This is our contract with you – our commitment as a service provider and your obligations as a customer
Vedi is a cloud-based software solution which aims to automate workflow for busy vets. It integrates with practice information management systems, captures and records medical data, assists with informing vaccine schedules, helps to eliminate the need for the manual filling of forms, provides owners with easy access to their animal's medical certificate, and more.
1.1 VetDB Pty Ltd ABN 66 633 636 343 (trading as Vedi) (we, us or our), provide the Services which are accessible at https://www.vedi.io, via our mobile applications and may also be available through other addresses and channels (together, the Site).
1.2 These terms and conditions (Terms):
(a) are between us and you, together the Parties and each a Party;
(b) set out the terms and conditions upon which we agree to grant you a right to use the Services; and
(c) are binding on you on and from the date on which you accept these Terms (Effective Date) until the date on which your Account and these Terms are terminated in accordance with clause 21. (Term).
1.3 You accept these Terms by clicking a box indicating your acceptance of these Terms.
1.4 If you are agreeing to these Terms on behalf of a company, your employer, an organisation, government or other legal entity (Entity), then “you” means the Entity and you are binding that Entity to these Terms. If you are accepting these Terms on behalf of an Entity, you as an individual represent and warrant that you are authorised by the Entity to do so.
2.1 Implementation Assistance means assistance provided prior to the Go-Live Date to help you access and use the SaaS Services, including setting up your integrations with Third Party Vendors and providing training where requested by you and agreed by us.
2.2 Services means the:
(a) Implementation Assistance;
(b) SaaS Services;
(c) any IT support services (as described in clause 6);
(d) any additional services added by us throughout the Term; and
(e) any additional services requested by you throughout the Term and agreed to by us.
2.3 SaaS Services means our Software as a service as further described on our Site.
2.4 In consideration of payment of the Fees, we:
(a) will provide the Services in accordance with these Terms, whether ourselves or through our Personnel; and
(b) agree to use reasonable commercial efforts to supply the SaaS Services free from defects and viruses. We further agree to, where this is commercially feasible, use reasonable commercial endeavours to remediate any defects or viruses within a reasonable time of becoming aware of them. The remediation in this clause 2.4(b) will not apply to Third Party Inputs (for example, to issues in relation to our data hosting provider) and Third Party Vendors (for example, to issues in relation to your practice information management system). If you become aware of any issues during the Term, please notify us.
2.5 Where you specify Third Party Vendors for integration during your Account set up, we will provide Implementation Assistance to assist you with the integration of our Services with such Third Party Vendors via existing application programming interfaces and agreements. Please note that we can only integrate with Third Party Vendors we have an existing arrangement with and that the scope of any integration (i.e. what data can be exported) will be subject to the terms of the agreement with the applicable Third Party Vendor.
2.6 If you require Implementation Assistance which goes beyond integration of the Services with the Third Party Vendors specified during your Account set up, you must submit a support request with us for such additional Implementation Assistance with details of your additional requirements. We are under no obligation to provide additional Implementation Assistance. Any additional Implementation Assistance agreed to by us is provided on a complimentary basis and may be subject to fees if specified by us (subject to your acceptance of such fees). We will provide Implementation Assistance as soon as commercially practicable having regard to factors including availability of our resources (including our Personnel), your availability and time zones.
2.7 You agree that we may amend the Services (including any features) at any time, by providing notice to you. If you do not agree to any amendment made to the Services, you may terminate these Terms in accordance with clause 21.1.
3.1 After you accept these Terms, the Site will create an Account for you, in order for you and your Authorised Users to access and use the Services.
3.2 When creating an Account you must enter the details about your veterinary practice or veterinary hospital, information about your vaccination services and protocols, details of your Third Party Vendors, the number of Authorised Users, basic Personal Information about those Authorised Users (including a user type i.e. Practice Manager, Vet Surgeon, Vet Nurse or Receptionist) and any other information reasonably requested by us. All Practice Managers will be deemed to be an authorised representative of you for the purpose of making any decisions about the Account and those decisions will be deemed binding on you.
3.3 Your Authorised Users must accept our End User Licence Agreement (EULA) before using our Services. Your Authorised Users (i.e Vet Surgeons), may be required to provide further information and/or participate in a verification process. We reserve the right to prohibit or withhold access to the Service by an Authorised User if an Authorised User does not meet our eligibility requirements. If you wish to change the number of Authorised Users or the details for your Authorised Users you can do this through your Account dashboard or by submitting a support request with us.
3.4 You must ensure that any information you provide to us or we request from you for your Account (including Personal Information), is complete and accurate and you are authorised to provide this information to us.
3.5 You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account, in a form acceptable to us.
3.6 It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, including activity by Authorised Users and for ensuring that any activities on your Account comply with these Terms.
