1. Term of Engagement
1.1. The Client engages Vet Dynamics to provide the Services and Vet Dynamics agrees to provide the Services upon the terms and conditions hereinafter mentioned.
1.2. The Order Acknowledgement constitutes an offer by the Client to purchase Services in accordance with these terms and conditions. The Order Acknowledgment shall be deemed to be accepted when the Client returns the signed Order Acknowledgement to Vet Dynamics at which point and on which date the Contract shall come into existence (Acceptance).
1.3. The Order Acknowledgement forms part of the Contract and shall have effect as if set out in full in these terms and conditions. In the event of a conflict between the terms of the Order Acknowledgement and these terms and conditions, the former shall prevail.
1.4. Following receipt of the signed Order Acknowledgement, Vet Dynamics shall send the Client a Vet Dynamics welcome pack and request further information about the Client’s practice management software and associated practice information. Following receipt of this information if the Client requires any additional services or would like to upgrade their membership package, they shall notify Vet Dynamics who shall send an updated Order Acknowledgement by email to the Client. In this instance the Contract shall be deemed to be varied when the Client emails to Vet Dynamics their acceptance of the revised Order Acknowledgement.
1.5. The Contract shall remain in force unless terminated by either party in accordance with these terms and conditions.
1.6. If the Services include access via the Vet Dynamics website to the Vet Dynamics online resources, including the Vet Dynamics Index (as directed by the Client’s Member Programme) then the Client will be directed to view and accept online additional terms and conditions prior to accessing those online resources.
1.7. Following Acceptance, Vet Dynamics shall send to the Client the required usernames and passwords for use of the Vet Dynamics online resources and Vet Dynamics Index. The security requirements relating to these usernames and passwords are set out in the online terms and conditions referred to in clause 1.6 above.
2. Fees and Expenses
2.1. The Client shall pay to Vet Dynamics the Fees for the Services as set out in the Order Acknowledgement.
2.2. In consideration of the Services to be rendered by Vet Dynamics and, where the Client is not scheduled to pay the Fees by Direct Debit, the Client shall pay to Vet Dynamics the total of the Fees due, including agreed costs of diagnostic and cost of material, travelling and subsistence costs. Any extra costs incurred that are agreed by the Client will be invoiced separately but remain subject to these terms and conditions.
2.3. Vet Dynamics shall submit invoices to the Client in respect of the Services provided as specified in the Order Acknowledgement. The Client shall pay each invoice submitted to them within 10 days of the invoice date, unless otherwise specified in the Order Acknowledgement.
2.4. The parties acknowledge that in the event that a practice visit is cancelled by the Client with less than 48 hours’ notice, the Client will be liable for the cost of the cancelled session and any expenses that may have been incurred by Vet Dynamics.
2.5. If Vet Dynamics is required to travel to provide Services to the Client then a charge of 45p per mile will be applied.
2.6. Upon request by Vet Dynamics, the Client shall reimburse all reasonable expenses properly and necessarily incurred by Vet Dynamics during the term of the Contract.
3. Duties and Obligations
3.1. The Client shall provide to Vet Dynamics (and its employees, agents and sub-contractors) such access to the Client’s premises, software systems, information and data, and shall grant such licenses to Vet Dynamics to enable them to access the Client’s systems, as required by Vet Dynamics to carry out the Services. There are occasions where the intervention of the Clients software provider or an external source (Vet Dynamics are able to advise on this) may be required to obtain the necessary data from the Client’s software systems. Vet Dynamics will be not be held responsible where data cannot be obtained from the software system(s) in place.
3.2. The Client shall co-operate with Vet Dynamics and provide all reasonable assistance to allow Vet Dynamics to complete the Services and shall procure that the Client’s employees, contractors or representatives do the same. Vet Dynamics will not be responsible for the results obtained from the Client’s use of the Services nor for any conclusions it draws from such use.
3.3. A fee may be charged where external IT support is provided by Vet Dynamics outside of the scope of the Services. This will be discussed and agreed with the Client in full before support commences.3.4. If the Client provides data and/or information to Vet Dynamics to enable Vet Dynamics to provide the Services (including financial reviews) then Vet Dynamics will need 7 Business Days from receipt of the data/information to process that data/information prior to providing the Services, or relevant part of the Services.
4. Intellectual Property
4.1. All rights in any intellectual property used by Vet Dynamics or otherwise connected with the provision of the Services shall remain at all times the property of Vet Dynamics. Where Vet Dynamics or any employee, or agent, of Vet Dynamics creates any intellectual property related to the Services, any such intellectual property shall immediately vest in Vet Dynamics and the Client assigns to Vet Dynamics all rights in and to any intellectual property created or arising from the Services.
5. Confidential Information
5.1. Vet Dynamics and the Client acknowledge that in the course of performing their responsibilities under the Contract, they each may be exposed to information that is confidential to the other. Vet Dynamics and the Client agree to hold such information in strict confidence and not to disclose such information to third parties without the express written permission of the other party, other than for the performance of their respective obligations hereunder.
5.2. The restriction in clause 5.1 does not apply to:
5.2.1. any use or disclosure required by law; or
5.2.2. any information which is already in, or comes into, the public domain otherwise than through a parties unauthorised disclosure.
6.1. Vet Dynamics shall not be liable to the Client in connection with the Contract for any loss of profits; loss of sales or business; loss of use or corruption of software, or data; or any indirect or consequential losses. Otherwise, the total liability of Vet Dynamics, to the extent permitted by law, shall in no circumstances exceed a sum equal to the Fees paid or payable under the Contract.
7.1. The Client may terminate the Contract at any time on at least one calendar month’s prior written notice subject to payment of all outstanding Fees.
7.2. Vet Dynamics may terminate the Contract immediately on written notice if the Client fails to pay any of the Fees or any other sums due by the Client to Vet Dynamics under the Contract on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment.
7.3. Either party may terminate the Contract immediately on written notice if:
7.3.1. the other party is unable to pay its debts as they fall due or becomes the subject of any formal insolvency procedure (for example, receivership, liquidation, administration, voluntary arrangements or bankruptcy); or
7.3.2. the other party commits a breach of any of its material obligations under the Contract which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days of being notified in writing to do so.
8. Data Protection
8.1. For the purpose of this clause 8, ‘personal data’, ‘data controller’ and ‘data processor’ have the meanings given to them by the Data Protection Act 1998.
8.2. If Vet Dynamics processes any personal data on the Client’s behalf when performing its obligations under the Contract, the parties record their intention that the Client shall be the data controller and Vet Dynamics shall be the data processor in any such case.
9. Status – the relationship of Vet Dynamics to the Client will be that of independent contractor and nothing in the Contract shall render Vet Dynamics an employee, worker, agent or partner of the Client and Vet Dynamics shall not hold himself out as such.
10. Force Majeure – neither party shall be in breach of the Contract nor liable for delay in performance, or failure to perform any of its obligations under this Agreement, if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 30 days the party not affected may terminate the Contract by giving 30 days written notice to the affected party.
11. Entire Agreement – the Contract and any document referred to in these terms and conditions (including the Order Acknowledgement) constitutes the entire understanding between the parties with respect to the subject matter of the Contract and supersedes all prior agreements, negotiations and discussions between the parties relating to it.
12. Third Party Rights – A person who is not a party to the Contract shall not have any rights to enforce its terms.
13. Severance – if any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14. Assignment – The Client shall not, without the prior written consent of Vet Dynamics, assign or transfer all or any of its rights or obligations under the Contract. Vet Dynamics may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
15. No partnership or agency – Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authority either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
16. Governing Law and Jurisdiction
16.1. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
16.2. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).