Terms & Conditions

Software Licence Agreement


This agreement will become binding on a customer (the “Customer”) and Veterinary Solutions Limited (“VSL”) when a valid Schedule (as defined below), which lists the Licensed Programs (as defined below) to be licensed,: (1) has been signed by the Customer, (2) returned to VSL and (3) if the Customer has made any amendments to the Schedule, VSL has indicated that it accepts such amendments to the Schedule. The terms of this agreement shall prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.


Between

1. VETERINARY SOLUTIONS LTD (trading as Veterinary Solutions) (Company No. 4207571) whose principal place of business is Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS (“VSL”); and

2. THE CUSTOMER is the person or legal entity who engages VSL to licence them the Licensed Programs and whose name and address, registered office address or principal place of business are set out in the Schedule (the “Customer”);

Each can be described as a “party” and together the “parties”.

PRELIMINARY

VSL has agreed to grant to the Customer a non-exclusive licence to use the Veterinary Solutions Licensed Programs listed in the Schedule (both as defined below) upon the terms and conditions of this agreement. This agreement also contains terms relating to Third Party Licensed Programs (as defined below).

OPERATIVE PROVISIONS:-

1. DEFINITIONS AND INTERPRETATION

1.1 The following terms shall have the following meanings unless the context otherwise requires:

“Acceptance Date” means the date upon which the Licensed Programs are accepted by the Customer (deemed or actual) in accordance with clause 5.2 below;

“Actual Delivery Date(s)” means the actual date(s) of delivery of the Licensed Programs to the Site;

“Affiliates” means any business entity from time to time controlling, controlled by, or under common control with, either party;

“Delivery Date(s)” means the planned date(s) for delivery of the Licensed Programs to the Site as set out in the Schedule;

“Documentation” means the instruction manuals, user guides and other information relating to the Licensed Programs made available from time to time during this agreement by VSL, at its discretion, in either printed or machine readable form to the Customer;

“Equipment” means the relevant items of hardware approved by VSL onto which the Licensed Programs are to be loaded;

“Installation Services” means the provision of services in respect of installation of the Licensed Programs on to the Equipment where such has been agreed between the parties and included in the Schedule;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

“Licensed Program Materials” means the Licensed Programs and the Documentation;

“Licensed Programs” means the software programs (including the Veterinary Solutions Licensed Programs) in object code form listed in the Schedule including any Maintenance Release of the same made available or otherwise issued to the Customer by VSL during the term of this agreement;

“Maintenance Release” means a release of the Licensed Programs that corrects faults, adds functionality or otherwise amends or upgrades the Licensed Programs, but which does not constitute a New Version.

“New Version” any new version of the Licensed Programs which from time to time are publicly marketed and offered for purchase by VSL in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.

“Program Specifications” means the technical specifications from time to time published by VSL in respect of any Licensed Programs;

“Purchase Price” means the aggregate price of the Licensed Programs and the Installation Services (if applicable) as set out in the Schedule;

“Schedule” means the Schedule of Investment or some other order form agreed between the parties;

“Site(s)” means the address or addresses for delivery of the Licensed Programs as set out in the Schedule;

“Third Party Licensed Programs” mean Licensed Programs other than the Veterinary Solutions Licensed Programs details of which are set out in the Schedule;

“Third Party Additional Terms” means the additional terms and conditions relating to the Third Party Licensed Programs which are available on request from VSL;

“Veterinary Solutions Licensed Programs” means such of the Licensed Programs as have been or are developed by or on behalf of or owned by VSL details of which are set out in the Schedule;

1.2 Where the provisions of a Schedule do not reflect the provisions of this Agreement, the provisions of the Schedule control and take precedence over the provisions of this Agreement but only for the purposes of that Schedule and the terms and provisions of this Agreement are not otherwise amended, modified, cancelled, waived or released.

2. GRANT OF LICENCE

2.1 In consideration of the payment by the Customer of the Purchase Price to VSL, VSL hereby grants to the Customer a non-exclusive licence for a term of 30 years commencing on and including the Acceptance Date to use the Veterinary Solutions Licensed Programs (and the relevant Documentation) upon the Equipment at the Site(s) only.

2.2 VSL shall be deemed to have acquired the Third Party Licensed Programs on behalf of the Customer as agent for the Customer and accordingly any licence to use such Third Party Licensed Programs shall be on the basis of any relevant Third Party Additional Terms.

2.3 In relation to the Licensed Program Materials:

(a) The Customer shall:

(i) ensure that the Licensed Program Materials are not at any time installed or used on a greater number of pieces of Equipment than the number of licences granted to the Customer as set out in the Schedule;

(ii) keep a complete and accurate record of the Customer’s copying and disclosure of the Licensed Program Materials and its users, and produce such record to VSL on request from time to time;

(iii) notify VSL as soon as it becomes aware of any unauthorized use of the Licensed Program Materials by any person;

(iv) pay, for broadening the scope of the licences granted under this agreement to cover the unauthorized use, an amount equal to the fees which VSL would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for in clause 3.4, from such date to the date of payment;

(v) take all reasonable precautions consistent with generally accepted standards in the data processing industry to safeguard the confidentiality of the Licensed Program Materials;

(vi) reproduce on any copy (whether in machine readable or human readable form) of the Licensed Program Materials or any part thereof any copyright or other proprietary notices;

(vii) without prejudice to the foregoing, take all such other steps as shall from time to time be necessary to protect the confidential information and Intellectual Property Rights of VSL or any third party in the Licensed Program Materials;

(b) If the Equipment becomes for any reason inoperable, the Customer shall be entitled to use the Licensed Programs upon such alternative equipment under the control of the Customer as VSL shall approve (such approval not to be unreasonably withheld or delayed) until such time as the Equipment once more becomes operable which fact shall be promptly notified to VSL.

(c) The Customer shall not be entitled to replace the Equipment or permanently transfer the Licensed Program Materials from the Equipment without the prior consent of VSL (such consent not to be unreasonably withheld or delayed).

(d) use of the Licensed Programs shall be restricted to use of the Licensed Programs in object code form for the purpose of processing the Customer’s data for the normal business purposes of the Customer (which shall not include allowing the use of the Licensed Programs by, or for the benefit of, any person other than an employee of the Customer);

(e) the Customer may not use the Licensed Program Materials other than as specified in this clause 2without the prior written consent of VSL, and the Customer acknowledges that additional fees may be payable on any change of use approved by VSL;

(f) the Customer may only make as many backup copies of the Licensed Programs as are necessary for its lawful use. The Customer shall record the number and location of all copies of the Licensed Programs and take steps to prevent unauthorised copying;

(g) The Customer shall not remove or alter any copyright or other proprietary notice on any of the Licensed Program Materials.

(h) except as expressly stated in this clause 2, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Licensed Programs in whole or in part except to the extent that any reduction of the Licensed Programs to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Licensed Programs with the operation of other software or systems used by the Customer, unless VSL is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request VSL to carry out such action or to provide such information (and shall meet VSL’s reasonable costs in providing that information) before undertaking any such reduction;

(i) The Customer may not use any such information provided by VSL or obtained by the Customer during any such reduction permitted under clause 2.3(h) to create any software whose expression is substantially similar to that of the Licensed Program Materials nor use such information in any manner which would be restricted by any copyright subsisting in it.

2.4 The Customer shall indemnify and hold VSL harmless against any loss or damage which it may suffer or incur as a result of the Customer’s breach of any Third-Party Additional Terms howsoever arising.

2.5 VSL may treat the Customer’s breach of any Third-Party Additional Terms as a breach of this agreement.

2.6 The Customer shall inform all relevant employees, agents and sub-contractors that the Licensed Program Materials constitute confidential information of VSL or any relevant third party and that all Intellectual Property Rights therein are the property of VSL or such third party and the Customer shall take all such steps as shall be necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of this clause.

2.7 The Customer shall indemnify and keep indemnified VSL against all loss, damage, costs and expenses (including legal costs and expenses) suffered or incurred by VSL arising directly or indirectly as a result of any breach by the Customer of the provisions of this clause.

3. PURCHASE PRICE

3.1 The Purchase Price shall include:

(a) the cost of delivery of the Licensed Programs and Documentation to the Site; and

(b) where applicable, the provision of the Installation Services at the Site.

3.2 The Purchase Price shall not include value added tax which shall be payable by the Customer in the manner and at the rate from time to time prescribed by law.

3.3 A deposit of a minimum of 10% of the total value of the quotation is due upon signing of the customer quotation. Payment in full of the Purchase Price (together with value added tax thereon) shall become due 30 days after the receipt by the Customer of appropriate invoices and, if applicable, after performance by VSL of its obligations under clause 5.1.

3.4 Time for payment of the Purchase Price shall be of the essence of the agreement.

3.5 VSL reserves the right to charge the Customer interest in respect of the late payment of any sum due under this agreement (as well after as before judgement) at the rate of 4 per cent per annum above the base rate from time to time of National Westminster Bank plc from the due date until payment in full.

4. DELIVERY

4.1 VSL shall use its reasonable endeavours to deliver the Licensed Programs to the Site on the Delivery Date but any such date is approximate only. If no dates are specified in the Schedule, delivery shall be within a reasonable time following the entering into of this agreement. Time is not of the essence as to delivery of the Licensed Programs and VSL is not in any circumstances liable for any delay in delivery, however caused.

4.2 The Customer shall be responsible (at the Customer’s cost) for preparing the Site(s) for the delivery of the Scheduled Items and for the provision of all necessary access and facilities reasonably required to deliver and provide the Installation Services (if applicable). If VSL is prevented from carrying out delivery or the Installation Services on the specified date because no such preparation has been carried out, VSL may levy additional charges to recover its loss arising from this event.

5. INSTALLATION AND ACCEPTANCE

5.1 If VSL has agreed in the Schedule to provide the Installation Services, VSL shall in consideration for the payment of the Purchase Price commence the Installation Services on the Actual Delivery Date and shall inform the Customer when such Installation Services have been completed.

5.2 The Customer shall be deemed to have accepted the Licensed Programs upon:

(a) the date that VSL informs the Customer that Installation Services have been completed; or

(b) if VSL has not agreed in the Schedule to provide the Installation Services, the Actual Delivery Date.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 The Customer acknowledges that all Intellectual Property Rights in the Licensed Programs, any Maintenance Releases and the Documentation belong and shall belong to VSL or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the Licensed Programs, any Maintenance Releases and the Documentation other than the right to use them in accordance with the terms of this agreement.

6.2 VSL undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Veterinary Solutions Licensed Programs (or any part thereof) in accordance with the terms of this agreement infringes the UK Intellectual Property Rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, clause 6.2 shall not apply where the Claim in question is attributable to possession, alteration, modification or use of the Veterinary Solutions Licensed Programs (or any part thereof) by the Customer other than in accordance with the terms of this agreement, use of the Veterinary Solutions Licensed Programs in combination with any hardware or software not supplied or specified by VSL if the infringement would have been avoided by the use of the Veterinary Solutions Licensed Programs not so combined, use of a non-current release of the Veterinary Solutions Licensed Programs or any breach by the Customer of the terms of this agreement.

6.3 If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, VSL’s obligations under clause 6.2 are conditional on the Customer:

(a) as soon as reasonably practicable, giving written notice of the Claim to VSL, specifying the nature of the Claim in reasonable detail;

(b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of VSL (such consent not to be unreasonably conditioned, withheld or delayed);

(c) giving VSL and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable VSL and its professional advisers to examine them and to take copies (at VSL’s expense) for the purpose of assessing the Claim; and

(d) taking such action as VSL may reasonably request to avoid, dispute, compromise or defend the Claim.

6.4 If any Claim is made, or in VSL’s reasonable opinion is likely to be made, against the Customer, VSL may at its sole option and expense:

(a) procure for the Customer the right to continue to use the Veterinary Solutions Licensed Programs (or any part thereof) in accordance with the terms of this agreement;

(b) modify the Veterinary Solutions Licensed Programs so that it ceases to be infringing;

(c) replace the Veterinary Solutions Licensed Programs with non-infringing software; or

(d) terminate the licence relating to the Veterinary Solutions Licensed Programs immediately by notice in writing to the Customer and refund any of the Purchase Price paid by the Customer in respect of the Veterinary Solutions Licensed Programs as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Veterinary Solutions Licensed Programs to the date of termination) on return of the Veterinary Solutions Licensed Programs and all copies thereof,

6.5 Notwithstanding any other provision in this agreement, clause 6.2 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any Third Party Licensed Programs or through the breach of any Third Party Additional Terms by the Customer.

6.6 This clause 6 constitutes the Customer’s exclusive remedy and VSL’s only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 11.1.

7. DOCUMENTATION

7.1 The Documentation provided by VSL to the Customer contains confidential information of VSL.

7.2 The Customer shall take all such steps as shall be necessary to protect VSL’s (or third-party owner’s) Intellectual Property Rights and confidential information in the Documentation and without prejudice to the generality of the foregoing shall not copy or reproduce the same nor distribute sell or disclose the contents of the same to any third party without the prior written consent of VSL.

7.3 The Customer undertakes to VSL to make its Affiliates, employees, agents and sub-contractors aware of the provisions of this clause and to use its best endeavours to ensure compliance by its said Affiliates, employees, agents and sub-contractors with the obligations set out in clause 7.2 above.

8. CUSTOMER’S REPRESENTATIVE

8.1 The Customer shall communicate to VSL upon the date hereof the identity of the person or the department within its undertaking at the Site who shall act as the sole contact point and channel of communication for the provision by VSL of the Installation Services. The Customer shall forthwith inform VSL of any change in the identity of any such person(s) or department.

9. CUSTOMER’S OBLIGATIONS

9.1 The Customer undertakes to VSL throughout the term of this agreement:

(a) to grant VSL including its employees, agents and sub-contractors such reasonable access to the Site(s) as it shall from time to time require to perform its obligations under this agreement;

(b) to make available at the Site(s) such facilities as VSL shall reasonably require in order to discharge its obligations hereunder including without limitation adequate work space storage and office furniture and equipment; and

(c) to take all reasonable precautions to protect the health and safety of VSL’s employees, agents and sub-contractors while on the Site(s).

10. WARRANTY

10.1 Subject to the exceptions set out in this clause 10 and the limitations upon its liability set out in clause11 below, VSL warrants to the Customer that:

(a) the Veterinary Solutions Licensed Programs will for a period of 90 (ninety) days from the Acceptance Date (“Warranty Period”) conform in all material respects to the relevant Program Specifications; and

(b) it will perform the Installation Services in accordance with all applicable laws and regulations and with reasonable care and skill.

