages and expenses suffered or incurred by Lucence in connection with the use of the services hereunder
c. that all necessary consents from the Patient to whom the Protected Health Information (“PHI”, as the term is defined in 45 CFR 160.103) relates either have been obtained, or at the time of disclosure will have been obtained, for the disclosure of their personal data to Lucence, for Lucence’s collection, processing, use and/or disclosure for the services specified in this form and that such consents are valid and have not been withdrawn. Please refer to the Privacy Policy available online at https://www.lucence.com/privacy for details on the management of personal data by Lucence.
4. On-Demand Express Service
Lucence and the ordering physician may have mutually agreed in writing outside the test order form for certain tests to specifically have shorter turnaround time(s) at customized prices (“On-Demand Express Service”). For the avoidance of doubt, the above terms in relation to payment, turnaround time(s) and liabilities shall apply mutatis mutandis to such On-Demand Express Services.
5. Customers with existing service agreements
If there is any conflict between the terms and conditions on the Lucence website and a customer’s existing service agreement, the terms of such existing service agreement shall supersede. These terms shall be governed by and construed in accordance with, the laws of the State of California.
Updated as of 11 August 2020
Terms & Conditions for Singapore & Rest of World
These Order Terms and Conditions (the “Order Terms”) govern the terms of provision of any Services (as defined below) by Lucence Diagnostics Pte. Ltd. (UEN. 201605840N), a company incorporated in Singapore with its registered address at 211 Henderson Road, #04-02 Henderson Industrial Park, Singapore 159552 (“Lucence”) to a customer (“Customer”) named in the relevant quotation issued by Lucence. Lucence and the Customer may each be referred to in these Order Terms as a “Party”.
1. Services
1.1 Lucence provides test procedures on samples based on selected tests and provides test reports based on tests selected (the “Services”) to the Customer.
1.2 Lucence shall provide the Services from its laboratory located at 211 Henderson Road, #04-02 Henderson Industrial Park, Singapore 159552. Lucence shall ensure that the Services will be provided with reasonable skill and care in accordance with its usual quality assurance standards. Lucence shall take appropriate action necessary to obtain and/or renew its licence, certification and accreditation necessary to perform the Services.
2. Payment Terms
2.1 Lucence shall invoice the Customer at the end of each month in which the Services are provided, or at other times as may be agreed with the Customer.
2.2 Unless otherwise agreed between Lucence and the Customer, all payment to be made by the Customer to Lucence shall be paid without any demand, set-off, counterclaim or deduction whatsoever; free and clear of and without any deduction or withholding of any taxes; and by cheque or by telegraphic transfer to the bank account as indicated by Lucence or such other account as may be designated by Lucence from time to time, with all bank charges to be borne by the Customer.
2.3 The Customer shall pay Lucence within thirty (30) calendar days from the date of Lucence’s invoice or within such other time period as may be agreed. If payment is received within ten (10) calendar days from the date of the invoice, the Customer shall be entitled to a discount of 1 percent (1%) on the total invoice amount. This discount shall be applied to the invoice amount prior to any taxes or additional charges.
2.4 If the test order is cancelled any time after receipt of sample by Lucence, Lucence reserves the right to charge a fee for work done, up to the total cost of the test.
2.5 Any unpaid invoices (or any part thereof) will be considered past due after thirty (30) calendar days of the invoice date. Upon non-payment of any invoice rendered for the Services, Lucence reserves the right to discontinue providing the Services to the Customer until the balance is paid in full. Lucence shall also be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount at the rate of 1.5 percent (1.5%) per month from the due date until the outstanding amount is paid in full. Such interest shall be compounded every thirty (30) calendar days until full payment of the overdue amount, including accrued interest, is received. Interest shall be calculated on the principal amount as well as any previously accrued interest. Lucence retains the right to waive interest and/or determine the allocation of payments, in its sole discretion.
3. No Guarantee or Warranty
3.1 SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, LUCENCE DISCLAIMS ANY AND ALL REPRESENTATIONS AND EXPRESS AND IMPLIED WARRANTIES IN RELATION TO THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THE SERVICES.
