Terms and Conditions

Terms and Conditions for the Supply of Services by Vet CT

These Terms and Conditions contain limitations on Vet CT’s liability.

The Client will be asked to click to accept the Terms and Conditions when registering on Vet CT’s website at www.vet-ct.com.

1 Definitions

In these Terms and Conditions;

1.1“Authorised Users” means any employee, contractor, affiliate or other third party of the Client authorised to receive the Services on behalf of the Client;

1.2“Background Materials” means all work, materials, software and access to software, and information provided or made available by Vet CT to the Client relating to the Services which existed prior to the Contract or which were created or arose independently of the Contract;

1.3“Case” means the details of each animal patient case, including all Client Materials relating to that case, submitted to Vet CT by or on behalf of the Client (in respect of which the Services are provided);

1.4“Client” means the person, firm or company purchasing the Services;

1.5“Client Materials” means the materials, images, documents and information provided by the Client relating to the Services;

1.6“Confidential Information” means any information provided or otherwise made available by either Party (whether before, on or after the commencement of the Contract) to the other Party and which is marked as “confidential”, or is stated to be confidential, or is reasonably understood in the circumstances of disclosure to be confidential;

1.7“Contract” means this contract for services entered into between the Client and Vet CT incorporating these Terms and Conditions and includes any statement of work or other written document entered into between the parties pursuant to it;

1.8“Contract Year” means a twelve month period commencing on the date that the Client accepts the Terms and Conditions or an anniversary of such date, as applicable;

1.9“Deliverables” means the Reports and any other work and materials to be created or developed by or on behalf of Vet CT for the Client in the course of the Services;

1.10“Expenses” means the expenses (if any) additionally payable to Vet CT by the Client in relation to any Case;

1.11“Fees” means the fees payable to Vet CT by the Client in relation to each Case as specified by Vet CT prior to commencement of the Services (as may be increased from time to time pursuant to clause 3.7 below);

1.12“Key Dates” means the dates (if any) for the provision of some or all of the Services in relation to a Case;

1.13“Parties” means both Vet CT and the Client (and “Party” means either one of them);

1.14 “Registration” means online registration by the Client on Vet CT’s website;

1.15“Report” means a report created or developed by or on behalf of Vet CT for the Client in relation to a Case, including but not limited to a small animal radiographic report, a small animal MRI report, a small animal CT report, a small animal fluoroscopy report or a telemedicine report;

1.16“Services” means the services to be provided to the Client by Vet CT in respect of each Case (including the creation or development of the Deliverables), together with any other services that Vet CT provides or agrees to provide to the Client;

1.17 “Vet CT” means Vet CT Specialist Limited, company number 06955449, which has its registered office at St John’s innovation Centre, Cowley Road, Cambridge, CB4 0WS; and

1.18“Vet CT Information” means any and all data and other information collected, summarised and/or produced by or on behalf of Vet CT and delivered to the Client by Vet CT as part of the Services.

2 Supply of Services

2.1These Terms and Conditions are the only terms and conditions upon which Vet CT is prepared to provide Services to the Client and they shall govern the Contract to the exclusion of all other terms and conditions (including without limitation any terms and conditions contained in any purchase order, specification or other document supplied by the Client).

2.2The Contract is formed at the earlier of (a) the date on which the Client accepts these terms and conditions (whether online or otherwise) (b) the date on which Vet CT commences the Services.

2.3Vet CT shall provide the Services to the Client with reasonable care and skill upon the terms of the Contract.

2.4Unless otherwise agreed in writing, the amount of time which Vet CT devotes to the Services and the manner in which it provides the Services shall be a matter for Vet CT’s own professional judgment.

2.5All Reports are an interpretation of imaging findings only. The Client shall be responsible for application of the Report in its practice and Vet CT shall not be responsible or liable for such application or any determination made on the basis of such reports in respect of the Client’s practice.

2.6Vet CT shall use all reasonable endeavours to meet the Key Dates and any other dates for the provision of the Services which may be agreed between the Parties from time to time, but these are all estimates only and time shall not be of the essence for the provision of any of the Services.

2.7Vet CT reserves the right to charge additionally, at its usual consultancy rates from time to time, for any additional services requested by the Client which Vet CT reasonably believes do not fall within the scope of the Services and which Vet CT agrees (at its absolute discretion) to provide. However, no such charges will be made or additional services provided without the prior agreement of the Client.

2.8Vet CT shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and Vet CT shall notify the Client in such event.

2.9Each Party shall nominate a person from time to time to be the main point of contact for the other in relation to the provision of the Services.

3 Fees and Expenses

3.1In consideration for the Services to be provided by Vet CT, the Client shall pay the Fees and any Expenses to Vet CT.