10.2 If, within the Warranty Period, the Customer notifies VSL in writing of any defect or fault in the Veterinary Solutions Licensed Programs in consequence of which they fail to conform in all material respects to the Specification, and such defect or fault does not result from any matter set out at clause 10.5, VSL shall, at VSL’s option, do one of the following:

(a) repair the Veterinary Solutions Licensed Programs; or

(b) replace the Veterinary Solutions Licensed Programs;

provided the Customer provides all the information that may be necessary to assist VSL in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable VSL to re-create the defect or fault.

10.3 If, during the term of this agreement, VSL receives written notice from the Customer of any material breach by VSL of the warranty contained in clause 10.1(b), VSL shall, if there has been such a breach, at its own expense, use its reasonable endeavours to remedy that breach within a reasonable period following receipt of such notice. The Customer shall provide all information reasonably necessary to enable VSL to comply with its obligations under this clause 10.3. This clause sets out the Customer’s sole remedy and VSL’s entire liability for breach of clause 10.1(b).

10.4 The obligations of VSL under clauses 10.2 and 10.3 shall be discharged between the hours of 9am to 5.30pm Monday to Friday (bank and other public holidays excepted).

10.5 VSL shall have no liability to remedy a breach of warranty where such breach arises as a result of:

(a) the improper use operation or neglect of the Licensed Program Materials or Equipment;

(b) the modification of the Licensed Programs or their merger (in whole or in part) with any other software;

(c) the use of the Licensed Programs on equipment other than the Equipment;

(d) the failure by the Customer to implement proper recommendations in respect of or solutions to faults previously advised by VSL;

(e) any repair, adjustment, alteration, amendment or modification of the Licensed Programs by any person other than VSL without VSL’s prior written consent;

(f) any breach by the Customer of any of its obligations under this agreement;

(g) the Licensee’s failure to install and use any Maintenance Release of the Licensed Programs within 90 (ninety) days of receipt of the same;

(h) the use of the Licensed Programs for a purpose for which they were not designed or in combination with any other software not provided by VSL;

(i) accident, neglect or misuse;

(j) failure or defect of electrical power, external electrical circuitry, air conditioning or humidity control;

(k) the use of items not supplied or manufactured by VSL or on its behalf in conjunction with the Licensed Programs; or

(l) unusual physical or electrical stress.

10.6 VSL does not warrant that the use of the Licensed Programs or Documentation will be uninterrupted or error-free.

10.7 The Customer accepts responsibility for the selection of the Licensed Programs to achieve its intended results and acknowledges that the Licensed Programs have not been developed to meet the individual requirements of the Customer.

10.8 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

10.9 The Customer acknowledges and agrees that VSL gives no warranty to the Customer in respect of the Third Party Licensed Programs and that the only warranty provided to the Customer in respect of the Third Party Licensed Programs is the warranty, if any, provided by the manufacturer or third party supplier to the Customer.

11. LIMITATION OF LIABILITY

THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE

11.1 Except as expressly stated in clause 11.2:

(a) VSL shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential (including loss or damage suffered by the Customer as a result of an action brought by a third party), and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i) special damage even if VSL was aware of the circumstances in which such special damage could arise;

(ii) loss of profits;

(iii) loss of anticipated savings;

(iv) loss of business opportunity;

(v) loss of goodwill;

(vi) loss or corruption of data;

(vii) loss of contract;

(viii) loss of use,

provided that this clause 11.1(a) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of clause 11.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (viii) inclusive of this clause 11.1(a);

(b) the total liability of VSL, whether in contract, tort (including negligence) or otherwise and whether in connection with this agreement or any collateral contract, shall in no circumstances exceed a sum equal to (i) the Purchase Price or (ii) £500,000 (five hundred thousand pounds) (whichever is lower);

(c) the Customer agrees that, in entering into this agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) VSL shall have no liability in any circumstances otherwise than in accordance with the express terms of this agreement; and

(d) subject to clause 10, VSL shall have no liability to the Customer in respect of any liability unless the Customer shall have served written notice of the same upon VSL within 2 (two) months of the date it became aware of the circumstances giving rise to the liability or the date when it ought reasonably to have become so aware.

11.2 The exclusions in clause 10.8 and clause 11.1 shall apply to the fullest extent permissible at law, but VSL does not exclude liability for:

(a) death or personal injury caused by the negligence of VSL, its officers, employees, contractors or agents;

(b) fraud or fraudulent misrepresentation;

(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any other liability which may not be excluded by law.

11.3 All dates supplied by VSL for the delivery of the Licensed Programs or the provision of Installation Services shall be treated as approximate only. VSL shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

11.4 All references to “VSL” in this clause 11 shall, for the purposes of this clause and clause 21 only, be treated as including VSL and its Affiliates and both their employees, subcontractors and suppliers, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 21.

11.5 Nothing in this clause 11 shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.

12. TERMINATION

12.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the bankruptcy of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(c) to clause12.1(j)(inclusive); or

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.2 VSL may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer:

(a) fails to pay any amount due under this agreement or any other agreement between the parties on the due date for payment and remains in default not less than 14 days after being notified to make such payment; or

(b) disputes the ownership or validity of VSL’s Intellectual Property Rights.

12.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

12.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

12.5 On termination for any reason:

(a) all rights granted to the Customer under this agreement shall cease;

(b) the Customer shall cease all activities authorised by this agreement;

(c) the Customer shall immediately pay any outstanding unpaid invoices and interest due to VSL. VSL shall submit invoices for any sums due to VSL under this agreement, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt; and

(d) the Customer shall immediately destroy or return to VSL (at VSL’s option) all copies of the Licensed Programs then in its possession, custody or control and, in the case of destruction, certify to VSL that it has done so.

13. CONFIDENTIALITY

13.1 Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information (written or oral) of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information (including by its employees, agents and sub-contractors).

14. FORCE MAJEURE

14.1 Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority or interruption or failure of utility service (an “Event of Force Majeure”).

14.2 Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

14.3 If a default due to an Event of Force Majeure shall continue for more than 13 (thirteen) weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.

15. WAIVER

15.1 The waiver by either party of a breach or default of any of the provisions of this agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

16. NOTICES

16.1 Any notice request instruction or other document to be given hereunder may be personally delivered or sent by first class post of the other party set out in this agreement (or such other address as may have been notified) and any such notice or other document shall be deemed to have been served, if delivered personally, at the time of delivery and, if sent by post, upon the expiration of 48 hours after posting provided that if the date of deemed service is not a working day, such notice shall be deemed to have been served on the next following working day.

17. INVALIDITY AND SEVERABILITY

17.1 If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

18. ENTIRE AGREEMENT

18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

19. VARIATION

19.1 No variation of this agreement or the Schedule shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. SUCCESSORS

20.1 This agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.

21. THIRD PARTY RIGHTS

21.1 VSL and the entities referred to in clause 11.4 may enforce the terms of this agreement subject to and in accordance with this clause 21, this agreement and the Contracts (Rights of Third Parties) Act 1999.

21.2 It is agreed that it is intended to confer a benefit on VSL and its Affiliates and both their employees, subcontractors and suppliers by making the exclusions and limitations of liability available to them in accordance with this agreement, provided that the rights of such Affiliates, employees, subcontractors and suppliers under this agreement shall only be enforceable by VSL on their behalf. VSL will owe no duty to them to enforce such rights and it may conduct or compromise any relevant proceedings as it sees fit.

21.3 For the avoidance of doubt, Henry Schein, Inc. (the “Parent”), any subsidiaries of VSL and any subsidiaries of the Parent, may, at the direction of VSL or the Parent, exercise any of the rights, or assume any of the duties, of VSL hereunder, provided that VSL shall be responsible for the performance of, and the adherence to this agreement by the Parent, any subsidiaries of VSL and any subsidiaries of the Parent (as relevant).

21.4 Except as provided in clauses 21.1, 21.2 and 21.3, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

21.5 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

22. ASSIGNMENT AND SUBCONTRACTING

22.1 The Customer shall not:

(a) be entitled to assign, transfer, charge, sub-contract, sub-licence, novate or otherwise dispose of (including by means of holding the benefit of the same on trust for any third party) this agreement nor all or any of its rights and obligations hereunder;

(b) allow the Licensed Program Materials to become the subject of any charge, lien or encumbrance;

(c) deal in any other manner with any or all of its rights and obligations under this agreement;

without the prior written consent of VSL.

22.2 VSL shall be entitled from time to time to appoint sub-contractors to provide the Installation Services.

22.3 VSL shall be entitled to assign, transfer, charge, sub-contract, sub-license, novate or deal in any other manner with any or all of its rights and obligations under this agreement in its entire discretion and the Customer shall on request by VSL execute a novation agreement in respect thereof in such form as VSL shall require.

22.4 Notwithstanding clause 13, a party assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 22.4 shall be made until notice of the identity of the proposed assignee has been given to the other party.

23. VAT

23.1 Save insofar as otherwise expressly provided all amounts stated in this agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.

24. HEADINGS

24.1 Headings to clauses in this agreement are for the purposes of information and identification only and shall not be construed as forming part of this agreement.

25. NO PARTNERSHIP OR AGENCY

25.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

25.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

26. JOINT AND SEVERAL LIABILITY

26.1 All agreements on the part of the Customer which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this agreement shall include all genders and the plural and the successors in title to the Customer.

27. LAW

27.1 This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English courts

28. POSTCODE ADDRESS FINDER

28.1 For more information on the Postcode Address Finder application please read the licence information http://www.poweredbypaf.com/licensing-centre/public/data/documents/paf-direct-end-user-licence.pdf

Software Support Agreement


This agreement will become binding on a customer (the “Customer”) and Veterinary Solutions Limited (“VSL”) when a valid Schedule (as defined below), which lists the Supported Software (as defined below) to be supported,: (1) has been signed by the Customer, (2) returned to VSL and (3) if the Customer has made any amendments to the Schedule, VSL has indicated that it accepts such amendments to the Schedule. The terms of this agreement shall prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.


Between

1. VETERINARY SOLUTIONS LTD (trading as Veterinary Solutions) (Company No. 4207571) whose principal place of business  is Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS (“VSL”); and

2. THE CUSTOMER is the person or legal entity who engages VSL to provide the Services and whose name and address,  registered office address or principal place of business are set out in the Schedule (the “Customer”); Each can be described as a “party” and together the “parties”.

PRELIMINARY

VSL has agreed to provide the Services to the Customer upon the terms and conditions of this agreement.

OPERATIVE PROVISIONS:-

1. DEFINITIONS AND INTERPRETATION

1.1 The following terms shall have the following meanings unless the context otherwise requires:

“Additional Charges” means the charges at VSLs rates from time to time (available on request from VSL) for work undertaken on a time and materials basis;

“Affiliates” has the same meaning as in the Licence;

“Charges” means the charges payable for the Services under this agreement as set out in the Schedule and as amended from time to time in accordance with the provisions of clause 3.2;

“Commencement Date” means the Acceptance Date as set out in the Licence;

“Documentation” has the same meaning as in the Licence;

“Equipment” has the same meaning as in the Licence;

“Excepted Services” means those services referred to in Clause 2.2 which do not fall within the Services;

“Intellectual Property Rights” has the same meaning as in the Licence;

“Licence” means the software licence agreement between VSL and the Customer under which the Customer has been granted a licence to use certain software (including the Supported Software);

“Licensed Program Materials” has the same meaning as in the Licence;

“Licensed Programs” has the same meaning as in the Licence;

“Maintenance Release” has the same meaning as in the Licence;

“New Version” has the same meaning as in the Licence;

“Place of Use” means that part of the Customer’s premises at the Site(s) where the Equipment is installed and operated;

“Schedule” has the same meaning as in the Licence;

“Services” means the provision of the software support services detailed in Annex 1 in respect of the Supported Software;

“Site(s)” has the same meaning as in the Licence;

“Supported Software” means the specific Veterinary Solutions Licensed Programs noted in the Schedule as to be supported.

“Standard Support Hours” means 9.00 am to 5.30 pm Monday to Friday, except on days which are bank or other public holidays.

“Third Party Licensed Programs” has the same meaning as in the Licence;

“Veterinary Solutions Licensed Programs” has the same meaning as in the Licence;

“Working Day” means any weekday other than Saturdays, Sundays and bank or other public holidays.

1.2 Where the provisions of a Schedule do not reflect the provisions of this Agreement, the provisions of the Schedule control and take precedence over the provisions of this Agreement but only for the purposes of that Schedule and the terms and provisions of this Agreement are not otherwise amended, modified, cancelled, waived or released.

2. SERVICES

2.1 With effect from the Commencement Date and for the duration of this agreement subject to the Customer paying the Charges in accordance with clause 3, VSL shall provide the Services during the Standard Support Hours.

2.2 VSL will not be obliged to provide the Services in relation to the diagnosis and rectification of any fault resulting from:

(a) the improper use operation or neglect of the Licensed Program Materials or Equipment;

(b) the modification of the Licensed Programs or their merger (in whole or in part) with any other software;

(c) the use of the Licensed Programs on equipment other than the Equipment;

(d) the failure by the Customer to implement proper recommendations in respect of or solutions to faults previously advised by VSL;

(e) any repair, adjustment, alteration, amendment or modification of the Licensed Programs by any person other than VSL without VSL’s prior written consent;

(f) any breach by the Customer of any of its obligations under this agreement;

(g) the Licensee’s failure to install and use any Maintenance Release of the Licensed Programs within 90 (ninety) days of receipt of the same;

(h) the use of the Licensed Programs for a purpose for which they were not designed or in combination with any other software not provided by VSL;

(i) accident, neglect or misuse;

(j) failure or defect of electrical power, external electrical circuitry, air conditioning or humidity control;

(k) the use of items not supplied or manufactured by VSL or on its behalf in conjunction with the Licensed Programs; or

(l) unusual physical or electrical stress.

2.3 The time periods set out in Annex 1 shall be estimates only and time shall not be of the essence in relation to this Agreement.

2.4 VSL shall be entitled to levy Additional Charges in the manner set out in clause 3.5 if the Services are provided in circumstances where VSL reasonably judges the Customer’s request to have been unnecessary.

2.5 VSL may, upon request by the Customer, provide the Services notwithstanding that the fault results from any of the circumstances described in clause 2.2 above. VSL shall in such circumstances be entitled to levy Additional Charges in the manner set out in clause 3.5.

