Application and entire agreement
These Terms and Conditions apply to the provision of the services detailed in our website (Services) by VetSpoke LTD.
The client is deemed to have accepted these Terms and Conditions when registering on our website or from the date of any performance of the Services (whichever happens earlier).
The client acknowledges that he or she has not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
“Authorised Users” means any employee, contractor, affiliate or other third party of the Client authorised to receive the Services on behalf of the Client;
“Background Materials” means all work, materials, software and access to software, and information provided or made available by VetSpoke to the Client relating to the Services which existed prior to the Contract or which were created or arose independently of the Contract;
“Business day” means any day other than a Saturday, Sunday or bank holiday in England.
“Case” means the details of a Client case, including all Client Materials, submitted to VetSpoke by the Client (in respect of which the Services are provided);
“Client” means the person, firm or company purchasing the Services;
“Client Materials” means the materials, images, documents and information provided by the Client relating to the Services;
“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;
“Contract” means this contract for services entered into between the Client and VetSpoke incorporating these Terms and Conditions and includes any document entered into pursuant to it;
“Deliverables” means the Reports, Telemedicine Advice and any other work and materials to be created or developed by or on behalf of VetSpoke for the Client in the course of the Services;
“Expenses” means the expenses (if any) additionally payable to VetSpoke by the Client in relation to any Case;
“Deliverables” means the Reports, Telemedicine Advice and any other work and materials to be created or developed by or on behalf of VetSpoke for the Client in the course of the Services;
“Fees” means the fees payable to VetSpoke by the Client in relation to each Case as specified by VetSpoke prior to commencement of the Services;
“Follow-up” indicates a period during which the client can request further advice, sending further material (PDF, images..) if necessary, but only regarding the same case and the same medical condition for which the client requested the services.
“Parties” means both VetSpoke and the Client (and “Party” means either one of them);
“Registration” means online registration by the Client on VetSpoke’s website;
“Report” means a report created or developed by or on behalf of VetSpoke 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;
“Services” means the services to be provided to the Client by VetSpoke 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;
“Telemedicine Advice” means any telephone advice, written advice (email or on the VetSpoke platform) created, delivered or developed by or on behalf of VetSpoke for the Client in relation to a Case or a future Case;
“VetSpoke” means VetSpoke LTD, company number 13085621 which has its registered office at flat 5, 13 High Street, Neston, CH64 6TY
Words imparting the singular number shall include the plural and vice-versa.
VetSpoke warrants that it will use reasonable care and skill in our performance of the Services offered by VetSpoke on our website. VetSpoke can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and VetSpoke will notify the Client if this is necessary.
VetSpoke will use its reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of its obligations.
All of these Terms and Conditions apply to the supply of any goods as well as Services unless VetSpoke specifies otherwise.
VetSpoke is committed to respond to uploaded cases on the website within 48 hours. Cases will remain opened for a period of 30 days to provide the follow-up period.
All Reports are an interpretation of written clinical reports, laboratory results and imaging findings. The Client shall be responsible for application of the Report in its practice and VetSpoke 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. In particular, the Client undertakes to verify that any recommendations for treatment are in line within the local licensing rules, dosage rules and any other legal or safety requirement of their particular geographic location.
VetSpoke shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and VetSpoke shall notify the Client in such event.
The Client obligations
The Client shall ensure that the details of the Background Materials are complete and accurate;
The client must obtain any permissions, consents, licences or otherwise that VetSpoke needs and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
If the Client does not comply with the aforementioned clause, we can terminate the Services.
VetSpoke is not liable for any delay or failure to provide the Services if this is caused by the client’s failure to comply with the provisions of this section (The client obligations).
The Client shall send Client Materials and instructions to VetSpoke and shall not instructor provide materials to the consultants or employees of VetSpoke directly.
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, diagnosis and treatment of animals. The Client undertakes and warrants to VetSpoke that it shall maintain such licensing and observe all such laws and regulations for the duration of the Contract.
Where the Client is not a licensed veterinary surgery, VetSpoke may agree in the writing to waive the above condition 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 VetSpoke. 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 VetSpoke 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.
The Client shall maintain primary copies of all Client Materials and the Client confirms that VetSpoke shall not be responsible for maintaining, storing or returning Client Materials unless otherwise agreed in writing between the parties.
The Client warrants that the Client Materials shall be accurate in all material respects and that their use by VetSpoke 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 VetSpoke 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.
If VetSpoke’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, VetSpoke 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.
Storage and Publicity
VetSpoke shall be entitled to name the Client in its published lists of clients, and to use anonymised copies and images of the Deliverables in VetSpoke’s own publicity materials as examples of VetSpoke’s work for the Client and the Client hereby consents to such activities.
VetSpoke shall be entitled to maintain and store Client Materials and shall have the right to publish anonymised Client Materials for publicity, lecturing, training or other purposes and the Client hereby consents to such activity and hereby grants to VetSpoke a perpetual, non-exclusive, irrevocable, transferrable and royalty-free licence to use the Client Materials for such purposes.
Where the Client has requested that VetSpoke stores Client Materials in relation to a Case, the Services provided by VetSpoke in relation to the Case shall include storage and VetSpoke shall store and process the Client Materials in accordance with the Client or its Authorised Users’ written instructions. The Client acknowledges that VetSpoke is under no duty to investigate the completeness, accuracy or sufficiency of any instructions or the Client Materials. VetSpoke will take reasonable precautions to preserve the integrity of any Client Materials it stores and to prevent corruption or loss of Client Materials.