3.2Vet CT will ordinarily invoice the Client for the Fees and Expenses on a monthly basis. Notwithstanding this, Vet CT may invoice the Client in relation to each Case:

3.2.1for the Fees at any time after the earlier of (a) the date on which the Client accepts these terms and conditions and (b) the date on which Vet CT commences the provision of the Services for that Case; and

3.2.2for the Expenses at any time after they are incurred by Vet CT.

3.3The Client shall pay Vet CT’s invoices in full, in pounds sterling, within 14 days of the date of invoice, without any set-off or deduction. Time for payment of Vet CT’s invoice(s) shall be of the essence of the Contract.

3.4If any payment of Vet CT’s invoice(s) is not made by the due date, then without prejudice to any other right or remedy to which Vet CT may be entitled, Vet CT may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and/or may suspend the Services until payment is made in full (in which case the Client shall be liable for any resultant costs and expenses incurred by Vet CT).

3.5Notwithstanding any other provision of this Contract, all payments due to Vet CT under this Contract shall become due immediately upon its termination.

3.6The Fees, Expenses and any other sums payable to Vet CT under this Contract are exclusive of VAT and any other applicable sales tax, which the Client shall additionally pay to Vet CT at the applicable rate from time to time.

3.7Vet CT may from time to time increase the Fees on 30 days’ written notice to the Client. Details of the increase shall either be set out in the written notice and/or confidentially published on the Vet CT website, details of such confidential location being set out in the written notice.

4 Intellectual Property Rights

4.1All intellectual property rights and other rights in the Background Materials shall (as between Vet CT and the Client) remain the property of Vet CT.

4.2All intellectual property rights and other rights in the Deliverables and the Vet CT Information shall (as between Vet CT and the Client) be owned by Vet CT and shall vest in Vet CT upon creation.

4.3Vet CT hereby grants to the Client a non-exclusive, royalty free, non-sub-licensable and revocable licence to use the Deliverables for the purposes of the operation of the Client’s veterinary surgery, practice, hospital or clinic (including the right to show the Deliverable to customers of the Client). The Client shall not reproduce or publish the Deliverables without the prior written consent of Vet CT.

4.4Any suggested modifications or improvements to the Services submitted to Vet CT by the Client or any Authorised Users of the Client shall be the exclusive property of Vet CT to exploit or to not exploit as Vet CT solely deems appropriate.

5 Obligations of the Client

5.1The Client shall:

5.1.1ensure that the details of each Case provided to VetCT are complete and accurate;

5.1.2obtain and maintain all necessary licences, registrations, permissions and consents which may be required for the Services.

5.2The Client shall send Client Materials and instructions to Vet CT and shall not instruct or provide materials to the consultants or employees of Vet CT directly.

5.3Subject to clause 5.4, it is a condition of this Contract that the Client is fully licensed as a veterinary surgery in every jurisdiction in which it examines, diagnoses and/or treats animals and it is a further condition of this Contract that the Client at all times complies with all relevant laws and regulations in such jurisdictions pertaining to the examination, diagnoses and treatment of animals. The Client undertakes and warrants to Vet CT that it shall maintain such licensing and observe all such laws and regulations for the duration of the Contract.

5.4Where the Client is not a licensed veterinary surgery, Vet CT may agree in the writing to waive the condition at clause 5.1 above provided that it shall be a condition of this Contract that the Client maintains a veterinary surgeon as an employee or consultant of the Client who is fully licensed in every jurisdiction in which he or she examines, diagnoses and/or treats animals and who is nominated by the Client as the sole recipient to receive and analyse reports from Vet CT. It is a further condition of this Contract that such veterinary surgeon shall at all times comply with all relevant laws and regulations in such jurisdictions pertaining to the examination, diagnoses and treatment of animals. The Client undertakes and warrants to Vet CT that it shall maintain the employment or consultancy of such veterinary surgeon and warrants that such veterinary surgeon shall observe all such laws and regulations for the duration of the Contract.

5.5The Client shall at its own expense provide Vet CT with all the cooperation and with all the Client Materials which Vet CT may reasonably require to provide the Services. The Client is solely responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access or use the Services and all related charges.

5.6The Client undertakes to Vet CT that the Client Materials it provides to Vet CT shall be of sufficient detail and of sufficient quality to allow Vet CT to perform its obligations under this Contract.

5.7The Client shall maintain primary copies of all Client Materials and the Client confirms that Vet CT shall not be responsible for maintaining, storing or returning Client Materials unless otherwise agreed in writing between the parties.

5.8The Client warrants that the Client Materials shall be accurate in all material respects and that their use by Vet CT for the purposes of providing the Services shall not infringe the intellectual property or any other rights of any third party. The Client shall indemnify and keep indemnified Vet CT against any losses, damages, costs or expenses (including reasonable legal expenses) which arise out of or in connection with any breach of either or both of these warranties.