3.7 You acknowledge and agree that we are a SaaS Services provider and accordingly we are not responsible for the management or administration of your Account or your Authorised Users. If applicable, you must ensure that if an employee or contractor is an Authorised User and they end their relationship with you, you remove their access to the Account within 5 Business Days.
4.1 From the Go-Live Date and subject to the payment of any applicable Fees and your and your Authorised Users’ compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under these Terms), personal and revocable licence to access and use the SaaS Services during the Term solely for your internal business purposes and as contemplated by these Terms (Licence).
4.2 You must not and must ensure your Authorised Users do not access or use the SaaS Services except as permitted by the Licence and you must not (and must not permit any other person to) use the Services in any way which is in breach of any applicable Laws or which infringes any person's rights, including Intellectual Property Rights, including to;
(a) use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
(b) use the Services in any way that damages, interferes with or interrupts the supply of the Services;
(c) introduce malicious programs into our hardware and software or Systems, including viruses, ransomware, malware, trojan horses and e-mail bombs;
(d) reveal or allow others access to your Account’s password or authentication details or allow others to use your Account or authentication details (other than Authorised Users);
(e) carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
(f) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Services;
(g) if applicable, send any form of spam or harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Services in breach of any person’s privacy;
(h) circumvent user authentication or security of any of our Services, networks, accounts or hosts or those of our other users;
(i) copy, modify, adapt, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile the SaaS Services (or any part of the Services) or otherwise attempt to discover any part of the source code of the SaaS Services;
(j) use any unauthorised, modified version of the Services, including (without limitation) for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the SaaS Services;
(k) use the Services in a manner that is contrary to any Laws or in violation of any Intellectual Property Rights or privacy rights;
(l) publish, post, upload or otherwise transmit data that contains any viruses, trojan horses, worms, time bombs, malware, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with information or property of any person;
(m) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services;
(n) unless authorised under these Terms, use the Services in a web-enabled form for the purposes of third-party analysis or view via the internet or other external network access method;
(o) make any representations or warranties to any third parties that could be construed as being representations or warranties from us in relation to the Services or any other matter;
(p) use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing; or
(q) do any other thing in relation to the Services which is specifically prohibited by us, whether by verbal instruction or direction, or in writing.
5.1 Subject to clause 5.2, we agree to use commercially reasonable endeavours to ensure the SaaS Services are available and accessible from the Go-Live Date until termination of these Terms.
5.2 From time to time, we may perform scheduled and emergency maintenance and updates in relation to the SaaS Services. You agree that access to, or the functionality of all or part of the SaaS Services may need to be suspended for a time in order for us to do this.
5.3 We will endeavour to provide you with reasonable notice, where possible, of any interruptions to access and availability of the SaaS Services.
6.1 During the Term, we will provide you technical IT support services for the SaaS Services via telephone, or as otherwise agreed between the Parties, provided that where IT support is required, you make a request through the SaaS Services (or via email if the SaaS Services cannot be accessed) and you assist us in investigating and ascertaining the cause of the fault and provide us with access to all reasonably necessary information relevant to the fault (including what you have done in relation to the fault).
7.1 You may request Additional Services, including bespoke customisation to the scope or functionality of the SaaS Services, by providing written notice to us.
7.2 We may, at our discretion, provide you with written notice in the form of a scope of services, a proposal or a statement of work (as applicable) covering the Additional Services requested and any further fee required for us to undertake the Additional Services.
7.3 If you agree to the scope of services, proposal or statement of work (as applicable) for the Additional Services, then this will form part of these Terms and we will provide the Additional Services to you in consideration for payment of the additional fee, which will form part of the Fees.
8.1 You understand and agree that:
(a) we do not engage in the practice of veterinary medicine;
(b) we do not provide a registry for microchipped Animals;
(c) we do not provide a record storage system;
(d) the SaaS Services are a secondary tool only, are provided for your convenience only, and are not a substitute for:
(1) a registry service for the purposes of storing information about Animals implanted with microchips;
(2) professional judgment of veterinary providers in diagnosing and treating Animals; or
(3) your standard record keeping practices including your collection and completion of veterinary medical records which should continue as normal on your third party medical records system, whether electronic or paper based (i.e. adding clinical complaints, examination findings, diagnostic test results, conclusions to the Animal’s record).
8.2 It is solely your responsibility to review all Animal Data before relying on or signing off on such Animal Data. You agree to develop and maintain an internal review process for the review of the all Animal Data generated or received via the SaaS Services.