3.2 All turnaround times for the Services provided by Lucence are an indicative guide only and are based on Lucence’s experience of the time taken for the majority of such test results to be delivered. As the performance of the Services may require the input of third parties and involve factors that are not within Lucence’s control, Lucence is unable to guarantee the turnaround time. However, Lucence shall keep the Customer informed if there are any unusual delays.
3.3 The cut-off time for sample receipt in Lucence’s laboratory is 5.00 pm on Business Days. Samples that arrived in Lucence’s laboratory after 5.00 pm shall only be accepted the following Business Day. ‘Business Day’ refers to Mondays – Fridays, 9.00 am – 6.00 pm only (Singapore Time), excluding Saturdays, Sundays, public holidays, and eves of public holidays.
4. Liabilities
4.1 Each Party shall not be liable for any indirect, incidental, special, exemplary, punitive, speculative or consequential damages whatsoever and howsoever resulting from or in connection with the Services, including without limitation any economic loss or other loss of turnover, revenue, profits, business, or goodwill of the other Party. This limitation of liability shall apply to all claims for damages irrespective of the legal grounds, including but not limited to tort, breach of contract and breach of duty prior to contract.
4.2 In any event and for the avoidance of doubt, Lucence shall not be liable to the Customer or be deemed to be in breach these Order Terms by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond Lucence’s reasonable control. Further, Lucence shall have no liability to the Customer for any losses, damages, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Customer which is or are incomplete, incorrect or inaccurate.
4.3 In no event shall Lucence’s total liability to the Customer exceed in aggregate the total amount paid by the Customer for the Services rendered by Lucence hereunder twelve (12) months prior to the Customer’s claim. Any claim made by the Customer against Lucence shall be submitted within three (3) months after the subject matter giving rise to the claim has arisen, failing which any such claim will be void. On the other hand, the Customer’s total liability to Lucence shall be limited to the total value of the Services provided by Lucence. Nothing in this Clause limits or excludes either Party’s liability for any liability that cannot be legally limited or excluded by law.
5. Indemnity
The Customer shall be liable for all damages and losses which Lucence may suffer or incur arising from any act caused intentionally or negligently by the Customer, its officers or any other person employed by the Customer; and shall fully defend, indemnify and hold harmless Lucence and its related corporations or associated companies, employees, representatives, agents and officers from and against any claim, action, demand or complaint by any third party, including all liabilities, penalties, losses, costs, damages and expenses suffered or incurred by Lucence in connection with the use of the Services hereunder.
6. Intellectual Property Rights
6.1 The Customer agrees and acknowledges that the goodwill, patent, copyright, trade mark and all other intellectual property rights and other rights associated with the Services and any documentation, materials, data, and information provided by Lucence vests in Lucence and that it is the intention of the Parties that all such rights will at all times hereafter and for all purposes remain vested in Lucence. In the event that any such rights at any time accrue to the Customer by operation of law or howsoever arising otherwise, the Customer will (at its own expense upon Lucence’s demand) do all such acts and things and execute all such documents as Lucence shall deem necessary to vest such rights absolutely in Lucence, without Lucence having to pay any fee or premium to the Customer.
6.2 All modifications, additions, alterations, enhancements, improvements, upgrades or new versions of the tests conducted by Lucence in connection with the Services shall be owned by Lucence.
6.3 The Customer shall, at the request of Lucence, enter into such agreements with Lucence (including without limitation, licence and registered user agreements) and shall execute such documents and carry out such actions as may be necessary to protect and register any of Lucence’s intellectual property rights.
7. Use of Name
Neither Lucence nor the Customer shall use the name, logos, trade marks or service marks of the other Party in any publication, press release, marketing and promotional material, or other form of publicity without obtaining the prior written consent of the other Party in each instance save as required by any applicable law or governmental regulation.
8. Governing Law and Dispute Resolution
8.1 These Order Terms shall be governed by, and construed in accordance with, the laws of Singapore, without regard to any conflict-of-law principles.
8.2 Any dispute among Lucence and the Customer arising out of or in connection with these Order Terms shall be referred to and finally resolved by mutually binding confidential documents-only arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The procedural law of the arbitration shall be the laws of Singapore. Neither a Party nor its representatives may disclose the existence, content or results of any arbitration without the prior written consent of both Parties, save as required by law or to protect or pursue a legal right.
Updated as of 10 April 2025