2.6 Without any obligation so to do, VSL may upon request by the Customer provide assistance and respond to queries in respect of the use by the Customer of any Third Party Licensed Programs. VSL shall in such circumstances be entitled to levy Additional Charges in the manner set out in clause 3.5.

3. CHARGES & ADDITIONAL CHARGES

3.1 The Charges as at the Commencement Date shall apply for the first 12 (twelve) months from the Commencement Date and thereafter unless varied under clause 3.2.

3.2 At any time after the first anniversary of the Commencement Date and from time to time thereafter VSL shall be entitled to increase the Charges by giving to the Customer not less than one month’s notice in writing of such change.

3.3 The Charges shall not include the cost of any Excepted Services detailed in clause 2.2.

3.4 The Charges shall be levied by VSL monthly in advance. Charges shall be payable by the Customer (together with value added tax thereon) within 30 (thirty) days of receipt of an invoice.

3.5 Any Additional Charges shall be levied by VSL monthly in arrears and shall be payable by the Customer (together with value added tax thereon) within 30 days of receipt of an invoice.

3.6 VSL reserves the right to charge the Customer interest in respect of the late payment of any sum due under this agreement (as well after as before judgement) at the rate of 4 per cent per annum above the base rate from time to time of National Westminster Bank plc from the due date until payment in full.

4. RELOCATION OF THE EQUIPMENT

4.1 The Customer shall not remove the Equipment without the permission of VSL (such approval shall not be unreasonably withheld or delayed).

4.2 If the Customer shall move the Equipment from the Site to a new location within the same or a different building then VSL shall be entitled to make such reasonable increase to the Charges as shall be necessary to take account of any increased costs that it shall incur in providing the Services at the new location.

5. CUSTOMER’S REPRESENTATIVE

5.1 The Customer shall communicate to VSL upon the date hereof the identity of the person or the department within its undertaking at the Site who shall act as the sole contact point and channel of communication for the provision by VSL of the Services. The Customer shall forthwith inform VSL of any change in the identity of any such person(s) or department.

6. CUSTOMER’S OBLIGATIONS

6.1 The Customer undertakes to VSL throughout the term of this agreement to keep a minimum of three separate backups (either on disks or tapes for use in rotation) of a standard and frequency to allow the customer to recover operating system and current data.

6.2 The Customer shall provide shall provide VSL, its employees, agents and sub-contractors and all other persons duly authorised by VSL with full, safe and uninterrupted access including remote access to the Site(s), Place of Use, Equipment, documentation, information, systems, facilities and the Licensed Programs as may reasonably be required for the purpose of performing the Services, such access, except in the case of emergency or agreed out-of-hours downtime, to be within the Standard Support Hours. Where the Services are to be performed at any of the Site(s), the Customer shall provide adequate working space and office facilities (including telephone) for use by VSL and its employees, agents and sub-contractors and take reasonable care to ensure their health and safety.

6.3 The Customer shall ensure that appropriate environmental conditions are maintained for the Licensed Programs and shall take all reasonable steps to ensure that the Licensed Programs are operated in a proper manner by the Customer’s employees.

6.4 The Customer shall:

(a)co-operate with VSL in performing the Services and provide any assistance or information as may reasonably be required by VSL, including in relation to the diagnosis of any faults;

(b) report faults promptly to VSL; and

(c)keep full backup copies of all of its data.

6.5 The Customer shall indemnify VSL against any losses, damages, costs (including legal fees) and expenses incurred by or awarded against VSL as a result of the Customer’s breach of this agreement howsoever arising or any negligent or wrongful act of the Customer, its officers, employees, contractors or agents.

7. NON SOLICITATION

7.1 The Customer shall not, for the duration of this agreement, and for a period of six months following termination, directly or indirectly induce or attempt to induce any employee of the VSL who has been engaged in the provision, receipt, review or management of the Services or otherwise in connection with this agreement to leave the employment of VSL.

8. RISK AND TITLE

8.1 Risk in, and title to, any media bearing any Licensed Programs or Documentation or other information that may from time to time be supplied by VSL to the Customer shall pass to the Customer on acceptance by the Customer.

9. DATA PROTECTION

9.1 The following definitions apply:

(a)the terms “data controller”, “data processor”, “data subject” and “processing” bear the respective meanings given them in the Data Protection Act 1998, and “data protection principles” means the eight data protection principles set out in Schedule 1 to that Act.

(b) data includes Personal Data.

(c)Customer Personal Data and VSL Personal Data mean any Personal Data provided by or on behalf of the Customer or VSL, respectively.

9.2 VSL shall:

(a)only carry out processing of any Customer Personal Data on the Customer’s instructions;

(b) implement appropriate technical and organisational measures to protect any Customer Personal Data against unauthorised or unlawful processing and accidental loss or damage; and

(c)only transfer Customer Personal Data to countries outside the European Economic Area that ensure an adequate level of protection for the rights of the data subject.

9.3 VSL shall promptly and fully notify the Customer in writing of any notices in connection with the processing of any Customer Personal Data, including subject access requests, and provide such information and assistance as the Customer may reasonably require.

9.4 The Customer acknowledges that VSL will be acting as a data processor, rather than as a data controller, in respect of all such data processing activities which VSL carries out under this agreement.

9.5 Except as expressly provided otherwise, this agreement does not transfer ownership of, or create any licences (implied or otherwise), in any Intellectual Property Rights in any (non-personal) data.

10. WARRANTY

10.1 Subject to the exceptions set out in this clause 10 and the limitations upon its liability set out in clause 11 below, VSL represents and warrants to the Customer that the Services will be performed:

(i) in accordance with all applicable laws and regulations; and

(ii) with all reasonable skill and care;

10.2 If, during the term of this agreement, VSL receives written notice from the Customer of any material breach by VSL of the representations and warranties contained in clause 10.1, VSL shall, if there is such a breach, at its own expense, use its reasonable endeavours to remedy that breach during Standard Support Hours and within a reasonable period following receipt of such notice. The Customer shall provide all information reasonably necessary to enable VSL to comply with its obligations under this clause 10.2. This clause sets out the Customer’s sole remedy and VSL’s entire liability for breach of clause 10.1.

10.3 VSL shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the circumstances described in clause 2.2.

10.4 No representation or warranty is given by VSL that all faults will be fixed, or will be fixed within a specified period of time.

10.5 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and the use of reasonable skill and care.

11. LIMITATION OF LIABILITY

THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE

11.1 Except as expressly stated in clause 11.2:

(a)VSL shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential (including loss or damage suffered by the Customer as a result of an action brought by a third party), and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i) special damage even if VSL was aware of the circumstances in which such special damage could arise;

(ii) loss of profits;

(iii) loss of anticipated savings;

(iv) loss of business opportunity;

(v) loss of goodwill;

(vi) loss or corruption of data;

(vii) loss of contract;

(viii) loss of use,

provided that this clause 11.1(a) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of clause 11.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (viii) inclusive of this clause 11.1(a);

(b) the total liability of VSL, whether in contract, tort (including negligence) or otherwise and whether in connection with this agreement or any collateral contract, shall in no circumstances exceed a sum equal to (i) the Charges payable by the Customer in the calendar year in which the liability arises or (ii) £500,000 (five hundred thousand pounds) (whichever is lower);

(c)the Customer agrees that, in entering into this agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) VSL shall have no liability in any circumstances otherwise than in accordance with the express terms of this agreement; and

(d) subject to clause 10, VSL shall have no liability to the Customer in respect of any liability unless the Customer shall have served written notice of the same upon VSL within 2 (two) months of the date it became aware of the circumstances giving rise to the liability or the date when it ought reasonably to have become so aware.

11.2 The exclusions in clause 10.5 and clause 11.1 shall apply to the fullest extent permissible at law, but VSL does not exclude liability for:

(a)death or personal injury caused by the negligence of VSL, its officers, employees, contractors or agents;

(b) fraud or fraudulent misrepresentation;

(c)breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any other liability which may not be excluded by law.

11.3 The Customer acknowledges that:

(a)it is exclusively responsible for:

(i) ensuring that the staff of the Customer and its Affiliates are trained in the proper use and operation of the Licensed Programs;

(ii) ensuring the security, completeness and accuracy of all inputs and outputs;

(iii) making regular backup copies of its data to ensure recovery of its data if the Licensed Programs malfunction; and

(iv) the selection, use of and results obtained from any other programs, equipment, materials or services used in conjunction with the Licensed Programs;

(b) the level of the Charges reflects the allocation of risk between the parties set out in clause 10 and clause 11; and

(c)it is in a better position than VSL to assess and manage its risk in relation to use of the Licensed Programs.

11.4 All dates supplied by VSL for the provision of the Services shall be treated as approximate only. VSL shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

11.5 All references to “VSL” in this clause 11 shall, for the purposes of this clause and clause 22 only, be treated as including VSL and its Affiliates and both their employees, subcontractors and suppliers, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 22.

11.6 The Customer shall indemnify and hold VSL harmless against any loss or damage which it may suffer or incur as a result of the Customer’s breach of any Third-Party Additional Terms howsoever arising.

11.7 VSL may treat the Customer’s breach of any Third-Party Additional Terms as a breach of this agreement.

11.8 Nothing in this clause 11 shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.

12. DURATION

12.1 Supply of the Services by VSL to the Customer shall commence on the Commencement Date and, subject to termination in accordance with the provisions of this agreement, shall continue for a fixed term of 1 year. After expiry of the fixed term, the supply of the Services shall (subject to any such termination) continue under this agreement from year to year until terminated by either VSL or the Customer on 90 days’ prior written notice to the other to expire at the end of that notice period.

13. TERMINATION

13.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a)the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the bankruptcy of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(c) to clause 13.1(j)(inclusive); or

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.2 VSL may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer:

(a) fails to pay any amount due under this agreement or any other agreement between the parties on the due date for payment and remains in default not less than 14 days after being notified to make such payment; or

(b) disputes the ownership or validity of VSL’s Intellectual Property Rights.

13.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

13.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

13.5 This agreement shall automatically terminate on termination or expiry (whether as a whole or in relation to that part relating to the Veterinary Solutions Licensed Programs) of the Licence, but expiry or any termination of this agreement (however caused) shall have no effect on the licences granted under the Licence.

13.6 On termination for any reason:

(a) other than as set out in this agreement, neither party shall have any further obligation to the other under this agreement after its termination;

(b) the Customer’s right to receive the Services shall cease automatically;

(c) each party shall as soon as reasonably practicable: (a) return, destroy or permanently erase (as directed in writing by the other party) any documents, handbooks, CD-ROMs or DVDs or other information or data provided to it by the other party containing, reflecting, incorporating or based on confidential information belonging to the other party and (b) return all of the other party’s equipment and materials, failing which, the other party may enter the relevant premises and take possession of them. Until these are returned or repossessed, the party in possession shall be solely responsible for their safe-keeping; and

(d) the Customer shall immediately pay any outstanding unpaid invoices and interest due to VSL. VSL shall submit invoices for any sums due to VSL under this agreement, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt.

14. CONFIDENTIALITY

14.1 Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information (written or oral) of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information (including by its employees, agents and sub-contractors).

15. FORCE MAJEURE

15.1 Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority or interruption or failure of utility service (an “Event of Force Majeure”).

15.2 Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

15.3 If a default due to an Event of Force Majeure shall continue for more than 13 (thirteen) weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.

16. WAIVER

16.1 The waiver by either party of a breach or default of any of the provisions of this agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

17. NOTICES

17.1 Any notice request instruction or other document to be given hereunder may be personally delivered or sent by first class post of the other party set out in this agreement (or such other address as may have been notified) and any such notice or other document shall be deemed to have been served, if delivered personally, at the time of delivery and, if sent by post, upon the expiration of 48 hours after posting provided that if the date of deemed service is not a working day, such notice shall be deemed to have been served on the next following working day.

18. INVALIDITY AND SEVERABILITY

18.1 If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

19. ENTIRE AGREEMENT

19.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

20. VARIATION

20.1 No variation of this agreement or the Schedule shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

21. SUCCESSORS

21.1 This agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.

22. THIRD PARTY RIGHTS

22.1 VSL and the entities referred to in clause 11.5 may enforce the terms of this agreement subject to and in accordance with this clause 22, this agreement and the Contracts (Rights of Third Parties) Act 1999.

22.2 It is agreed that it is intended to confer a benefit on VSL and its Affiliates and both their employees, subcontractors and suppliers by making the exclusions and limitations of liability available to them in accordance with this agreement, provided that the rights of such Affiliates, employees, subcontractors and suppliers under this agreement shall only be enforceable by VSL on their behalf. VSL will owe no duty to them to enforce such rights and it may conduct or compromise any relevant proceedings as it sees fit.

22.3 For the avoidance of doubt, Henry Schein, Inc. (the “Parent”), any subsidiaries of VSL and any subsidiaries of the Parent, may, at the direction of VSL or the Parent, exercise any of the rights, or assume any of the duties, of VSL hereunder, provided that VSL shall be responsible for the performance of, and the adherence to this agreement by the Parent, any subsidiaries of VSL and any subsidiaries of the Parent (as relevant).

22.4 Except as provided in clauses 22.1, 22.2, and 22.3 a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

22.5 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

23. ASSIGNMENT AND SUBCONTRACTING

23.1 The Customer shall not:

(a) be entitled to assign, transfer, charge, sub-contract, sub-licence, novate or otherwise dispose of (including by means of holding the benefit of the same on trust for any third party) this agreement nor all or any of its rights and obligations hereunder; or

(b) deal in any other manner with any or all of its rights and obligations under this agreement;

without the prior written consent of VSL.

23.2 VSL shall be entitled from time to time to appoint sub-contractors to provide the Services.

23.3 VSL shall be entitled to assign, transfer, charge, sub-contract, sub-license, novate or deal in any other manner with any or all of its rights and obligations under this agreement in its entire discretion and the Customer shall on request by VSL execute a novation agreement in respect thereof in such form as VSL shall require.

23.4 Notwithstanding clause 14, a party assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 23.4 shall be made until notice of the identity of the proposed assignee has been given to the other party.

24. VAT

24.1 Save insofar as otherwise expressly provided all amounts stated in this agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.

25. HEADINGS

25.1 Headings to clauses in this agreement are for the purposes of information and identification only and shall not be construed as forming part of this agreement.

26. NO PARTNERSHIP OR AGENCY

26.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

26.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

27. JOINT AND SEVERAL LIABILITY

27.1 All agreements on the part of the Customer which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this agreement shall include all genders and the plural and the successors in title to the Customer.