8.3 The accuracy of any Animal Data will be affected by your compliance with our instructions and any user manual (or similar) provided by us to you, from time to time. If you do not input information in accordance with our instructions, and any user manual (or similar) provided by us to you, from time to time, to the maximum extent permitted by law, we do not assume any Liability, and you waive and release us from, any Liability, for the accuracy, completeness or usefulness of any Animal Data, or your reliance on any Animal Data.
8.4 Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with your (or any of your Personnel’s) performance of any veterinary services, including your use of the SaaS Services in the process of the diagnosis or treatment of any Animal.
9.1 You agree that the Services may include Third Party Inputs selected by us that interface, or interoperate, with the Services, including third party software or services and that the provision of the Services may be contingent on, limited to, or impacted by, Third Party Inputs (i.e. our third party data hosting provider).
9.2 You must comply with our instructions and directions, whether written or verbal, in relation to use of any Third Party Inputs. Where we provide you with any terms and conditions for use of these Third Party Inputs, you agree that you will comply with these and are liable for any Liability that we incur as a result of any non-compliance by you.
10.1 You agree that we may facilitate, on your instructions, the interface, or interoperation of, the Services with your Third Party Vendors, including third party software, services or equipment and that the provision of the Services may be contingent on, limited to, or impacted by, Third Party Vendors (i.e. your practice information management system).
10.2 To the extent that you choose to use any Third Party Vendors in conjunction with the Services, you are solely responsible for:
(a) the purchase of;
(b) the requirements (including any consents or permissions); and
(c) the licensing obligations (and compliance with those obligations),
related to the applicable Third Party Vendor; and
(d) for ensuring our interface, or interoperation of, the SaaS Services with your Third Party Vendor and the extraction and receipt of any of Your Data is legally and contractually permitted (including with respect to Privacy Laws).
10.3 You agree that the benefit of any Third Party Vendor’s interface, or interoperation with, the Services, is subject to your compliance with clause 10.2 and that we have no Liability to you (including for any loss of access to data or corruption of data) if any Third Party Vendor withdraws your access to their services or withdraws their services from integration with our Services.
10.4 Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with your Third Party Vendors.
10.5 Despite anything to the contrary:
(a) you agree that if you instruct us to integrate the Services with the Third Party Vendor Covetrus Software Services Pty Ltd (ABN 89 094 621 557) (Covetrus), Covetrus shall not be liable (including, but not limited to, for any direct, indirect, special, punitive, incidental or consequential damages or losses) to you for any reason with respect of the use of Your Data;
(b) acknowledge that Covetrus expressly disclaims any warranties to you with respect to Your Data extracted; and
(c) you agree that you shall not make any claims against Covetrus.
These limitations, disclaimers, exclusions and agreements in favor of Covetrus set forth in this clause 10.5 will be held in trust by us for, and enure to the benefit of, Covetrus and will be binding on you.
11.1 You agree to pay us the Fees, and any other amounts payable to us under these Terms, without set-off or delay.
11.2 The fees are use based and are calculated for each transaction made via the SaaS Services (i.e. each vaccination processed under your Account) as set out in the fee schedule agreed upon between the Parties and are payable monthly in arrears as set out in clause 11.3 (unless otherwise agreed between the Parties).
11.3 Invoices are itemised and must be paid in accordance with the payment terms in the invoice. If there are no payment terms in the invoice, the invoice must be paid within 14 days of the invoice date. We may provide the option, or require that you sign up for the direct debiting of the Fees. When you sign up for direct debiting of the Fees, you must provide your credit card details (or any other accepted payment method) and an authorisation for us to automatically debit the Fees from your chosen payment method monthly on your billing date. Where direct debit is set up, we will notify you of your monthly billing date and provide a billing estimate prior to each billing date. You acknowledge that such billing estimate is an estimate only, is provided for your convenience and the Fees charged on your billing date may vary from this estimate. You must ensure your chosen payment method has sufficient funds to pay the Fees on each billing date.
11.4 You are responsible for reviewing the fee schedule, features and limits associated with the Services and your Account.
11.5 If any payment has not been made or is not successful in accordance with these Terms, we may (at our absolute discretion):
(a) immediately cease or suspend the provision of the Services, and recover as a debt due and immediately payable from you, our additional costs of doing so;
(b) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with these Terms; and
(c) engage debt collection services and/or commence legal proceedings in relation to any such amounts.
11.6 If you rectify such non-payment within a reasonable time after the Services have been suspended, then we will recommence the provision of the Services as soon as reasonably practicable.
11.7 Subject to your Statutory Rights and to the maximum extent permitted by law the Fees are non-refundable.
12.1 This clause 12 will survive the expiry or termination of these Terms.
12.2 Animal Data means any data about an Animal or an Animal Owner:
(a) made available to you via the SaaS Services (i.e. you access data about an Animal’s previous vaccinations or laboratory test results); or
(b) generated by the SaaS Services (i.e. information is pre-populated in a form based on the scanning of an Animal’s microchip); or
(c) input by you into the SaaS Services as raw data (i.e. you input the Animal Owner’s name and address, the species of the Animal).