The fees (Fees) for the Services are set out on our website.
The client must pay us for any additional services provided by VetSpoke that are not specified in the quotation in accordance with its then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us.
Cancellation and amendment
If the Client wants to amend any details of the Services the Client must tell VetSpoke in writing as soon as possible. VetSpoke will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to the Client.
If, due to circumstances beyond our control, including those set out in the clause below (circumstances beyond a party’s control), VetSpoke has to make any change in the Services or how they are provided, VetSpoke will notify the client immediately. VetSpoke will use reasonable endeavours to keep any such changes to a minimum.
VetSpoke will invoice the client for payment of the Fees before VetSpoke starts providing the Services.
The Client must pay the Fees due in accordance with any credit terms agreed between the Parties.
Time for payment shall be of the essence of the Contract.
Without limiting any other right or remedy VetSpoke has for statutory interest, if the Client does not pay within the period set out above, VetSpoke will charge the Client interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
If the Client does not pay within the period set out above, VetSpoke can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, the client.
Receipts for payment will be issued by VetSpoke only at the client request.
Sub-Contracting and assignment
VetSpoke can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
The Client must not, without VetSpoke’s prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
VetSpoke can terminate the provision of the Services immediately if the Client:
commits a material breach of your obligations under these Terms and Conditions; or
fails to make pay any amount due under the Contract on the due date for payment; or
is or become or, in VetSpoke’s reasonable opinion, is about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or convene any meeting of the Client’s creditors, enter into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of the client’s assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of the client, notice of intention to appoint an administrator is given by the Client or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the Client’s winding up or for the granting of an administration order in respect of the client, or any proceedings are commenced relating to the Client’s insolvency or possible insolvency.
VetSpoke reserves all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. VetSpoke reserves the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
All intellectual property rights and other rights in the background materials shall (as between VetSpoke and the Client) remain the property of VetSpoke.
All intellectual property rights and other rights in the Deliverables and the VetSpoke Information shall (as between VetSpoke and the Client) be owned by VetSpoke and shall vest in VetSpoke upon creation.
VetSpoke hereby grants to the Client a non-exclusive, royalty free, non-sub-licensable and revocable licence to use the Services provided for the purposes of the operation of the Client’s veterinary surgery, practice, hospital or clinic (including the right to show the Services provided to customers of the Client).
The Client shall not reproduce or publish the Services provided without the prior written consent of VetSpoke.
Any suggested modifications or improvements to the Services submitted to VetSpoke by the Client or any Authorised Users of the Client shall be the exclusive property of VetSpoke to exploit or to not exploit as VetSpoke solely deems appropriate.
Each 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 VetSpoke, to its sub-contractors who are under equivalent obligations of confidentiality as are contained herein) without the other Party’s prior written consent.
The restriction in the above clause 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.
Liability and indemnity
VetSpoke’s liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
The total amount of our liability is limited to the total amount of Fees payable by the Client under the Contract.
Responses issued by VetSpoke represent an indication or a clinical help based on the clinical information provided by the Client. In any case, it should be taken as a definitive diagnosis or as a binding therapeutic proposal. It is the Client’s sole responsibility to evaluate and integrate our responses in the client’s clinical case.
VetSpoke is not liable (whether caused by our employees, agents or otherwise) in connection with its provision of the Services or the performance of any of our other obligations under these Terms and
any indirect, special or consequential loss, damage, costs, or expenses or;
any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
any losses caused directly or indirectly by any failure or your breach in relation to the Client’s obligations; or
any losses arising directly or indirectly from the choice of Services and how they will meet the Client’s requirements or the Client’s use of the Services or any goods supplied in connection with the Services.
The client must indemnify VetSpoke against all damages, costs, claims and expenses suffered by VetSpoke arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Client or the Client’s agents or employees.
Nothing in these Terms and Conditions shall limit or exclude VetSpoke’s liability for personal death or personal injury caused by VetSpoke negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a Party’s control
Neither of us, VetSpoke or the Client, is liable for any failure or delay in performing VetSpoke obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question. If the delay continues for a period of 30 days, either of the Parties may terminate or cancel the Services to be carried out under these Terms and Conditions.
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices shall be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
when sent, if transmitted by email and a successful transmission report or return receipt is generated;
on the tenth business day following mailing, if mailed by national ordinary mail; or
on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
The Client’s rights to cancel and applicable refund
Before VetSpoke 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 VetSpoke is affected by a Force Majeure Event or if VetSpoke change these Terms and Conditions to the Client’s material disadvantage.
The Client may cancel the Services for any Case at any time before the start date for those Services by contacting VetSpoke. VetSpoke will confirm the cancellation in writing.
If the Client cancels Services under clause discussed above and has made any payment in advance for Services that have not been provided, VetSpoke will refund these amounts to the Client.
However, if the Client cancels Services under clause above and VetSpoke has already started work on those Services by that time, the Client will pay VetSpoke any costs VetSpoke 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. VetSpoke will inform the Client what these costs are when the Client contacts VetSpoke. However, where the Client cancels Services in respect of any Case because of VetSpoke’s failure to comply with these Terms and Conditions (except where VetSpoke has been affected by a Force Majeure Event), the Client does not have to make any payment to VetSpoke.
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
VetSpoke reserves the right to vary these Terms and Conditions from time to time. Whenever these Terms and Conditions are varied by VetSpoke, VetSpoke 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.