28. LAW

28.1 This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English courts

ANNEX 1

(1) Services

(a) Software faults
The preferred method of registering software fault requests is by telephone to number 0131 556 0555. The procedure is to allow for 4 categories of software support. Calls are to be logged by the Customer and allocated definitions according to those listed below and VSL agrees to use its reasonable endeavours to respond in the time scales set out in respect of each priority. In the event of any dispute between the Customer and VSL as to the priority level to be allocated to any fault the reasonable opinion of VSL shall prevail.

Critical Priority

Definition:

Example:

Response Time Target:

Resolution:

The problem is causing an immediate impact on my business, we cannot use any computers in the practice and there is no “work around”.

The main system database has been corrupted and no one can access the data.

Immediate via telephone.

Supplier shall endeavour to resolve the fault within 4 working hours. If resolution is not achieved within such period VSL shall provide an estimated resolution timetable within one Working Day

High Priority

Definition:

Example:

Response Time Target:

Resolution:

The problem has an impact on my business. However, “work-arounds” exist and we are able to continue working for the immediate future.

The Diary is not letting me change the date and I can’t make any future appointments.

Within 1 hour via telephone

Supplier shall endeavour to resolve the fault within 1 Working Day. If resolution is not achieved within such period VSL shall provide an estimated resolution timetable within two Working Days

Medium Priority

Definition:

Example:

Response Time Target:

Resolution:

The problem is inconvenient but is not something that has an impact on my business

I can’t seem to change the Diary Appointment Statuses without it causing problems.

Within 1 Working Day via telephone.

Supplier shall endeavour to resolve the fault within 2 Working Days. . If resolution is not achieved within such period VSL shall provide an estimated resolution timetable within five Working Days.

Low Priority

Definition:

Example:

Response Time Target:

Resolution:

The problem is something that I can easily “work around” but it would be nice if it could be fixed whenever possible.

The date field on one my reports is in the wrong format or is printing strange characters.

Within 5 Working Days via Vetsolutions.co.uk.

Supplier shall endeavour to resolve the fault within 10 Working Days via Vetsolutions.co.uk. . If resolution is not achieved within such period VSL shall provide an estimated resolution timetable within 15 Working Days

(b) Software Change Requests

The preferred method of registering software change requests is by telephone to number 0131 556 0555. The procedure is to allow for 3 categories of software change requests. Calls are to be logged and allocated definitions according to those listed below and VSL will use its reasonable endeavours to respond in the time-scale set out in respect of each priority. In the event of any dispute between the Customer and VSL as to the priority to be allocated to any change request the reasonable opinion of VSL shall prevail. There are no critical priority change requests.

Only those change requests which in the opinion of VSL will benefit all system users will be carried out under the Services. Other requests must be the subject of separate negotiation.

High Priority

Definition:

Example:

Response Time Target:

Resolution:

The problem is causing an immediate impact on my business, and there is no “work around”.

I cannot send out any financial documents to clients because there is crucial data or information missing from the reports.

Within 5 Working Days via Telephone.

When Change Has Been Produced Implemented and Tested

Medium Priority

Definition:

Example:

Response Time Target:

Resolution:

The problem is inconvenient but is not something that has an impact on my business

I need a special report that will provide me with information that I just can’t get from the system at the moment.

Within 10 Working Days via Vetsolutions.co.uk.

When Change Has been Produced Implemented and Tested

Low Priority

Definition:

Example:

Response Time Target:

Resolution:

The problem is something that I can easily “work around” but it would be nice if it could be changed whenever possible.

I’d like to categorise my documents by colour coding in the same way as my appointment statuses in the Diary.

Included, if approved, in next major release of Vetsolutions.co.uk.

When Change Has Been Produced, Implemented and Tested.

Exceptions – Times When You Should Call

When the problem you reported has not been responded to within the committed Response Time Target.

Hardware Supply Agreement


This agreement will become binding on a customer (the “Customer”) and Veterinary Solutions Limited (“VSL”) when a valid Schedule (as defined below), which lists Supplied Equipment (as defined below) to be supplied,: (1) has been signed by the Customer, (2) returned to VSL and (3) if the Customer has made any amendments to the Schedule, VSL has indicated that it accepts such amendments to the Schedule. The terms of this agreement shall prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.


Between

1. VETERINARY SOLUTIONS LTD (trading as Veterinary Solutions) (Company No. 4207571) whose principal place of business is Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS (“VSL”); and

2. THE CUSTOMER is the person or legal entity who engages VSL to supply them with the Supplied Equipment and whose name and address, registered office address or principal place of business are set out in the Schedule (the “Customer”);

Each can be described as a “party” and together the “parties”.

PRELIMINARY

VSL has agreed to sell to the Customer the Supplied Equipment listed in the Schedule (all as defined below) upon the terms and conditions of this agreement.

OPERATIVE PROVISIONS:-

1. DEFINITIONS AND INTERPRETATION

1.1 The following terms shall have the following meanings unless the context otherwise requires:

“Acceptance Date” means the date upon which the Supplied Equipment are accepted by the Customer (deemed or actual) in accordance with clause 6.2 below;

“Actual Delivery Date(s)” means the actual date(s) of delivery of the Supplied Equipment to the Site;

“Affiliates” means any business entity from time to time controlling, controlled by, or under common control with, either party;

“Delivery Date(s)” means the planned date(s) for delivery of the Supplied Equipment to the Site as set out in the Schedule;

“Installation Services” means the provision of services in respect of installation of the Supplied Equipment at the Site(s) where such has been agreed between the parties and included in the Schedule;

“Purchase Price” means the aggregate price of the Supplied Equipment and the Installation Services (if applicable) as set out in the Schedule;

“Schedule” means the Schedule of Investment or some other order form agreed between the parties;

“Site(s)” means the address or addresses for delivery of the Supplied Equipment as set out in the Schedule;

“Supplied Equipment” means the items of hardware listed as to be supplied in the Schedule;

1.2 Where the provisions of a Schedule do not reflect the provisions of this Agreement, the provisions of the Schedule control and take precedence over the provisions of this Agreement but only for the purposes of that Schedule and the terms and provisions of this Agreement are not otherwise amended, modified, cancelled, waived or released.

2. SALE

2.1 In consideration of the payment by the Customer of the Purchase Price to VSL, VSL agrees to sell the Supplied Equipment and, if applicable, provide the Installation Services to the Customer.

3. QUANTITY AND DESCRIPTION

3.1 The quantity and description of the Supplied Equipment shall be as set out in the Schedule.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by VSL, and any descriptions or illustrations contained in VSL’s catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the agreement.

3.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by VSL shall be subject to correction without any liability on the part of VSL.

3.4 VSL reserves the right (but does not assume the obligation) to make any changes in the specification of the Supplied Equipment which are required to conform with any applicable legislation or, where the Supplied Equipment is to be supplied to the Customer’s specification, which do not materially affect their quality or performance. Where VSL is not the manufacturer of the Supplied Equipment, VSL shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to VSL.

3.5 VSL’s employees, contractors and agents are not authorised to make any representations or contractually binding statements concerning the Supplied Equipment.

4. PURCHASE PRICE

4.1 The Purchase Price shall include:

(a) the cost of delivery of the Supplied Equipment to the Site; and

(b) where applicable, the provision of the Installation Services at the Site.

4.2 The Purchase Price shall not include value added tax which shall be payable by the Customer in the manner and at the rate from time to time prescribed by law.

4.3 A deposit of a minimum of 10% of the total value of the quotation is due upon signing of the customer quotation. Payment in full of the Purchase Price (together with value added tax thereon) shall become due 30 days after the receipt by the Customer of appropriate invoices and, if applicable, after performance by VSL of its obligations under clause 6.1.

4.4 Time for payment of the Purchase Price shall be of the essence of the agreement.

4.5 VSL reserves the right to charge the Customer interest in respect of the late payment of any sum due under this agreement (as well after as before judgement) at the rate of 4 per cent per annum above the base rate from time to time of National Westminster Bank plc from the due date until payment in full.

5. DELIVERY

5.1 VSL shall use its reasonable endeavours to deliver the Supplied Equipment to the Site on the Delivery Date but any such date is approximate only. If no dates are specified in the Schedule, delivery shall be within a reasonable time following the entering into of this agreement. Time is not of the essence as to delivery of the Supplied Equipment and VSL is not in any circumstances liable for any delay in delivery, however caused.

5.2 The Customer shall be responsible (at the Customer’s cost) for preparing the Site(s) for the delivery of the Supplied Equipment and for the provision of all necessary access and facilities reasonably required to deliver and provide the Installation Services (if applicable). If VSL is prevented from carrying out delivery or the Installation Services on the specified date because no such preparation has been carried out, VSL may levy additional charges to recover its loss arising from this event.

6. INSTALLATION AND ACCEPTANCE

6.1 If VSL has agreed in the Schedule to provide the Installation Services, VSL shall in consideration for the payment of the Purchase Price commence the Installation Services on the Actual Delivery Date and shall inform the Customer when such Installation Services have been completed.

6.2 The Customer shall be deemed to have accepted the Supplied Equipment upon:

(a) the date that VSL informs the Customer that Installation Services have been completed; or

(b) if VSL has not agreed in the Schedule to provide the Installation Services, the Actual Delivery Date.

7. RISK AND PROPERTY

7.1 The Supplied Equipment shall be at the risk of VSL until delivery to the Customer at the Site. VSL shall off-load the Supplied Equipment at the Customer’s risk.

7.2 Ownership of the Supplied Equipment shall pass to the Customer on the later of completion of delivery (including without limitation off-loading), or when VSL has received in full in cleared funds the Purchase Price and all other sums which are or which become due to VSL from the Customer on any account.

7.3 Until ownership of the Supplied Equipment has passed to the Customer under condition 7.2, the Customer shall:

(a) hold the Supplied Equipment on a fiduciary basis as VSL’s bailee;

(b) not be entitled to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber the Supplied Equipment;

(c) store the Supplied Equipment (at no cost to VSL) in satisfactory conditions and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as VSL’s property;

(d) not destroy, deface or obscure any identifying mark or packaging on or relating to the Supplied Equipment; and

(e) keep the Supplied Equipment insured on VSL’s behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of VSL, ensure that VSL’s interest in the Supplied Equipment is noted on the policy, and hold the proceeds of such insurance on trust for VSL and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

7.4 If in breach of clause 7.3(b) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (in the case of the proceeds of sale in a separate account) by the Customer as trustee for VSL.

7.5 The Customer’s right to possession of the Supplied Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in clause 12 arise or if the Customer encumbers or in any way charges the Supplied Equipment, or if the Customer fails to make any payment to VSL on the due date.

7.6 The Customer grants VSL, its agents and employees an irrevocable licence at any time to enter any premises where the Supplied Equipment is or may be stored in order to inspect it, or where the Customer’s right to possession has terminated, to remove it. All costs incurred by VSL in repossessing the Supplied Equipment shall be borne by the Customer.

7.7 On termination of the agreement for any reason, VSL’s (but not the Customer’s) rights in this clause 7 shall remain in effect.

7.8 VSL may appropriate payments by the Customer to such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

8. WARRANTY

8.1 Subject to the exceptions set out in this clause 8 and the limitations upon its liability set out in clause 10 below, VSL warrants to the Customer that, insofar as and to the extent that VSL is the manufacturer of the Supplied Equipment, that the Supplied Equipment is materially free from defects of workmanship and materials. VSL undertakes (subject to the remainder of this clause 8), to use its reasonable endeavours, to repair or replace Supplied Equipment (other than consumable items) which is found to be defective as a result of faulty materials or workmanship within 30 days of the Acceptance Date.

8.2 VSL warrants to the Customer that it will perform the Installation Services in accordance with all applicable laws and regulations and with reasonable care and skill.

8.3 VSL shall not in any circumstances be liable for a breach of the warranty contained in clause 8.1 unless:

(a) the Customer gives written notice of the defect to VSL within seven days of the time when the Customer discovers or ought to have discovered the defect; and

(b) after receiving the notice, VSL is given a reasonable opportunity of examining such Supplied Equipment and the Customer (if asked to do so by VSL) returns such Supplied Equipment to VSL’s place of business for the examination to take place there.

8.4 VSL shall not in any circumstances be liable for a breach of the warranty in clause 8.1 if:

(a) the Customer makes any use of Supplied Equipment in respect of which it has given written notice under clause 8.3(a); or

(b) the defect arises because the Customer failed to follow VSL’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Supplied Equipment or (if there are none) good trade practice; or

(c) the Customer alters or repairs the relevant Supplied Equipment without the written consent of VSL.

8.5 Any repaired or replacement Supplied Equipment shall be under warranty for the unexpired portion of the 30 day period.

8.6 All spare parts and/or replacements provided by VSL to the Customer shall become part of the Supplied Equipment. All parts and components removed from the Supplied Equipment by VSL pursuant to this clause shall no longer constitute part of the Supplied Equipment and will be the property of VSL. The Customer will assign to VSL, with full title guarantee and free from all third-party rights, all parts and components removed from the Supplied Equipment by VSL in accordance with this clause 8.6.

8.7 VSL shall not in any circumstances be liable for any damage or defect to the Supplied Equipment caused by:

(a) improper use of the Supplied Equipment or use outside its normal application;

(b) accident, neglect or misuse;

(c) failure or defect of electrical power, external electrical circuitry, air conditioning or humidity control;

(d) the use of items not supplied or manufactured by VSL or on his behalf; or

(e) unusual physical or electrical stress.

8.8 The Customer accepts responsibility for the selection of the Maintained Equipment to achieve its intended results and acknowledges that the Maintained Equipment has not been developed to meet the individual requirements of the Customer.

8.9 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

9. REMEDIES

9.1 VSL shall not in any circumstances be liable for any non-delivery of Supplied Equipment (even if caused by VSL’s negligence) unless the Customer notifies VSL in writing of the failure to deliver within seven days after the scheduled Delivery Date.

9.2 Any liability of VSL for non-delivery of the Supplied Equipment shall in all circumstances be limited to replacing the Supplied Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Supplied Equipment.

9.3 If VSL’s performance of its obligations under the agreement is prevented or delayed by any act or omission of the Customer (other than by reason of a Force Majeure Event under clause 14), the Customer shall in all circumstances be liable to pay to VSL all reasonable costs, charges or losses sustained by it as a result, subject to VSL notifying the Customer in writing of any such claim it might have against the Customer in this respect.