12.3 Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
12.4 Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including the Intellectual Property and Services) that we may provide to you under these Terms, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws. For the avoidance of doubt:
(a) Our Materials includes any information and content made available to you as part of the Services, including in any forms or pre-populated fields, any representations of Animal Data created by or on behalf of us or our Personnel and any and all resources (including templates) made available to you by us; and
(b) Animal Data, Your Materials and Your Data do not form part of Our Materials.
12.5 Your Data means the information and data inputted, transmitted or exported by you, your Personnel, Authorised Users or Third Party Vendors into the Services (i.e. data transmitted from your practice information management system on your instructions into our SaaS Services via an application programming interface, but excluding Animal Data) or stored by the SaaS Services or generated by the SaaS Services as a result of your use of the SaaS Services (i.e. data about how often you log in to the SaaS Services and how many vaccination you have processed through the SaaS Services). For the avoidance of doubt, Animal Data, Our Materials and Your Materials do not form part of Your Data.
12.6 Your Materials means all work, designs and logos, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Effective Date and/or developed by or on behalf of you or your Personnel independently of these Terms. For the avoidance of doubt, Animal Data, Your Data and Our Materials do not form part of Your Materials.
12.7 The Parties agree that nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights.
12.8 You agree that we (or the relevant third party) owns all Intellectual Property Rights in:
(a) Our Materials;
(b) New Materials or Improvements;
(c) Analytics; and
(d) any Feedback,
(collectively, Our Intellectual Property Rights) and Our Intellectual Property Rights will at all times vest, or remain vested, in us (or, if applicable, our third-party service providers). To the extent that ownership of Our Intellectual Property Rights does not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
12.9 In the use of any of Our Intellectual Property Rights in connection with these Terms, you agree that you must not (and you must ensure that your Personnel do not) commit any Intellectual Property Breach.
12.10 You also agree that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.
12.11 We agree that you own all Intellectual Property Rights in Your Materials.
12.12 You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Your Materials, solely for the purposes for which they were developed and for the performance of our obligations under these Terms, and as otherwise contemplated by these Terms.
12.13 If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms, you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.
12.14 As between you and us:
(a) all Your Data is and remains your property; and
(b) you retain any and all rights, title and interest in and to the Your Data, including all copies, modifications, extensions and derivative works.
12.15 You grant us a limited licence to copy, transmit, disclose, modify, reproduce, upload, communicate, distribute, store and back-up or otherwise access and make available Your Data to:
(a) supply the Services to you (including to enable you and your Personnel and Authorised Users to access and use the Services) and to third parties;
(b) diagnose problems with the Services;
(c) enhance and otherwise modify the Services, including to improve functionality and algorithms;
(d) to maintain a database of veterinary information about Animals for use by you and authorised third parties, such as Animal Owners, other veterinary clinics and/or veterinary hospitals and other veterinarians;
(e) perform Analytics; and
(f) as otherwise reasonably required to perform our obligations under these Terms.
12.16 You acknowledge and agree that you must, at all times, ensure the integrity of Your Data and that the collection and use of Your Data is compliant with all Laws.
12.17 You represent and warrant that:
(a) you have obtained all necessary rights, releases and permissions to provide all of Your Data to us and to grant the rights granted to us in these Terms; and
(b) Your Data (and its transfer to and use by us) as authorised by you, under these Terms does not violate any Laws (including those relating to export control and electronic communications), any contractual obligations, or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity.
12.18 We may at any time and with notice to you, remove any part of Your Data if we reasonably consider that it does not comply with these Terms.
Our Privacy Obligations
13.2 We agree to use reasonable commercial endeavours to implement and maintain industry standard physical, technical and organisational security measures designed to protect Personal Information from unauthorised access, destruction, use, modification, or disclosure.
13.3 We agree to back-up Your Data and, where available, provide you with access to Your Data throughout the Term and for any storage period thereafter (in accordance with clause 21.4(b)). Despite this clause 13.3, you acknowledge and agree that we do not provide a data storage service and we cannot guarantee that Your Data or Animal Data will be available at all times or that any Third Party Input which we use for back-up purposes will not fail. Any back-up or storage services are provided solely for your convenience and it is your responsibility to ensure the ongoing secure storage of Your Data and as applicable Animal Data, as set out in clauses 8.1(d)(3) and 13.8(d).
13.4 Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related to Your Data, Animal Data and your use of the Services for our own business purposes (being any purpose we see fit), in an aggregated and anonymised format, such that it is no longer about an identifiable individual and there is no reasonable likelihood of re-identification of an individual (Analytics).