5.9If Vet CT’s performance of its obligations under this Contract is prevented or delayed by any act or omission of the Client, its agents, sub-contractors, consultants or employees, Vet CT shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

5.10The Client shall not, at any time from the commencement of this Contract until six (6) months after the completion of the Services, solicit or seek to entice away from Vet CT any person who is, or has been, engaged as an employee, consultant or sub-contractor by Vet CT in the provision of the Services.

6 Storage and Publicity

6.1Vet CT shall be entitled to name the Client in its published lists of clients, and to use anonymised copies and images of the Deliverables in Vet CT’s own publicity materials as examples of Vet CT’s work for the Client and the Client hereby consents to such activities.

6.2VetCT shall be entitled to retain, use and publish anonymized versions of the Client Materials for the purposes of teaching, publicity, research and otherwise operating and developing the Vet CT group’s business and the Client hereby grants a perpetual, royalty free licence to Vet CT (and its affiliates) for such purposes. For the avoidance of doubt, the Client Materials shall cease to be Confidential Information once anonymized.

6.3Where the Client has requested that Vet CT stores Client Materials in relation to a Case, the Services provided by Vet CT in relation to the Case shall include storage and Vet CT shall store and process the Client Materials in accordance with the Client or its Authorised Users’ written instructions. The Client acknowledges that Vet CT is under no duty to investigate the completeness, accuracy or sufficiency of any instructions or the Client Materials. Vet CT will take reasonable precautions to preserve the integrity of any Client Materials it stores and to prevent corruption or loss of Client Materials.

7 Confidentiality

7.1Each Party agrees to use the other Party’s Confidential Information solely for the purposes of the Contract and not, at any time during the term of the Contract or for a period of one (1) year thereafter, to disclose the same whether directly or indirectly, to any third party (other than, in the case of Vet CT, to its affiliates and sub-contractors who are under equivalent obligations of confidentiality as are contained herein) without the other Party’s prior written consent.

7.2The restriction in clause 7.1 shall not apply to Confidential Information: (a) which was public knowledge or already lawfully known to the receiving Party at the time of disclosure to it, or (b) which subsequently becomes public knowledge other than by a breach of a duty owed to the first disclosing Party, or (c) which subsequently comes lawfully into the possession of the receiving Party from a third party, or (d) to the extent that it has to be disclosed by law.

8 Liability

8.1This clause 8 sets out the entire financial liability of Vet CT (including any liability for the acts or omissions of its employees, agents, consultants and sub-contractors) to the Client under or in connection with the Contract, whether arising in contract, tort, negligence, breach of statutory duty or otherwise.

8.2Except as expressly set out in the Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Contract.

8.3Nothing in this Contract shall exclude or limit the liability of Vet CT for death (of a natural person) or personal injury (of a natural person) resulting from negligence, or for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.

8.4Subject to clause 8.3:

8.4.1Vet CT shall have no liability for any damage to or loss of property, loss of profits, loss of business, loss of reputation, loss of anticipated savings, loss of or corruption of data;

8.4.2Vet CT shall have no liability for any special, indirect, consequential or pure economic loss; and

8.4.3subject to clauses 8.4.1 and 8.4.2, VetCT’s total liability for direct loss in tort, contract or otherwise arising under or in connection with this Contract shall be limited (i) for any claim relating to a Case, to the Fees paid or payable in respect of that Case, and (ii) in any event, to the total Fees paid or payable in the Contract Year to which any claim made under or on connection with this Contract relates (or, after expiry or termination, to the Fees paid or payable in the final 12 months of this Agreement).

8.5The Client shall indemnify Vet CT against any claims, losses, damages, costs (including all legal fees) and expenses incurred by or awarded against Vet CT arising out of or in connection with the storage or use of the Client Materials in accordance with the terms of this Contract and/or any use by the Client of the Deliverables, except to the extent that the claims against Vet CT have arisen out of or in connection with any negligence or wilful default of Vet CT.

9 The Client’s rights to cancel and applicable refund

9.1Before Vet CT begins to provide the Services for any Case, the Client has the following rights to cancel the Services for that Case, including where it chooses to cancel because Vet CT is affected by a Force Majeure Event or if Vet CT change these Terms and Conditions under clause 12.5 to the Client’s material disadvantage:

9.1.1The Client may cancel the Services for any Case at any time before the start date for those Services by contacting Vet CT. Vet CT will confirm the cancellation in writing.

9.1.2If the Client cancels Services under clause 9.1.1 and has made any payment in advance for Services that have not been provided, Vet CT will refund these amounts to the Client.