9.4 In the event of any claim by the Customer under the warranty given in condition 8.1, the Customer shall notify VSL in writing of the alleged defect. VSL shall have the option of testing or inspecting the Supplied Equipment at its current location or moving it to VSL’s premises (or those of its agent or sub-contractor). If the Customer’s claim is subsequently found by VSL to be outside the scope or duration of the warranty in clause 8, the costs of transportation of the Supplied Equipment, investigation and repair shall be borne by the Customer.

10. LIMITATION OF LIABILITY

THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE

10.1 Except as expressly stated in clause 10.2:

(a) VSL shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential (including loss or damage suffered by the Customer as a result of an action brought by a third party), and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i) special damage even if VSL was aware of the circumstances in which such special damage could arise;

(ii) loss of profits;

(iii) loss of anticipated savings;

(iv) loss of business opportunity;

(v) loss of goodwill;

(vi) loss or corruption of data;

(vii) loss of contract;

(viii) loss of use,

provided that this clause 10.1(a) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of clause 10.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (viii) inclusive of this clause 10.1(a);

(b) the total liability of VSL, whether in contract, tort (including negligence) or otherwise and whether in connection with this agreement or any collateral contract, shall in no circumstances exceed a sum equal to (i) the Purchase Price or (ii) £500,000 (five hundred thousand pounds) (whichever is lower);

(c) the Customer agrees that, in entering into this agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) VSL shall have no liability in any circumstances otherwise than in accordance with the express terms of this agreement; and

(d) subject to clause 8, VSL shall have no liability to the Customer in respect of any liability unless the Customer shall have served written notice of the same upon VSL within 2 (two) months of the date it became aware of the circumstances giving rise to the liability or the date when it ought reasonably to have become so aware.

10.2 The exclusions in clause 8.8 and clause 10.1 shall apply to the fullest extent permissible at law, but VSL does not exclude liability for:

(a) death or personal injury caused by the negligence of VSL, its officers, employees, contractors or agents;

(b) fraud or fraudulent misrepresentation;

(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any other liability which may not be excluded by law.

10.3 All dates supplied by VSL for the delivery of the Supplied Equipment or the provision of Installation Services shall be treated as approximate only. VSL shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

10.4 All references to “VSL” in this clause 10 shall, for the purposes of this clause and clause 21 only, be treated as including VSL and its Affiliates and both their employees, subcontractors and suppliers, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 21.

10.5 Nothing in this clause 10 shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 If VSL manufactures the Supplied Equipment, or applies any process to it, in accordance with a specification submitted or prepared by the Customer or any other information provided by the Customer, the Customer shall indemnify and keep indemnified VSL against all losses, damages, costs, claims, demands, liabilities and expenses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by VSL in connection with, or paid or agreed to be paid by VSL in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from VSL’s use of the Customer’s specification or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of VSL.

11.2 The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Supplied Equipment are and shall remain the sole property of VSL or (as the case may be) third party rights, owner.

11.3 VSL shall retain the property and copyright in all documents supplied to the Customer in connection with the agreement and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of VSL.

11.4 VSL’s Intellectual Property Rights in and relating to the Supplied Equipment shall remain the exclusive property of VSL, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.

12. TERMINATION

12.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the bankruptcy of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(c) to clause 12.1(j)(inclusive); or

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.2 VSL may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer:

(a) fails to pay any amount due under this agreement or any other agreement between the parties on the due date for payment and remains in default not less than 14 days after being notified to make such payment;

(b) is delayed, hindered or prevented by circumstances beyond the Customer’s reasonable control from accepting delivery of the Supplied Equipment;

(c) breaches any of the terms in clause 7; or

(d) disputes the ownership or validity of VSL’s Intellectual Property Rights.

12.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

12.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

12.5 On termination for any reason:

(a) the Customer shall immediately pay any outstanding unpaid invoices and interest due to VSL. VSL shall submit invoices for any sums due to VSL under this agreement, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt; and

(b) if the Supplied Equipment has been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

13. CONFIDENTIALITY

13.1 Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information (written or oral) of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information (including by its employees, agents and sub-contractors).

14. FORCE MAJEURE

14.1 Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority or interruption or failure of utility service (an “Event of Force Majeure”).

14.2 Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

14.3 If a default due to an Event of Force Majeure shall continue for more than 13 (thirteen) weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.

15. WAIVER

15.1 The waiver by either party of a breach or default of any of the provisions of this agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

16. NOTICES

16.1 Any notice request instruction or other document to be given hereunder may be personally delivered or sent by first class post of the other party set out in this agreement (or such other address as may have been notified) and any such notice or other document shall be deemed to have been served, if delivered personally, at the time of delivery and, if sent by post, upon the expiration of 48 hours after posting provided that if the date of deemed service is not a working day, such notice shall be deemed to have been served on the next following working day.

17. INVALIDITY AND SEVERABILITY

17.1 If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

18. ENTIRE AGREEMENT

18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

19. VARIATION

19.1 No variation of this agreement or the Schedule shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. SUCCESSORS

20.1 This agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.

21. THIRD PARTY RIGHTS

21.1 VSL and the entities referred to in clause 10.4 may enforce the terms of this agreement subject to and in accordance with this clause 21, this agreement and the Contracts (Rights of Third Parties) Act 1999.

21.2 It is agreed that it is intended to confer a benefit on VSL and its Affiliates and both their employees, subcontractors and suppliers by making the exclusions and limitations of liability available to them in accordance with this agreement, provided that the rights of such Affiliates, employees, subcontractors and suppliers under this agreement shall only be enforceable by VSL on their behalf. VSL will owe no duty to them to enforce such rights and it may conduct or compromise any relevant proceedings as it sees fit.

21.3 For the avoidance of doubt, Henry Schein, Inc. (the “Parent”), any subsidiaries of VSL and any subsidiaries of the Parent, may, at the direction of VSL or the Parent, exercise any of the rights, or assume any of the duties, of VSL hereunder, provided that VSL shall be responsible for the performance of, and the adherence to this agreement by the Parent, any subsidiaries of VSL and any subsidiaries of the Parent (as relevant).

21.4 Except as provided in clauses 21.1, 21.2, and 21.3 a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

21.5 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

22. ASSIGNMENT AND SUBCONTRACTING

22.1 The Customer shall not:

(a) be entitled to assign, transfer, charge, sub-contract, sub-licence, novate or otherwise dispose of (including by means of holding the benefit of the same on trust for any third party) this agreement nor all or any of its rights and obligations hereunder; or

(b) deal in any other manner with any or all of its rights and obligations under this agreement;

without the prior written consent of VSL.

22.2 VSL shall be entitled from time to time to appoint sub-contractors to provide the Installation Services.

22.3 VSL shall be entitled to assign, transfer, charge, sub-contract, sub-license, novate or deal in any other manner with any or all of its rights and obligations under this agreement in its entire discretion and the Customer shall on request by VSL execute a novation agreement in respect thereof in such form as VSL shall require.

22.4 Notwithstanding clause 13, a party assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 22.4 shall be made until notice of the identity of the proposed assignee has been given to the other party.

23. VAT

23.1 Save insofar as otherwise expressly provided all amounts stated in this agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.

24. HEADINGS

24.1 Headings to clauses in this agreement are for the purposes of information and identification only and shall not be construed as forming part of this agreement.

25. NO PARTNERSHIP OR AGENCY

25.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

25.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

26. JOINT AND SEVERAL LIABILITY

1.1 All agreements on the part of the Customer which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this agreement shall include all genders and the plural and the successors in title to the Customer.

27. LAW

1.2 This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English courts

Hardware Maintenance Agreement


This agreement will become binding on a customer (the “Customer”) and Veterinary Solutions Limited (“VSL”) when a valid Schedule (as defined below), which lists the Maintained Equipment (as defined below) to be maintained,: (1) has been signed by the Customer, (2) returned to VSL and (3) if the Customer has made any amendments to the Schedule, VSL has indicated that it accepts such amendments to the Schedule. The terms of this agreement shall prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.


Between

1. VETERINARY SOLUTIONS LTD (trading as Veterinary Solutions) (Company No. 4207571) whose principal place of business is Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS (“VSL”); and

2. THE CUSTOMER is the person or legal entity who engages VSL to provide the Services and whose name and address, registered office address or principal place of business are set out in the Schedule (the “Customer”);

Each can be described as a “party” and together the “parties”.

PRELIMINARY

VSL has agreed to provide the Services to the Customer upon the terms and conditions of this agreement.

OPERATIVE PROVISIONS:-

1. DEFINITIONS AND INTERPRETATION
1.1 The following terms shall have the following meanings unless the context otherwise requires:
“Additional Charges” means the charges at VSLs rates from time to time (available on request from VSL) for work undertaken on a time and materials basis;
“Affiliates” has the same meaning as in the Supply Agreement;
“Corrective Maintenance” means making any adjustments to the Maintained Equipment and/or replacing any parts or components of the Maintained Equipment, required to restore the Maintained Equipment to Working Order or the loaning of an item reasonably equivalent to the relevant Maintained Equipment;
“Charges” means the charges payable for the Services under this agreement as set out in the Schedule and as amended from time to time in accordance with the provisions of clause 1.2 Where the provisions of a Schedule do not reflect the provisions of this Agreement, the provisions of the Schedule control and take precedence over the provisions of this Agreement but only for the purposes of that Schedule and the terms and provisions of this Agreement are not otherwise amended, modified, cancelled, waived or released.

2. SERVICES
2.1 With effect from the Commencement Date and for the duration of this agreement subject to the Customer paying the Charges in accordance with clause 2.2 VSL will not be obliged to provide the Services in relation to the diagnosis and rectification of any fault resulting from:
(a) a defect in the manufacturer’s design of the Maintained Equipment;
(b) faulty materials or workmanship in the manufacture of the Maintained Equipment;
(c) use of the Maintained Equipment with computer equipment or materials not supplied or approved in writing by VSL;
(d) any maintenance, alteration, modification or adjustment performed by persons other than VSL or its employees or agents;
(e) the Customer or a third party moving the Maintained Equipment;
(f) any breach by the Customer of this agreement or the Supply Agreement;
(g) a failure, interruption or surge in the electrical power or its related infrastructure connected to the Maintained Equipment;
(h) a failure or malfunction in the air conditioning or other environmental controls required for the normal operation of the Maintained Equipment, or an error or omission in the correct use of that air conditioning or other environmental controls by the Customer;
(i) any defect or error in any software used upon or in association with the Maintained Equipment;
(j) any accident or disaster affecting the Maintained Equipment including without limitation fire, flood, water, wind, lightning, transportation, vandalism or burglary;
(k) radiation in the environment of the Maintained Equipment; or
(l) the neglect or misuse of the Maintained Equipment.
2.3 The time periods set out in this Agreement shall be estimates only and time shall not be of the essence in relation to this Agreement.
2.4 VSL reserves the right to make additional charges to cover all or any part of the cost of providing workshop repairs or replacements to Maintained Equipment more than five years of age or which have been superseded by new equipment or components.
2.5 VSL shall be entitled to levy Additional Charges in the manner set out in clause 2.6 VSL may, upon request by the Customer, provide the Services notwithstanding that the fault results from any of the circumstances described in clause 3. CHARGES & ADDITIONAL CHARGES
3.1 The Charges as at the Commencement Date shall apply for the first 12 (twelve) months from the Commencement Date and thereafter unless varied under clause 3.2 At any time after the first anniversary of the Commencement Date and from time to time thereafter VSL shall be entitled to increase the Charges by giving to the Customer not less than one month’s notice in writing of such change.
3.3 The Charges shall not include the cost of any Excepted Services detailed in clause 3.4 The Charges shall be levied by VSL monthly in advance. Charges shall be payable by the Customer (together with value added tax thereon) within 30 (thirty) days of receipt of an invoice.
3.5 Any Additional Charges shall be levied by VSL monthly in arrears and shall be payable by the Customer (together with value added tax thereon) within 30 days of receipt of an invoice.
3.6 VSL reserves the right to charge the Customer interest in respect of the late payment of any sum due under this agreement (as well after as before judgement) at the rate of 4 per cent per annum above the base rate from time to time of National Westminster Bank plc from the due date until payment in full.

4. REPLACEMENTS AND SPARE PARTS
4.1 In performing the Services, VSL shall use all reasonable endeavours to source spare parts required to restore the Maintained Equipment to Working Order. Where VSL can reasonably source individual spare parts for less than £5 excluding VAT, VSL shall not charge the Customer for the spare parts. Where VSL is unable to source individual spare parts for less than this amount, VSL shall have the right to charge the Customer for the spare parts.
4.2 VSL reserves the right to supply new, second-hand or reconditioned replacement parts in the performance of its duties hereunder.
4.3 All spare parts and/or replacements provided by VSL to the Customer shall become part of the Maintained Equipment. All parts and components removed from the Maintained Equipment by VSL in the course of performing the Services shall no longer constitute part of the Maintained Equipment and will be the property of VSL. The Customer will assign to VSL, with full title guarantee and free from all third-party rights, all parts and components removed from the Maintained Equipment by VSL in accordance with this clause 5. RELOCATION OF THE EQUIPMENT
5.1 The Customer shall not remove the Maintained Equipment without the permission of VSL (such approval shall not be unreasonably withheld or delayed).
5.2 If the Customer shall move the Maintained Equipment from the Site to a new location within the same or a different building then VSL shall be entitled to make such reasonable increase to the Charges as shall be necessary to take account of any increased costs that it shall incur in providing the Services at the new location.

6. CUSTOMER’S REPRESENTATIVE
6.1 The Customer shall communicate to VSL upon the date hereof the identity of the person or the department within its undertaking at the Site who shall act as the sole contact point and channel of communication for the provision by VSL of the Services. The Customer shall forthwith inform VSL of any change in the identity of any such person(s) or department.

7. CUSTOMER’S OBLIGATIONS
7.1 The Customer shall:
(a) ensure that the Maintained Equipment is installed and kept in suitable premises and under suitable conditions, as specified in the Operating Manuals, permit only trained and competent personnel to use it and follow any operating instructions as VSL may give from time to time;
(b) notify VSL promptly if the Maintained Equipment is discovered to be operating incorrectly;
(c) at all reasonable times permit full and free access to the Site and to the Maintained Equipment to VSL, its employees, contractors and agents, and provide them with adequate and safe working space, and any telecommunications facilities as are reasonably required to enable VSL to perform the Services while at the Site;
(d) provide VSL with any information that is reasonably requested in the performance of the Services;
(e) take any steps reasonably necessary to ensure the safety of VSL’s personnel when attending the Site;
(f) not allow any person other than VSL to maintain, alter, modify or adjust the Maintained Equipment without the prior written approval of VSL;
(g) not move the Maintained Equipment from the Site without the prior written approval of VSL (approval not to be unreasonably withheld or delayed);
(h) store any reserve equipment only in conditions approved by VSL, and make this equipment available for periodic maintenance, as with all other Maintained Equipment; and
(i) only use supplies or materials supplied or approved by VSL (approval not to be unreasonably withheld or delayed).
7.2 The Customer shall indemnify VSL against any losses, damages, costs (including legal fees) and expenses incurred by or awarded against VSL as a result of the Customer’s breach of this agreement howsoever arising or any negligent or wrongful act of the Customer, its officers, employees, contractors or agents.