13.5 We may contact you with functional notifications via the SaaS Services using in-Account notifications or via-off platform communication channels, such as email.
13.6 You acknowledge and agree that we may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt-out of receiving direct marketing messages at any time. Where you opt-out we will continue to send you functional communications relevant to your use of the Services.
13.7 You are solely responsible for the collection and management of Your Data.
13.8 You must:
(a) ensure that you, your Personnel, Authorised Users and Third Party Vendors comply with all Privacy Laws applicable to all Personal Information collected, used, stored or otherwise dealt with under or in connection with these Terms;
(b) not use or exploit Animal Data for purposes other than as necessary and legally permitted for your business purposes and or as expressly stated in these Terms (including that you must not on-sell Animal Data to third parties);
(c) use reasonable commercial endeavours to implement and maintain industry standard physical, technical and organisational security measures designed to protect Animal Data from unauthorised access, destruction, use, modification, or disclosure;
(d) ensure the ongoing secure storage of all Your Data and Animal Data, free from unauthorised access or disclosure (including by regularly backing up Your Data and where applicable Animal Data via a means separate to its storage on the SaaS Services);
(e) keep and maintain all records in accordance with and in the manner prescribed by any Laws (including Privacy Laws) and the requirements of any relevant veterinary professional bodies;
(f) ensure that you are legally permitted to disclose any Animal Data and any of Your Data (including any Personal Information) from any Third Party Vendor to us and you consent to us retrieving Animal Data and Your Data from any Third Party Vendor nominated by you for use by us in accordance with these Terms;
(g) ensure that each Third Party Vendor is required to and handles Animal Data and any Personal Information transferred by the SaaS Services to that Third Party Vendor in accordance with your obligations under these Terms;
(h) only disclose Personal Information in your possession or control to us (including of Authorised Users and Animal Owners) and direct us to perform any Services in relation to such Personal Information, if:
(1) it is reasonably necessary for one or more of your activities or functions;
(2) you are authorised by Privacy Laws to collect the Personal Information and to use or disclose it in the manner required by these Terms; and
(3) you have informed the individual to whom the Personal Information relates, that you will disclose the Personal Information to us and to the extent possible, you have made the individual aware of our privacy collection notice (located here vetdb.com/legal/privacy-policy/).
13.9 If requested by us, you agree to promptly provide us with sufficient evidence for us to confirm your compliance with clause 13.8.
13.10 You must not input or disclose any Personal Information to us if you have not complied with your obligations in this clause 13.
13.11 You must not do anything which will cause us to violate or infringe any applicable Privacy Laws.
13.12 Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with your (or your Personnel’s) breach of this clause 13.
13.13 This clause 13 will survive the expiry or termination of these Terms.
14.1 If either Party becomes aware of, or has a real suspicion that, unauthorised access to, or unauthorised disclosure of, Animal Data or Your Data has occurred (each a Security Incident) which may impact on the other Party, that Party must promptly notify the other Party.
14.2 Where such Security Incident is linked to the SaaS Services each Party agrees to, within a reasonable time:
(a) contain the Security Incident and take remedial steps, to the extent that this is operationally, commercially and technically feasible; and
(b) conduct an investigation to determine whether a Security Incident has occurred, and where one has, the cause and impact of it on Your Data, Animal Data and any other data related to the SaaS Services.
14.3 You agree that we may suspend the Services, without Liability to you, where a Security Incident has or may have occurred and this is considered necessary or prudent (as determined by us, in our sole discretion) to address or deal with the Security Incident.
14.4 We will bear any of our own costs associated with any investigation, containment and remedial steps taken as a result of a Security Incident, unless the incident triggering the Security Incident is by an Authorised User, a Third Party Vendor or is as a result of, or in connection with, non-compliance with these Terms by you or an Authorised User, in which case the costs incurred by us and associated with any investigation, containment and remedial steps taken as a result of that Security Incident will be a debt due and immediately payable to us by you.
14.5 Each Party will be responsible for its own compliance with any data breach notification obligations it may have in connection with a Security Incident (including any associated costs).
14.6 This clause 14 will survive the expiry or termination of these Terms.
15.1 Each Receiving Party agrees:
(a) not to disclose the Confidential Information of the Disclosing Party to any third party;
(b) to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
(c) to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.
15.2 The obligations in clause 15.1 do not apply to Confidential Information that:
(a) is required to be disclosed in order for the Parties to comply with their obligations under these Terms;
(b) is authorised to be disclosed by the Disclosing Party;
(c) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or
(d) must be disclosed by Law or by a regulatory authority, including under subpoena.
15.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 15. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 15.