9.1.3However, if the Client cancels Services under clause 9.1.1 and Vet CT has already started work on those Services by that time, the Client will pay Vet CT any costs Vet CT reasonably incurred in starting to fulfil the Services, and this charge will be deducted from any refund that is due to the Client or, if no refund is due, invoiced to the Client. Vet CT will inform the Client what these costs are when the Client contacts Vet CT. However, where the Client cancels Services in respect of any Case because of Vet CT’s failure to comply with these Terms and Conditions (except where Vet CT have been affected by a Force Majeure Event), the Client does not have to make any payment to Vet CT.

9.2Once Vet CT has begun to provide the Services, the Client may cancel the Contract at any time by providing Vet CT with at least 30 calendar days’ notice in writing. Any advance payment made for Services that have not been provided will be refunded to the Client.

9.3Once Vet CT has begun to provide the Services, the Client may cancel the Contract with immediate effect by giving Vet CT written notice if:

9.3.1either of the events specified in clause 10.2.2 apply to Vet CT;

9.3.2these Terms and Conditions are changes pursuant to clause 12.5 to the Client’s material disadvantage;

9.3.3Vet CT is affected by a Force Majeure Event.

10 Term and Termination

10.1Subject to earlier termination in accordance with clause 8.4.3 or this clause 10, this Contract shall remain in force until the completion of the Services.

10.2Either Party may, by notice in writing to the other Party, terminate this Contract without incurring liability to the other Party:

10.2.1for any reason on 30 days’ written notice; or

10.2.2immediately if the other Party:

(i)is in material breach of any term of the Contract and fails to remedy such breach (if capable of remedy) within twenty eight (28) days of having received written notice of such breach from the complaining Party; or

(ii)goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with its creditors or enters administration, or ceases (or threatens to cease) trading, or takes or suffers any similar or analogous action in consequence of debt.

Termination (however caused) or expiry of this Contract shall be without prejudice to any rights, obligations or liabilities accrued at the date of termination or expiry. The provisions of this Contract which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination or expiry, including without limitation all the provisions of clauses 6, 7, 8, and 12.

11 Force Majeure

11.1Vet CT shall have no liability to the Client under or in connection with the Contract for any delay or failure in performance, in whole or in part, if such delay or non-performance is due to any cause beyond Vet CT’s reasonable control (“Force Majeure Event”).

12 General

12.1All notices under the Contract shall be in writing and shall be delivered by hand or sent by first class post (or by air mail if to/from outside the UK) or by fax (confirmed by first class or air mail post as applicable) or by email to the other Party at its address provided at Registration or such other address as may at the relevant time have been notified. Notices sent in accordance with this clause shall be deemed to be received (i) at the time of delivery if delivered by hand, (ii) two working days after posting if sent by post or (iii) at the time of sending if sent by fax or email during working hours on a working day (and otherwise the first working day after sending) unless a failed to send or other message of non-delivery is received by the sender. This clause shall not apply to the service of any proceedings or documents in any legal action.

12.2The Client may not assign or transfer the Contract or any of its rights under this Contract without Vet CT’s prior written consent. Vet CT may assign or transfer the Contract to any subsidiary of Vet CT or any company within the group of Vet CT and may carry out some or all of its obligations under the Contract through any third party sub-contractors.

12.3This Contract constitutes the entire agreement between the Parties with regard to its subject matter and supersedes and replaces any prior arrangement, understanding or statement between them relating to it. The Client acknowledges that, in entering the Contract, it does not rely on any statement, representation, assurance or warranty of any person (whether a Party or not) other than as expressly set out in the Contract. However, nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

12.4Subject to clause 12.5, no variation to these Terms and Conditions shall be valid unless agreed in writing.

12.5Vet CT reserves the right to vary these Terms and Conditions from time to time. Whenever these Terms and Conditions are varied by Vet CT, Vet CT shall notify the Client via the Company’s website of any proposed amendments to these Terms and Conditions at least 28 days in advance of such amended Terms and Conditions (“Amended T&Cs”) being published on the Company’s websites (“Publication”). The Amended T&Cs shall constitute the Terms and Conditions from the date of Publication provided that the Amended T&Cs shall not apply to any Services instructed on or before the date of Publication.

12.6Nothing in this Contract shall constitute or be deemed to constitute a partnership or relationship of agency between the Parties and neither Party shall have any authority to bind the other in any way.

12.7No failure or delay by Vet CT to exercise any right under the Contract shall be deemed to be a waiver of that right, nor preclude the exercise or enforcement of it at any later time.

12.8If any provision of the Contract shall be held to be illegal or unenforceable, the enforceability of the remainder of the Contract shall not be affected.

12.9The Contracts (Right of Third Parties) Act 1999 shall not apply to the Contract and nothing in the Contract shall give any third party any benefit or any right to enforce any term of the Contract except as expressly set out herein.

The Contract (including without limitation non-contractual disputes or claims relating to the Contract and its subject matter or formation) shall be governed by and construed in accordance with English law and by entering into the Contract each Party irrevocably submits to the exclusive jurisdiction of the English Courts.