8. NON SOLICITATION
8.1 The Customer shall not, for the duration of this agreement, and for a period of six months following termination, directly or indirectly induce or attempt to induce any employee of the VSL who has been engaged in the provision, receipt, review or management of the Services or otherwise in connection with this agreement to leave the employment of VSL.

9. WARRANTY
9.1 Subject to the exceptions set out in this clause (a) the Services will be performed:
(i) in accordance with all applicable laws and regulations; and
(ii) with all reasonable skill and care;
(b) all components and equipment supplied or used in the course of the provision of the Services shall operate in accordance with their technical specifications for at least 30 days from date of supply.
9.2 If, during the term of this agreement, VSL receives written notice from the Customer of any material breach by VSL of the representations and warranties contained in clause 9.3 VSL shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the circumstances described in clause 9.4 No representation or warranty is given by VSL that all faults will be fixed, or will be fixed within a specified period of time.
9.5 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and the use of reasonable skill and care.

10. LIMITATION OF LIABILITY

THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE

10.1 Except as expressly stated in clause (a)VSL shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential (including loss or damage suffered by the Customer as a result of an action brought by a third party), and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if VSL was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data;
(vii)loss of contract;
(viii) loss of use,
provided that this clause (b) the total liability of VSL, whether in contract, tort (including negligence) or otherwise and whether in connection with this agreement or any collateral contract, shall in no circumstances exceed a sum equal to (i) the Charges payable by the Customer in the calendar year in which the liability arises or (ii) £500,000 (five hundred thousand pounds) (whichever is lower);
(c)the Customer agrees that, in entering into this agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) VSL shall have no liability in any circumstances otherwise than in accordance with the express terms of this agreement; and
(d) subject to clause 10.2 The exclusions in clause (a)death or personal injury caused by the negligence of VSL, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c)breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 The Customer acknowledges that:
(a)it is exclusively responsible for:
(i) ensuring that the staff of the Customer and its Affiliates are trained in the proper use and operation of the Maintained Equipment;
(ii) ensuring the security, completeness and accuracy of all inputs and outputs;
(iii) making regular backup copies of its data to ensure recovery of its data if the Maintained Equipment malfunctions; and
(iv) the selection, use of and results obtained from any other programs, equipment, materials or services used in conjunction with the Maintained Equipment;
(b) the level of the Charges reflects the allocation of risk between the parties set out in clause (c)it is in a better position than VSL to assess and manage its risk in relation to use of the Maintained Equipment.
10.4 All dates supplied by VSL for the provision of the Services shall be treated as approximate only. VSL shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.5 All references to “VSL” in this clause 10.6 Nothing in this clause 11. DURATION
11.1 Supply of the Services by VSL to the Customer shall commence on the Commencement Date and, subject to termination in accordance with the provisions of this agreement, shall continue for a fixed term of 1 year. After expiry of the fixed term, the supply of the Services shall (subject to any such termination) continue under this agreement from year to year until terminated by either VSL or the Customer on 90 days’ prior written notice to the other to expire at the end of that notice period.

12. TERMINATION
12.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a)the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the bankruptcy of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12.2 VSL may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer:
(a) fails to pay any amount due under this agreement [or any other agreement between the parties] on the due date for payment and remains in default not less than 14 days after being notified to make such payment; or
(b) [disputes the ownership or validity of VSL’s Intellectual Property Rights].
12.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
12.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
12.5 This agreement shall automatically terminate on termination or expiry (whether as a whole or in relation to that part relating to the Maintained Equipment) of the Supply Agreement, but expiry or any termination of this agreement (however caused) shall have no effect on the Supply Agreement.
12.6 On termination for any reason:
(a) other than as set out in this agreement, neither party shall have any further obligation to the other under this agreement after its termination;
(b) the Customer’s right to receive the Services shall cease automatically;
(c) each party shall as soon as reasonably practicable: (a) return, destroy or permanently erase (as directed in writing by the other party) any documents, handbooks, CD-ROMs or DVDs or other information or data provided to it by the other party containing, reflecting, incorporating or based on confidential information belonging to the other party and (b) return all of the other party’s equipment and materials, failing which, the other party may enter the relevant premises and take possession of them. Until these are returned or repossessed, the party in possession shall be solely responsible for their safe-keeping; and
(d) the Customer shall immediately pay any outstanding unpaid invoices and interest due to VSL. VSL shall submit invoices for any sums due to VSL under this agreement, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt.

13. CONFIDENTIALITY
13.1 Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information (written or oral) of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information (including by its employees, agents and sub-contractors).

14. FORCE MAJEURE
14.1 Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority or interruption or failure of utility service (an “Event of Force Majeure”).
14.2 Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
14.3 If a default due to an Event of Force Majeure shall continue for more than 13 (thirteen) weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.

15. WAIVER
15.1 The waiver by either party of a breach or default of any of the provisions of this agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

16. NOTICES
16.1 Any notice request instruction or other document to be given hereunder may be personally delivered or sent by first class post of the other party set out in this agreement (or such other address as may have been notified) and any such notice or other document shall be deemed to have been served, if delivered personally, at the time of delivery and, if sent by post, upon the expiration of 48 hours after posting provided that if the date of deemed service is not a working day, such notice shall be deemed to have been served on the next following working day.

17. INVALIDITY AND SEVERABILITY
17.1 If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

18. ENTIRE AGREEMENT
18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

19. VARIATION
19.1 No variation of this agreement or the Schedule shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. SUCCESSORS
20.1 This agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.

21. THIRD PARTY RIGHTS
21.1 VSL and the entities referred to in clause 21.2 It is agreed that it is intended to confer a benefit on VSL and its Affiliates and both their employees, subcontractors and suppliers by making the exclusions and limitations of liability available to them in accordance with this agreement, provided that the rights of such Affiliates, employees, subcontractors and suppliers under this agreement shall only be enforceable by VSL on their behalf. VSL will owe no duty to them to enforce such rights and it may conduct or compromise any relevant proceedings as it sees fit.
21.3 For the avoidance of doubt, Henry Schein, Inc. (the “Parent”), any subsidiaries of VSL and any subsidiaries of the Parent, may, at the direction of VSL or the Parent, exercise any of the rights, or assume any of the duties, of VSL hereunder, provided that VSL shall be responsible for the performance of, and the adherence to this agreement by the Parent, any subsidiaries of VSL and any subsidiaries of the Parent (as relevant).
21.4 Except as provided in clauses 21.5 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

22. ASSIGNMENT AND SUBCONTRACTING
22.1 The Customer shall not:
(a)be entitled to assign, transfer, charge, sub-contract, sub-licence, novate or otherwise dispose of (including by means of holding the benefit of the same on trust for any third party) this agreement nor all or any of its rights and obligations hereunder; or
(b) deal in any other manner with any or all of its rights and obligations under this agreement;
without the prior written consent of VSL.
22.2 VSL shall be entitled from time to time to appoint sub-contractors to provide the Services.
22.3 VSL shall be entitled to assign, transfer, charge, sub-contract, sub-license, novate or deal in any other manner with any or all of its rights and obligations under this agreement in its entire discretion and the Customer shall on request by VSL execute a novation agreement in respect thereof in such form as VSL shall require.
22.4 Notwithstanding clause

23. VAT
23.1 Save insofar as otherwise expressly provided all amounts stated in this agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.

24. HEADINGS
24.1 Headings to clauses in this agreement are for the purposes of information and identification only and shall not be construed as forming part of this agreement.

25. NO PARTNERSHIP OR AGENCY
25.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
25.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

26. JOINT AND SEVERAL LIABILITY
26.1 All agreements on the part of the Customer which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this agreement shall include all genders and the plural and the successors in title to the Customer.

27. LAW
27.1 This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English courts

Professional Services Agreement


This agreement will become binding on a customer (the “Customer”) and Veterinary Solutions Limited (“VSL”) when a valid Schedule (as defined below), which lists the Services (as defined below) to be provided,: (1) has been signed by the Customer, (2) returned to VSL and (3) if the Customer has made any amendments to the Schedule, VSL has indicated that it accepts such amendments to the Schedule. The terms of this agreement shall prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.


Between

1. VETERINARY SOLUTIONS LTD (trading as Veterinary Solutions) (Company No. 4207571) whose principal place of business is Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS (“VSL”); and

2. THE CUSTOMER is the person or legal entity who engages VSL to provide the Services and whose name and address, registered office address or principal place of business are set out in the Schedule (the “Customer”);

Each can be described as a “party” and together the “parties”.

PRELIMINARY

VSL has agreed to provide the Services to the Customer upon the terms and conditions of this agreement.

OPERATIVE PROVISIONS:-

1. DEFINITIONS AND INTERPRETATION

1.1 The following terms shall have the following meanings unless the context otherwise requires:

“Affiliates” has the same meaning as in the Licence;

“Charges” means the charges at VSLs rates from time to time (available on request from VSL) for work undertaken on a time and materials basis or as otherwise agreed in the Schedule;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

“Schedule” means the Schedule of Investment or some other order form agreed between the parties;

“Services” means the provision of the services detailed in the Schedule to the extent that those services are not to be supplied under any other agreement between the parties;

“Supported Software” means the specific Veterinary Solutions Licensed Programs noted in the Schedule as to be supported.

“Standard Support Hours” means 9.00 am to 5.30 pm Monday to Friday, except on days which are bank or other public holidays.

1.2 Where the provisions of a Schedule do not reflect the provisions of this Agreement, the provisions of the Schedule control and take precedence over the provisions of this Agreement but only for the purposes of that Schedule and the terms and provisions of this Agreement are not otherwise amended, modified, cancelled, waived or released.

2. SERVICES

2.1 In consideration for the Customer paying the Charges, VSL will use its reasonable endeavours to provide the Services in accordance with the terms set out in the Schedule.

2.2 Any amendments to the Services must be in accordance with clause 17.

3. CHARGES & EXPENSES

3.1 The Charges shall not include any travel (including the cost of time spent travelling), accommodation and subsistence expenses of VSL’s employees, agents or sub-contractors incurred in the provision of the Services. The Customer will reimburse these expenses at cost.

3.2 A deposit of a minimum of 10% of the total value of the quotation is due upon signing of the customer quotation. Further charges shall be levied by VSL monthly in advance. Charges shall be payable by the Customer (together with value added tax thereon) within 30 (thirty) days of receipt of an invoice

3.3 VSL reserves the right to charge the Customer interest in respect of the late payment of any sum due under this agreement (as well after as before judgement) at the rate of 4 per cent per annum above the base rate from time to time of National Westminster Bank plc from the due date until payment in full.

3.4 Training cancellations will be charged at 100% within one week of the scheduled date, 50% within two weeks of the scheduled date and no charge if more than two weeks notice is given.

4. THE CUSTOMER’S DUTIES

4.1 The Customer will:

(a)observe all requirements imposed on them by the Schedule;

(b) ensure that their staff co-operate fully with VSL’s staff;

(c) supply VLS’s staff with information and documents that they reasonably request; and

(d) make available to VSL’s staff such office and administrative facilities as are reasonably necessary for the proper performance of the Services while they are working at premises owned or controlled by the Customer;

(e) ensure that VSL’s staff are made aware of all health and safety, security and similar regulations applicable at such premises;

(f) ensure that adequate security and virus checking procedures are in place in relation to any computer facilities which VSL’s staff are provided access to;

(g) arrange the timely and competent input of third parties (e.g. hardware maintenance providers) where, in VSL’s reasonable opinion, this is required in order to assist the resolution of a problem affecting the provision of the Services;

(h) obtain all third party consents, licences and rights required in order to allow VSL to perform the Services;

(i) at all times remain responsible for system administration, security, back-ups, restores and recovery actions.

4.2 If the Customer fails to perform any of their duties, VSL will not be responsible for any delay, cost increase or other consequences arising from that failure.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 All Intellectual Property Rights created by VSL, their employees or third party agents or sub-contractors in the course of provision of the Services under this agreement shall belong to VSL or those third parties (as applicable).

5.2 Any software that is delivered as a result of the provision of the Services will be licensed for the Customer’s use on the terms of VSL’s Software Licence Agreement a copy of which is available on request from VSL.

6. NON SOLICITATION

6.1 The Customer shall not, for the duration of this agreement, and for a period of six months following termination, directly or indirectly induce or attempt to induce any employee of the VSL who has been engaged in the provision, receipt, review or management of the Services or otherwise in connection with this agreement to leave the employment of VSL.

7. DATA PROTECTION

7.1 The following definitions apply:

(a)the terms “data controller”, “data processor”, “data subject” and “processing” bear the respective meanings given them in the Data Protection Act 1998, and “data protection principles” means the eight data protection principles set out in Schedule 1 to that Act.

(b) data includes Personal Data.

(c)Customer Personal Data and VSL Personal Data mean any Personal Data provided by or on behalf of the Customer or VSL, respectively.

7.2 VSL shall:

(a)only carry out processing of any Customer Personal Data on the Customer’s instructions;

(b) implement appropriate technical and organisational measures to protect any Customer Personal Data against unauthorised or unlawful processing and accidental loss or damage; and

(c)only transfer Customer Personal Data to countries outside the European Economic Area that ensure an adequate level of protection for the rights of the data subject.

7.3 VSL shall promptly and fully notify the Customer in writing of any notices in connection with the processing of any Customer Personal Data, including subject access requests, and provide such information and assistance as the Customer may reasonably require.

7.4 The Customer acknowledges that VSL will be acting as a data processor, rather than as a data controller, in respect of all such data processing activities which VSL carries out under this agreement.

7.5 Except as expressly provided otherwise, this agreement does not transfer ownership of, or create any licences (implied or otherwise), in any Intellectual Property Rights in any (non-personal) data.

8. WARRANTY

8.1 Subject to the exceptions set out in this clause 8 and the limitations upon its liability set out in clause 9 below, VSL represents and warrants to the Customer that:

(a) the Services will be performed:

(i) in accordance with all applicable laws and regulations; and

(ii) with all reasonable skill and care.