15.4 This clause 15 will survive the expiry or termination of these Terms.
16.1 We represent, warrant and agree:
(a) that we are properly constituted and have the right and authority to enter into these Terms;
(b) that we will provide the Services in accordance with all applicable Laws;
(c) that the Services will operate and be provided in accordance with these Terms;
(d) that we will use reasonable efforts to ensure all of our obligations under these Terms will be carried out:
(1) by suitably competent and trained Personnel; and
(2) in an efficient and professional manner;
(e) that we have legal authority to grant you the Licence; and
(f) the provision of the Services does not and will not infringe any other person’s Intellectual Property Rights.
17.1 You agree:
(a) to comply with these Terms, our reasonable requests or requirements, and all applicable Laws;
(b) to provide all assistance, information, documentation, access, facilities, authorities, consents, licences and permissions reasonably necessary to enable us to comply with our obligations under these Terms or at Law, in a timely manner;
(c) to notify us of any breach or suspected breach of these Terms by you (or an Authorised User), within 48 hours of becoming aware or any such breach or suspected breach;
(d) you are responsible for all users using the Services, including your Personnel and any Authorised Users;
(e) we do not make any warranty or representation in respect of Third Party Inputs or Third Party Vendors;
(f) any representation, warranty or thing made or done by us (unless expressly stipulated in these Terms) is not to be inferred, incorporated or implied into these Terms;
(g) that despite anything to the contrary, because of the nature of integration, customisation and/or development services, any milestone, timeline, due date (or similar) provided by us for any integration, customisation or development services is an estimate only and any failure to meet such milestone, timeline, due date (or similar) will not be a breach of these Terms;
(h) the provision of the Services may be contingent on, or impacted by, Third Party Inputs and/or Third party Vendors; and
(i) we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you, your Authorised Users, your Personnel or any Third Party Vendor.
17.2 You represent, warrant and agree that:
(a) you have the legal capacity to enter into a legally binding agreement;
(b) there are no legal restrictions preventing you from entering into these Terms;
(c) all information and documentation that you provide to us in connection with these Terms is true, correct and complete and that we will rely on such information and documentation in order to provide the Services;
(d) you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless such purposes are expressly stipulated in these Terms;
(e) you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Services and as otherwise requested by us, from time to time, and in a timely manner;
(f) the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, our Services to third parties without our prior written consent. For the avoidance of doubt, this clause 17.2(f)does not operate to prevent the disclosure of any of Your Data (which includes the outputs produced or generated through using the Services), just access to the Services themselves;
(g) you will be responsible for the use of any part of the Services, and you must ensure that no person uses any part of the Services to break any Law or infringe any person’s rights (including Intellectual Property Rights and privacy rights) or in any way that damages, interferes with or interrupts the supply of the Services;
(h) the Services and any associated programs and files are used at your own risk;
(i) any information, advice, material, work and services (including the Services and any reports produced as part of these Services) provided by us under these Terms does not constitute legal, financial, due diligence or risk management advice and is relied on at your own risk;
(j) you will inform us if you have reasonable concerns relating to our provision of the Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve these concerns;
(k) you are not and have not been the subject of an Insolvency Event;
(l) if applicable, you hold a valid ABN which has been advised to us;
(m) if applicable, you are registered for GST purposes;
(o) you have all hardware, software and services which are necessary to access and use the Services (other than those required to be provided by us under these Terms);
(p) you have all required licences, accreditations, registrations and certifications to provide the veterinary services you provide (as a veterinary clinic and/or hospital); and
(q) all Authorised Users performing veterinary services using the SaaS Services are suitably qualified and have all required licences, accreditations, registrations, licences and certifications to provide such services.
17.3 This clause 17 will survive expiry or termination of these Terms.
18 Australian Consumer Law
18.1 Certain legislation, including the ACL, and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights).
18.2 If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
18.3 Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or any other basis.
18.4 This clause 18 will survive expiry or termination of these Terms.
19.1 Despite anything to the contrary and to the maximum extent permitted by law:
(a) we will not be liable for any Consequential Loss;
(b) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure to mitigate that Liability; and
(c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us repaying you the amount of the Fees paid by you to us in the immediately preceding 12 months for the supply of the relevant Services to which the Liability relates.
19.2 This clause 19 will survive expiry or termination of these Terms.
20.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability, to the extent caused or contributed to by, arising from or connected with:
(a) loss of, or damage to, any property or any injury to or loss to any person;
(b) the Computing Environment;
(c) any reliance on the Services by you, including for the purposes of complying with any obligations on you (including under any Laws);
(d) our reliance on or use of any information or documentation provided by you;
(e) any amendments or alterations to the Services by you, your Personnel or any third party;
(f) any delay or failure by you or any of your Personnel to provide any permissions, information or documentation necessary to allow us to provide the Services;
(g) your or your Personnel’s acts or omissions;
(h) any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by these Terms;
(i) any work, services, goods, materials or items which do not form part of the Services (as expressed in these Terms), or which have not been provided by us;
(j) any Third Party Inputs or Third Party Vendors;
(k) the Services being unavailable, or any delay in us providing the Services to you, for whatever reason; and/or
(l) any event outside of our reasonable control.
20.2 This clause 20 will survive expiry or termination of these Terms.
21.1 We may suspend the Services (or any Authorised User’s access to the Services) with notice to you if:
(a) we reasonably consider that your continued use of the Services (or that of any Authorised User) may result in harm to the Services, other customers or third parties;
(b) we reasonably consider that you (or any of your Personnel) are in breach of any Laws; or
(c) we are required to do so by Law.
21.2 Either Party may terminate these Terms at any time by giving not less than 14 days’ notice in writing to the other Party.
21.3 These Terms will terminate immediately upon written notice by:
(a) us, if:
(1) you (or any of your Personnel) breach clause 12 (Intellectual Property Rights + Data) or clause 13 (Privacy + Communication);
(2) you fail to pay any amount due in accordance with the applicable payment terms and such amount remains due 60 days after its original due date;
(3) you (or any of your Personnel) breach any provision of these Terms and that breach has not been remedied within 10 Business Days of being notified by us;
(4) for any other reason outside our control which has the effect of compromising our ability to provide the Services; or
(5) you are unable to pay your debts as they fall due; and
(b) you, if we:
(1) are in breach of a material term of these Terms, and that breach has not been remedied within 10 Business Days of being notified by you; or
(2) are unable to pay our debts as they fall due.
21.4 Upon expiry or termination of these Terms:
(a) we will cease providing the Services;
(b) you must give us notice within 7 days after expiry or termination of these Terms, if you wish to export Your Data and any required Animal Data. We will assist you to export Your Data from the SaaS Services and any Animal Data required to meet your legal obligations or required for your recording keeping purposes, subject to you paying us for such assistance on a time and materials basis;
(c) we will be entitled to permanently delete all Your Data 14 days after expiry or termination of these Terms;
(d) you agree that subject to your Statutory Rights and to the maximum extent permitted by law, any payments made are not refundable;
(e) you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;
(f) pursuant to clauses 21.3(a)(1), (2), (3) or (4) you also agree to pay us additional costs arising from, or in connection with, such termination; and
(g) you will immediately return (at our request) or delete or destroy any of our property (including any of our Confidential Information and Our Intellectual Property).
21.5 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
21.6 This clause 21 will survive the expiry or termination of these Terms.
22.1 If GST is payable on any supply made under these Terms, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under these Terms and must be paid in addition to the consideration expressed elsewhere in these Terms, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
22.2 If an adjustment event arises in respect of any supply made under these Terms, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.
22.3 If the recipient is required under these Terms to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
22.4 The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
23.1 Amendment: We may update these Terms or modify the schedule of Fees at any time with not less than 14 days notice to you via an in-Account notification or via email. If you do not agree with any amendment you may terminate these Terms in accordance with clause 21.2.
23.2 Assignment: You consent to us, at any time, assigning or novating these Terms (or part thereof, including any of our rights or obligations under these Terms) by providing prior notice to you of such assignment or novation. You must not assign or deal with the whole or any of your rights or obligations under these Terms without our prior written consent (such consent is not to be unreasonably withheld).
23.3 Dispute: If any dispute or claim (including any question regarding its existence, validity or termination) arises out of or in connection with these Terms (Dispute), either Party may issue a notice to the other Party outlining the dispute or claim (Notice of Dispute). Within 14 days of a Notice of Dispute, senior representatives of the Parties must meet in good faith to resolve the Dispute by negotiation or such other means as they mutually agree. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of Western Australia to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause 23.3 will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
23.4 Entire agreement: These Terms and the EULA contain the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
23.5 No exclusivity: The Services will be provided to you on a non-exclusive basis.
23.6 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay or failure is due to any circumstance beyond our reasonable control (including but not limited to terrorism, war, flood, fire, earthquake, storm, epidemic, pandemic, COVID-19 or Government sanctioned restrictions and orders, whether known or unknown at the time of entering into these Terms) (Force Majeure Event).
23.7 Further assurance: You agree to promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and your obligations under it.
23.8 Governing law: These Terms are governed by the laws of Western Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Western Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
23.9 Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 3 Business Days in the case of post, or at the time of transmission in the case of transmission by email on a Business Day, or on the next Business Day in the case of transmission by email not on a Business Day.
23.10 Publicity: You agree that we may advertise or publicise the broad nature of our provision of the Services to you, including on our website or in our promotional material, with your prior written consent.