8.2 If, during the term of this agreement, VSL receives written notice from the Customer of any material breach by VSL of the representations and warranties contained in clause 8.1(a), VSL shall, if there is such a breach, use its reasonable endeavours to remedy that breach during Standard Support Hours and within a reasonable period following receipt of such notice. The Customer shall provide all information reasonably necessary to enable VSL to comply with its obligations under this clause 8.2. This clause sets out the Customer’s sole remedy and VSL’s entire liability for breach of clause 8.1(a).

8.3 VSL shall have no liability to remedy a breach of warranty where such breach arises as a result of a delay, omission or action of the Customer.

8.4 No representation or warranty is given by VSL that all faults will be fixed, or will be fixed within a specified period of time.

8.5 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and the use of reasonable skill and care.

9. LIMITATION OF LIABILITY

THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE

9.1 Except as expressly stated in clause 9.2:

(a)VSL shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential (including loss or damage suffered by the Customer as a result of an action brought by a third party), and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i) special damage even if VSL was aware of the circumstances in which such special damage could arise;

(ii) loss of profits;

(iii) loss of anticipated savings;

(iv) loss of business opportunity;

(v) loss of goodwill;

(vi) loss or corruption of data;

(vii) loss of contract;

(viii) loss of use,

provided that this clause 9.1(a) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of clause 9.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (viii) inclusive of this clause 9.1(a);

(b) the total liability of VSL, whether in contract, tort (including negligence) or otherwise and whether in connection with this agreement or any collateral contract, shall in no circumstances exceed a sum equal to (i) the Charges payable by the Customer in the calendar year in which the liability arises or (ii) £500,000 (five hundred thousand pounds) (whichever is lower);

(c)the Customer agrees that, in entering into this agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) VSL shall have no liability in any circumstances otherwise than in accordance with the express terms of this agreement; and

(d) subject to clause 8, VSL shall have no liability to the Customer in respect of any liability unless the Customer shall have served written notice of the same upon VSL within 2 (two) months of the date it became aware of the circumstances giving rise to the liability or the date when it ought reasonably to have become so aware.

9.2 The exclusions in clause 8.5 and clause 9.1 shall apply to the fullest extent permissible at law, but VSL does not exclude liability for:

(a)death or personal injury caused by the negligence of VSL, its officers, employees, contractors or agents;

(b) fraud or fraudulent misrepresentation;

(c)breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any other liability which may not be excluded by law.

9.3 The Customer acknowledges that:

(a)it is exclusively responsible for:

(i) ensuring the security, completeness and accuracy of all inputs and outputs; and

(ii) making regular backup copies of its data to ensure recovery of its data if their computer systems malfunction; and

(b) the level of the Charges reflects the allocation of risk between the parties set out in clause 8 and clause 9.

9.4 All dates supplied by VSL for the provision of the Services shall be treated as approximate only. VSL shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

9.5 All references to “VSL” in this clause 9 shall, for the purposes of this clause and clause 19 only, be treated as including VSL and its Affiliates and both their employees, subcontractors and suppliers, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 19.

9.6 Nothing in this clause 9 shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.

10. TERMINATION

10.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a)the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the bankruptcy of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(c) to clause 10.1(j)(inclusive); or

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

10.2 VSL may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer:

(a) fails to pay any amount due under this agreement or any other agreement between the parties on the due date for payment and remains in default not less than 14 days after being notified to make such payment; or

(b) disputes the ownership or validity of VSL’s Intellectual Property Rights.

10.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

10.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

10.5 On termination for any reason:

(a) other than as set out in this agreement, neither party shall have any further obligation to the other under this agreement after its termination;

(b) the Customer’s right to receive the Services shall cease automatically;

(c) each party shall as soon as reasonably practicable: (a) return, destroy or permanently erase (as directed in writing by the other party) any documents, handbooks, CD-ROMs or DVDs or other information or data provided to it by the other party containing, reflecting, incorporating or based on confidential information belonging to the other party and (b) return all of the other party’s equipment and materials, failing which, the other party may enter the relevant premises and take possession of them. Until these are returned or repossessed, the party in possession shall be solely responsible for their safe-keeping; and

(d) the Customer shall immediately pay any outstanding unpaid invoices and interest due to VSL. VSL shall submit invoices for any sums due to VSL under this agreement, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt.

11. CONFIDENTIALITY

11.1 Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information (written or oral) of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information (including by its employees, agents and sub-contractors).

12. FORCE MAJEURE

12.1 Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority or interruption or failure of utility service (an “Event of Force Majeure”).

12.2 Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

12.3 If a default due to an Event of Force Majeure shall continue for more than 13 (thirteen) weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.

13. WAIVER

13.1 The waiver by either party of a breach or default of any of the provisions of this agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

14. NOTICES

14.1 Any notice request instruction or other document to be given hereunder may be personally delivered or sent by first class post of the other party set out in this agreement (or such other address as may have been notified) and any such notice or other document shall be deemed to have been served, if delivered personally, at the time of delivery and, if sent by post, upon the expiration of 48 hours after posting provided that if the date of deemed service is not a working day, such notice shall be deemed to have been served on the next following working day.

15. INVALIDITY AND SEVERABILITY

15.1 If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

16. ENTIRE AGREEMENT

16.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

17. VARIATION

17.1 No variation of this agreement or the Schedule shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. SUCCESSORS

18.1 This agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.

19. THIRD PARTY RIGHTS

19.1 VSL and the entities referred to in clause 9.5 may enforce the terms of this agreement subject to and in accordance with this clause 19, this agreement and the Contracts (Rights of Third Parties) Act 1999.

19.2 It is agreed that it is intended to confer a benefit on VSL and its Affiliates and both their employees, subcontractors and suppliers by making the exclusions and limitations of liability available to them in accordance with this agreement, provided that the rights of such Affiliates, employees, subcontractors and suppliers under this agreement shall only be enforceable by VSL on their behalf. VSL will owe no duty to them to enforce such rights and it may conduct or compromise any relevant proceedings as it sees fit.

19.3 For the avoidance of doubt, Henry Schein, Inc. (the “Parent”), any subsidiaries of VSL and any subsidiaries of the Parent, may, at the direction of VSL or the Parent, exercise any of the rights, or assume any of the duties, of VSL hereunder, provided that VSL shall be responsible for the performance of, and the adherence to this agreement by the Parent, any subsidiaries of VSL and any subsidiaries of the Parent (as relevant).

19.4 Except as provided in clauses 19.1, 19.2, and 19.3 a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

19.5 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

20. ASSIGNMENT AND SUBCONTRACTING

20.1 The Customer shall not:

(a) be entitled to assign, transfer, charge, sub-contract, sub-licence, novate or otherwise dispose of (including by means of holding the benefit of the same on trust for any third party) this agreement nor all or any of its rights and obligations hereunder; or

(b) deal in any other manner with any or all of its rights and obligations under this agreement;

without the prior written consent of VSL.

20.2 VSL shall be entitled from time to time to appoint sub-contractors to provide the Services.

20.3 VSL shall be entitled to assign, transfer, charge, sub-contract, sub-license, novate or deal in any other manner with any or all of its rights and obligations under this agreement in its entire discretion and the Customer shall on request by VSL execute a novation agreement in respect thereof in such form as VSL shall require.

20.4 Notwithstanding clause 11, a party assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 20.4 shall be made until notice of the identity of the proposed assignee has been given to the other party.

21. VAT

21.1 Save insofar as otherwise expressly provided all amounts stated in this agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.

22. HEADINGS

22.1 Headings to clauses in this agreement are for the purposes of information and identification only and shall not be construed as forming part of this agreement.

23. NO PARTNERSHIP OR AGENCY

23.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

23.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

24. JOINT AND SEVERAL LIABILITY

24.1 All agreements on the part of the Customer which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this agreement shall include all genders and the plural and the successors in title to the Customer.

25. LAW

25.1 This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English courts

End User Terms


1. End Users’ permitted use of Solutions End Users may freely use PAF® Data in Solutions in accordance with these End User Terms.

2. Conditions of use
(a) End Users must not make copies of PAF® Data except as permitted by these End User Terms or reasonably necessary for back-up, security, business continuity and system testing purposes.
(b) End Users may use PAF® Data for Data Extraction but Extracted Data: (i) may only be accessed by Users, and (ii) must not be supplied or any access to it provided to any third party.

(c) End Users may provide Cleansed data to third parties provided that:
i) where that supply is a Bureau Service, the End User and the Bureau Customers comply with the restrictions in Schedule 4, and
(ii) if such databases are Substantially All Databases:
(A) such databases are not represented or held out as a master, original or comprehensive address database or other similar description,
(B) the access is provided in the course of the End User’s normal data supply or routine business activities and is not carried on as a business in its own right, and
(C) the provision includes a prominent notice that the relevant Cleansed data has been cleansed against PAF® Data.

d) End Users must not permit access to, display or communicate to the public any Solutions, except for the purposes of capturing or confirming address details of third parties.

(e) Except as set out in these End User Terms, End Users must not:
(i) transfer, assign, sell or license Solutions or their use to any other person,
(ii) use Solutions to create a product or service distributed or sold to any third party which relies on any use of PAF® Data, including copying, looking up or enquiring, publishing, searching, analysing, modifying and reformatting, or
(iii) copy, reproduce, extract, reutilise or publish Solutions or any of them.

3. Subcontracting End Users may provide PAF® Data to their subcontractors who may use it to the extent necessary for:
(a) the provision of information technology services to the End User, or
(b) acting on behalf of the End User in each case for the End User’s own business purposes and not those of the sub-contractor and provided that each such sub-contractor agrees to observe the restrictions on use of PAF® Data contained in these End User Terms and that the End User is responsible for any breaches of those terms by such sub-contractor.

4. Personal rights End User rights are personal, limited and non-transferable

5. Royal Mail’s IPR notice The End User acknowledges that Royal Mail is the owner of the intellectual property rights in PAF® Data and the PAF® brand and it does not acquire and is not granted any rights to use those intellectual property rights other than as set out in these End User Terms.

6. Cessation of use of PAF® Data End Users must cease use of PAF® Data if their right to use PAF® Data is terminated and also destroy any copies of PAF® Data they hold.

7. PAF® use by Users End Users must ensure that:
(a) these End User Terms bind their Users,
(b) only their Users exercise the use rights of Solutions and PAF® Data granted to End Users further to these End User Terms, and
(c) in the event of termination or expiry of End Users’ rights to use Solutions and PAF® Data, the rights of Users to use them also terminate.

Data Vault


 

  1. 1. USE of this Service (the “Service”) consists of the right of a Subscriber of the Service (“the Customer”) to electronically transmit and store computer data  using either a  private data  communications network, or  the  Internet into  a  location maintained by DATA VAULT and to retrieve this data should this be required. DATA VAULT makes the Service available to “the Customer” during the period “the Customer” maintains a paid subscription to the Service. “The Customer” must be a current licensed user of DATA VAULT’S software, for Services where software is required to provision access.

 

  1. 2. These terms and any additional Operating Rules published by DATA VAULT from time to time constitute the entire and only agreement  (collectively,  the  “Agreement”) between  DATA VAULT  and  “the  Customer”  (including Subscriber’s designated users) with respect to the Service and supersede all other communications and agreements with regard to  the  subject matter hereof. Upon notice published over the Service, DATA VAULT may modify this Agreement, the Operating Rules or prices, and may discontinue or revise any or all other aspects of the Service at its sole discretion and without advance notic Unless otherwise agreed, “the Customer’s” right to use the Service or to designate users is not transferable and is subject to any limits established by DATA VAULT.

 

  1. 3. Subscriber shall pay in advance any registration or service fees and other charges incurred by “the Customer” or “the Customer’s” designated users at the rates in effect for the billing period in which those charges are incurred. In addition, “the Customer” shall provide DATA VAULT with a current street address and Internet e-mail address for future communications and shall notify DATA VAULT of any change of the address. “The Customer” shall pay all applicable taxes related to use of the Service by “the Customer” or “the Customer’s” designated users. DATA VAULT may, in addition, at its sole discretion and without notice to “the Customer”, (a) suspend its performance under this Agreement and deny “the Customer” and (or) “the Customer’s” designated users’ access to and use of the Service until  “the  Customer” is  back  in  good  standing,  or  (b)  terminate  this  Agreement and  “the  Customer and  (or)  “the Customer’s” designated users’ access to and the use of the Servic Further, DATA VAULT may cancel the Service to “the Customer” without cause upon thirty days (30) prior written notice. “The Customer” must provide DATA VAULT with written notice of “the Customer’s” intent to terminate use of the Service. At the time of cancellation, the “the Customer’s” access to any of “the Customer’s” data stored by the Service may be permanently terminated. DATA VAULT will not provide a refund for any unused portion of the Services paid in advance by “the Customer”.

 

  1. 4. No bailment or similar obligation is created between “the Customer” (and/or “the Customer’s designated users) and DATA VAULT with respect to “the Customer’s” stored d “The Customer” is solely responsible for maintaining the confidentiality of passwords, including restricting the use of the password by “the Customer’s” designated users. “The Customer” shall be responsible for all use of the Service accessed through “the Customer’s” password. DATA VAULT SHALL NOT HAVE ANY RESPONSIBILITY OR OBLIGATION TO ‘THE CUSTOMER”, or THE CUSTOMER’S” DESIGNATED USERS, OR OTHER USERS OF THE SERVICE TO MONITOR, SUPERVISE OR OVERSEE THE CONTENTS OF FILES STORED ON THE SERVICE. DATA VAULT IS NOT RESPONSIBLE FOR PROVIDING “THE CUSTOMER” WITH PASSWORDS IN THE EVENT OF A FORGOTTEN PASSWORD. WITHOUT THE CORRECT PASSWORD, “THE CUSTOMERS” DATA WILL REMAIN ENCRYPTED AND INACCESSIBLE.

 

  1. 5. “The Customer” shall not use the Service for storage, possession or transmission of any information, the possession, creation or transmission of which violates any law, including without limitation, stolen materials, obscene materials or child pornography. “THE CUSTOMER’S” BACKUP FILES MAINTAINED BY DATA VAULT ARE SUBJECT TO EXAMINATION BY LAW ENFORCEMENT OFFICIALS OR OTHERS WITHOUT “THE CUSTOMER’S” CONSENT UPON PRESENTATION TO “THE CUSTOMER” OR DATA VAULT OF A SEARCH WARRANT OR SUBPOEN

 

  1. 6. “The Customer” agrees to indemnify DATA VAULT against liability for use of “the Customer’s” account which liability is a direct result of “the Customer’s” misuse or negligent use of its account(s).