23.11 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
23.12 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.
23.13 Precedence: To the extent of any conflict or inconsistency between these Terms and the EULA, these Terms will prevail.
24.1 In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in these Terms, and:
Account means an account accessible to you and/or your Authorised Users to use the Services, including, the SaaS Services;
Additional Services means any additional Services which we agree to provide to you;
Analytics has the meaning given in clause 13.4;
Animal means any non-human animal;
Animal Data has the meaning given in clause 12.2;
Animal Owner means a person by whom an Animal is ordinarily kept or the person who is the current registered owner of the Animal according to a local government register or a registered or licensed Animal registry service under the applicable Law;
Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time;
Authorised User means a user permitted to access and use the Services under your Account;
Business Day means a day on which banks are open for general bank business in Western Australia, excluding Saturdays, Sundays and public holidays;
Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;
Confidential Information includes information which:
(a) is disclosed to the Receiving Party in connection with these Terms at any time;
(b) is prepared or produced under or in connection with these Terms at any time;
(c) relates to the Disclosing Party’s business, assets or affairs; or
(d) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information;
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;
Disclosing Party means the Party disclosing Confidential Information to the Receiving Party;
Feedback means any idea, suggestion, recommendation or request by you (or any of your Personnel or Authorised Users, Third Party Vendors or Animal Owners), whether made verbally, in writing, directly or indirectly, in connection with the Services;
Fees has the meaning given in clause 11.2;
Go-Live Date means the date on which the SaaS Services are ready to be accessed by you, as determined by us;
GST has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Implementation Assistance has the meaning given in clause 2.1;
Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either Party (or any of their respective Personnel) during the Term;
Insolvency Event means any of the following events or any analogous event:
(a) a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business;
(b) a Party ceases, or threatens to cease, carrying on business;
(c) a Party is unable to pay the Party’s debts as the debts fall due;
(d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business;
(e) any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or
(f) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business;
Intellectual Property means any copyright, registered and unregistered trade marks, designs (whether or not registered or registrable), domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing;
Intellectual Property Breach means any breach by you (or any of your Personnel) of any of Our Intellectual Property Rights (or any breaches of third-party rights including any Intellectual Property Rights of third parties), including, but not limited, to you (or your Personnel):
(a) copying, altering, enhancing, adapting or modifying any of Our Intellectual Property;
(b) creating derivative works from Our Intellectual Property;
(c) providing or disclosing Our Intellectual Property to, or allowing Our Intellectual Property to be used by, any third party;
(d) assigning or transferring any of Our Intellectual Property Rights or granting sublicenses of any of Our Intellectual Property Rights, except as expressly permitted in these Terms;
(e) reverse engineering or decompiling any of Our Intellectual Property Rights, except where permitted by Law; or
using or exploiting Our Intellectual Property for purposes other than as expressly stated in these Terms (including, without limitation, using Our Intellectual Property for commercial purposes or on-selling Our Intellectual Property to third parties);
Intellectual Property Rights has the meaning give in clause 12.3;
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of the Services, and includes Privacy Laws;
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise;
Moral Rights has the meaning given in the Copyright Act 1968 (Cth);
New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with these Terms and the Services (including any machine learning algorithms output from the Services but excluding Animal Data, Your Data and Your Materials), whether before or after the date of these Terms;
Our Materials has the meaning given in clause 12.4;
Personal Information is defined in the Privacy Act and also includes any similar term as defined in any other applicable Privacy Laws;
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents and in respect of you, your Authorised Users;
Privacy Act means the Privacy Act 1988 (Cth);
Privacy Laws means the Privacy Act and Australian Privacy Principles as set out in that Act and any other applicable Australian legislation or privacy guidelines;
Receiving Party means the Party receiving Confidential Information from the Disclosing Party;
SaaS Services has the meaning given in clause 2.3;
Services has the meaning given in clause 2.2;
Software means our cloud-based software, including all instructions in hard copy or electronic form and any update, modification or release of any part of that software as described on our Site;
Statutory Rights has the meaning given in clause 18.1;
System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network;
Third Party Inputs means third parties or any goods and services provided by third parties selected by us, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by;
Third Party Vendor means any third party service provider with which you have a direct relationship and which you instruct us to integrate, interface or interoperate with the Services;
Your Data has the meaning given in clause 12.5; and
Your Materials has the meaning given in clause 12.6.
25.1 In these Terms, unless the context otherwise requires:
(a) a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
(c) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
(d) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
(e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
(f) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
(g) a reference to time is to local time in Western Australia; and
(h) a reference to $ or dollars refers to the currency of Australia from time to time.
VetDB Pty Ltd ABN 66 633 636 343
Level 32/152 Saint Georges Terrace,
Perth, 6000, Western Australia