 

  1. 7. DATA VAULT may make copies of all files stored as part of the backup and recovery of servers utilised in connection with some of the Services. DATA VAULT is not obligated to archive such copies and will utilise them only for backup purposes. They will not be accessible to “the Customer”.

 

  1. 8. “The Customer” is responsible for and must provide all telephone and other equipment and services necessary to access the Servic “The Customer” should maintain a primary electronic file of all materials stored in the Service. “The Customer” should not utilise the service as a substitute for primary electronic file maintenance. The Customer will be responsible for working with DATA VAULT to insure that DATA VAULT can gain remote access to the clinical data and install the DATA VAULT” utility. “The Customer” must maintain all appropriate hardware, software and connection requirements for the Service to operate. Failure to deliver any service for reasons of hardware, software or connection requirements will not be the responsibility of DATA VAULT.

 

  1. 9. “THE CUSTOMER” EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT “THE CUSTOMER’S SOLE RI NEITHER DATA VAULT NOR ANY OF ITS LICENSORS, EMPLOYEES, OR AGENTS WARRANTS THAT THE SERVICE WILL BE  UNINTERRUPTED OR  ERROR  FREE;  NOR  DATA VAULT OR  ANY  OF  ITS LICENSORS, EMPLOYEES OR AGENTS MAKES ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. NEITHER DATA VAULT NOR ANYONE ELSE INVOLVED IN CREATING, DELIVERING OR MAINTAINING THE SERVICE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICE OR INABILITY TO USE THE SERVICE OR OUT OF ANY BREACH OF ANY WARRANTY. IN NO EVENT WILL DATA VAULT’S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE  AMOUNTS PAID BY  SUBSCRIBER, IF  ANY, FOR THE  SERVICE FOR THE  TWELVE-MONTH PERIOD PRECEDING THE EVENT FORMING THE BASIS OF THE CLAIM.

 

  1. 10. The provisions of paragraphs 4, 6, 7, and 9 are for the benefit of “the Customer” and its respective Suppliers, Licensors, Employees, and Agents; and each shall have the right to assert and enforce such provisions directly on its own behalf.

 

  1. 11. This agreement is, and shall be governed by and construed in accordance with the law of the United Kingdom applicable to agreements made and performed in the United Kingdom.

 

  1. 12. Notwithstanding any acknowledgment of “the Customer” purchase order by DATA VAULT, any provision or condition in any purchase order, voucher, letter or other memorandum of “the Customer” which is in any way inconsistent with, or adds to, the provisions of this agreement is null and void. Neither the course of conduct between parties nor trade practice shall act to modify the provisions of this Agreemen If any provision of this Agreement is determined to be invalid, all other provisions shall remain in full force and effect. The provisions of paragraph 9 and 12 and all obligations of and restrictions on “the Customer” and its designated users shall survive any termination of this Agreement.

 

  1. 13. Service is normally available to you “the Customer” when it is within the operating range of our system but may be available outside of that area by other prearranged conditions or agreements. Service is subject to transmission limitation, reduction in transmission speed, or interruption caused by weather, your equipment, terrain, obstructions such as trees or buildings, or other conditions. Service may be limited in some areas where high speed connectivity is not available or may be temporarily limited or interrupted due to system capacity limitations, system repairs or modifications, or in  response to suspected fraud, abuse, misuse of the network, hacking or malicious viruses or violations of our Acceptable Use Policy. Interruption may also result from nonpayment of charges by you. We may block access to DATA VAULT if, in our sole discretion, we are experiencing excessive billing, collection, fraud problems or other misuse of our system. We may, but do not have an obligation to, refuse to transmit  any  information to  the  Service  and  may  screen  and  delete  extracted  information prior  to  posting  data  or information on DATA VAULT system as  permitted by law.  DATA VAULT system may be incompatible with another carrier’s network.

 

  1. 14. Account Access and Unauthorised Us Any person able to provide information we deem sufficient to identify you and the Account is authorised by you to receive information about and make changes to your Account, including adding new Service. You are responsible for safeguarding your system access information (such as your user name, password or account number) and failure to do so may result in expense to you. If your user name or password is stolen or Service is fraudulently used, you must immediately notify us and provide us with such documentation and information as we may request (including affidavits and police reports). You will remain responsible for all charges incurred before you notify us. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. Failure to reasonably cooperate may result in your liability for all fraudulent usage.

 

  1. 15. Use of Servi Reproduction, retransmission, dissemination or resale of Service is prohibited without prior written contractual arrangements and/or approvals from DATA VAULT. You are responsible for your connection compatibility with our Service. You are responsible for the purchase and maintenance of any additional hardware, software and/or Internet access from your PC required to use the Service. Except as provided otherwise by law, you have no property rights to any Identifier, including, without limitation, any IP address, any email address or any other identifier, provisioned by us, or our agents, and you agree we  may change any such Identifier at any time with or without prior notice to  you. In the event we are required by law to transfer any Identifier to you on termination of this Agreement, we may charge you a fee.

 

  1. 16. SUBSCRIPTION SERVICES: Vetsolutions may access electronic records regarding the Customer’s clients and their pets (“Individual Information”) from Customer’s locally installed Software and the database maintained in connection with such Softwar   All Individual Information will be encrypted or otherwise protected when transferred from Customer’s locally installed Software to Vetsolutions.   Vetsolutions shall implement safeguards and data security protocols designed to prevent the unauthorised disclosure of Individual Information.  Customer agrees that Vetsolutions is permitted to access and use the data maintained on Customer’s locally installed Software and any database maintained in connection with the Software (the “Customer Data”). Customer  acknowledges  the  value  to  veterinary  science  and  the  veterinary  industry  of  statistical information on diseases and treatments and of the benefit of assisting Vetsolutions or third parties who provide useful information to the veterinary industry, veterinarians and pet owners.  Customer understands that Vetsolutions may access, analyse and/or aggregate Customer Data with data and other statistics that it gathers from sales, customer support, website traffic or its other customers (including Individual Information), and may provide such Customer Data and other information to third parties on a non-personally identifiable (aggregated) basis.  Individual Information that personally identifies clients or their pets, including financially identifiable information which would allow individual clinics or natural persons to be identified, will not be exchanged or sold.  Information (including Individual Information) may be exchanged among Vetsolutions, its subsidiaries, affiliates and service providers as needed for business purposes, such as account administration, customer service, transaction processing, consumer reporting, processing and delivery of account statements, research and analysis, and delivery of product s and services. Notwithstanding the foregoing, Vetsolutions may disclose Individual Information (i) to fulfill legal or regulatory requirements; (ii) if we believe, in good faith, that such disclosure is required or necessary to protect our or others’ rights or to prevent harm;(iii) in accordance with the Customer’s instructions; or  (iv) as reasonably necessary to provide the services Customer has requested.

 

17. Cancellation requires 20 days notice, in writing.

Best Practice Check-Up Competition

 


 

  1. The promoter is: Vetsolutions whose registered office is at Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS.
  2. Employees of Vetsolutions or their family members or anyone else connected in any way with the competition or helping to set up the competition shall not be permitted to enter the competition.
  3. There is no entry fee and no purchase necessary to enter this competition.
  4. Route to entry for the competition is the Best Practice Check-Up site: www.vetsolutionsbestpractice.co.uk
  5. Closing date for entry will be Wednesday 18 November 2015. After this date the no further entries to the competition will be permitted.
  6. No responsibility can be accepted for entries not received for whatever reason.
  7. The rules of the competition and the prize details are as follows:
  • Complete the Best Practice Check-Up via www.vetsolutionsbestpractice.co.uk
  • All completed entries will be entered into a prize draw
  • The draw will take place on Monday 23 November
  • One winner will be drawn at random
  • The winner will receive a Linx 10” Tablet
  1. The promoter reserves the right to cancel or amend the competition and these terms and conditions without notice in the event of a catastrophe, war, civil or military disturbance, act of God or any actual or anticipated breach of any applicable law or regulation or any other event outside of the promoter’s control. Any changes to the competition will be notified to entrants as soon as possible by the promoter.
  2. The promoter is not responsible for inaccurate prize details supplied to any entrant by any third party connected with this competition.
  3. No cash alternative to the prize will be offered. The prize is not transferable. The prize is subject to availability and we reserve the right to substitute any prize with another of equivalent value without giving notice.
  4. Winners will be chosen at random from all eligible entries.
  1. The winner will be notified by email and/or letter within 28 days of the closing date. If the winner cannot be contacted or do not claim the prize within 14 days of notification, we reserve the right to withdraw the prize from the winner and pick a replacement winner.
  2. The promoter’s decision in respect of all matters to do with the competition will be final and no correspondence will be entered into.
  3. By entering this competition, an entrant is indicating his/her agreement to be bound by these terms and conditions.
  4. The competition and these terms and conditions will be governed by English law and any disputes will be subject to the exclusive jurisdiction of the courts of England.
  5. The winner agrees to the use of his/her name and image in any publicity material. Any personal data relating to the winner or any other entrants will be used solely in accordance with current UK data protection legislation and will not be disclosed to a third party.
  6. Entry into the competition will be deemed as acceptance of these terms and conditions.
  7. This promotion is in no way sponsored, endorsed or administered by, or associated with, Facebook, Twitter or any other Social Network. You are providing your information to Vetsolutions and not to any other party.

 

London Vet Show Offers 2016


RoboVet Support Fee Holiday
Training
RoboVet Terminal Pack
Rapport 
RDX & Data Vault Package

 

RoboVet Support Holiday

By accepting the show offer the customer has agreed to:

  • Changing their Practice Management software by 30 April 2017
  • Agreeing a plan for the installation by 31 December 2016
  • Paying no less than a 10% non-refundable deposit
  • Being flexible to accommodate existing implementation commitments in the resource calendar
  • Agree to be approached by Vetsolutions to be a testimonial site for the chosen product

 

Training Day

  • Agreeing the date and location they wish to attend by 31 December 2016
  • Taking their training day by 30 April 2017
  • Agree to be approached by Vetsolutions to be a testimonial site for the chosen product

 

RoboVet Terminal Pack

  • Pack must be bought together and items cannot be swapped

 

Rapport

  • One off SMS bundle with purchase
  • Cannot be used alongside any other Rapport offers
  • Agree to be approached by Vetsolutions to be a testimonial site for the chosen product

 

RDX & Data Vault Package

  • Must be bought together
  • Data Vault charges of £60 per month will commence after 3 months
  • Data Vault has a minimum 12 month contract

Legacy Upgrade Competition


 

  1. The promoter is: Vetsolutions whose registered office is at Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS.
  2. Employees of Vetsolutions or their family members or anyone else connected in any way with the competition or helping to set up the competition shall not be permitted to enter the competition.
  3. There is no entry fee and no purchase necessary to enter this competition.
  4. Route to entry for the competition via the Vetsolutions website: vetsolutions.co.uk/contact – select “competition entry” from the “Type of enquiry” dropdown.
  5. The Closing date for entry will be 31 December 2016. After this date the no further entries to the competition will be permitted.
  6. No responsibility can be accepted for entries not received for whatever reason.
  7. The rules of the competition and the prize details are as follows:
  • Complete the Contact form at:  www.vetsolutions.co.uk/contact
  • All completed entries will be entered into a monthly prize draw
  • The draw will take place on 1st of each month, starting on 1 December 2015. Should the 1st of the month fall on a weekend, the draw will take place on the next working day.
  • One winner will be drawn at random every month
  • Entries must be submitted each month to qualify
  • The winner will receive a free of charge upgrade to RoboVet, including all professional services (but excluding hardware)
  1. The promoter reserves the right to cancel or amend the competition and these terms and conditions without notice in the event of a catastrophe, war, civil or military disturbance, act of God or any actual or anticipated breach of any applicable law or regulation or any other event outside of the promoter’s control. Any changes to the competition will be notified to entrants as soon as possible by the promoter.
  2. The promoter is not responsible for inaccurate prize details supplied to any entrant by any third party connected with this competition.
  3. No cash alternative to the prize will be offered. The prize is not transferable. The prize is subject to availability and we reserve the right to substitute any prize with another of equivalent value without giving notice.
  4. Winners will be chosen at random from all eligible entries.
  5. The winner will be notified by email and/or letter within 28 days of the closing date. If the winner cannot be contacted or do not claim the prize within 14 days of notification, we reserve the right to withdraw the prize from the winner and pick a replacement winner.
  6. The promoter’s decision in respect of all matters to do with the competition will be final and no correspondence will be entered into.
  7. By entering this competition, an entrant is indicating his/her agreement to be bound by these terms and conditions.
  8. The competition and these terms and conditions will be governed by English law and any disputes will be subject to the exclusive jurisdiction of the courts of England.
  9. The winner agrees to the use of his/her name and image in any publicity material. Any personal data relating to the winner or any other entrants will be used solely in accordance with current UK data protection legislation and will not be disclosed to a third party.
  10. The prize must be redeemed within 6 months of winning and implementation will be agreed in line with resource availability.
  11. Entry into the competition will be deemed as acceptance of these terms and conditions.
  12. This promotion is in no way sponsored, endorsed or administered by, or associated with, Facebook, Twitter or any other Social Network. You are providing your information to Vetsolutions and not to any other party.

RoboVet licences
Training Schools
RoboVet Support Holiday
Hardware
Rapport Connect

 

RoboVet licences

This offer is only available to existing customers. The licences will be invoiced at the point of purchase.

 

Training 

By accepting the offer the customer has agreed to:

  • Agreeing the date and location they wish to attend by 1 February 2017
  • Taking their training in 2017
  • Agree to be approached by Vetsolutions to be a testimonial site for the chosen product

 

RoboVet Support Holiday – available for new installations only

By accepting the offer the practice has agreed to:

  • Changing their Practice Management software by June 2017
  • Agreeing a plan for the installation by 1 February 2017
  • Paying no less than a 10% non-refundable deposit
  • Being flexible to accommodate existing implementation commitments in the resource calendar
  • Agree to be approached by Vetsolutions to be a testimonial site for the chosen product

 

Hardware

  • Offer is available to existing customers only and applies to the items listed below:
    • Laptops
    • Servers
    • PC workstations
    • Printers

Rapport

  • One off SMS bundle with purchase
  • Cannot be used alongside any other Rapport offers
  • Agree to be approached by Vetsolutions to be a testimonial site for the chosen product