Terms & Conditions of Business Use
Virtual Recall Terms and Conditions of Business for UK and Ireland Customers
- These terms
1.1 What these terms cover. These are the terms and conditions on which we will agree to supply services to your Veterinary Practice (“you”) (the “Terms”). In addition to the Terms, when using https://www.virtualrecall.com, https://ourvet.shop, https://hub.virtualrecall.com or https://service.virtualrecall.com (“Our Sites”) or use any services we provide, you warrant and represent that you will also comply with:
(c) Our cookies policy.
1.2 Why you should read them. Please read these Terms carefully before you use any services we provide, submit your order to us, or use Our Sites. These Terms tell you who we are, how we will provide the services to you, how you and we may change or end these Terms, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us to discuss. By using any of Our Sites, or any of our other services, you agree to be bound by the Terms.
1.3 You are the account owner. You acknowledge and agree that you are the account owner and 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 and agree to these Terms. We may in our sole discretion agree to such a transfer.
- Information about us and how to contact us
2.1 Who we are.
Who we are. We are Virtual Recall Limited, trading as either "Virtual Recall" or “OurVet.Shop”, a company registered in England and Wales. Our company registration number is 09360598 and our registered office is at 7 Huxley Road, Guildford, GU2 7RE. Our registered VAT number is 125220559. Questions, comments and requests regarding these Terms should be addressed to Virtual Recall, 7 Huxley Road, Guildford GU2 7RE, UK or sent by email to email@example.com. In these Terms "we", "us", "Virtual Recall" or "Supplier" shall mean "Virtual Recall Limited" together with our successors, transferees or assigns and the words "you" and "yours" refers to you the customer to whom we supply goods and/or services."
If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.2 What we do. iRecall® is a software service for veterinary clinics to automatically remind their clients when to use veterinary treatments previously prescribed or to return to practice for repeat services, including medications, vaccinations, diet, insurance, nutrition and health clinics. Client engagement messages such as surveys and welcome packs may also be sent. You agree that you will only use this service to message clients where you have permission to do so and only include products that the veterinary clinic has prescribed or is prepared to prescribe again to their client.
OurVet.Shop® is a software service that enables individual consumers (“Consumers”) to connect online with Veterinary Practices (the “Practices”) so that they can request, and possibly purchase, goods and services from the Practices (the “Services”).
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these Terms, this includes emails.
- Our contract with you
3.1 How we will accept your order. Our acceptance of your order will take place when you return our order form for either iRecall or OurVet.Shop by post, fax, scanned copy or electronic signature system at which point a contract will come into existence between you and us and will be incorporated and subject to these Terms which shall be legally binding on you. Any quotation given by us shall not constitute an offer and shall only be valid for a period of 20 working days from its date of issue.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you. This might be because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the services or because we are unable to meet a delivery deadline you have specified.
3.3 Your reference number. We will assign a reference number to your order and tell you what it is when we issue you with an invoice. It will help us if you can tell us the reference number whenever you contact us.
- Our services
4.1 Services may vary slightly from their pictures. The images of the services on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the services. The services may vary slightly from those images.
4.2 Reasonable care and skill. We will use reasonable care and skill in providing the services to you.
4.4 Settlement of payments. If we do not settle a payment to you (if, for example only, you owe us more money than we owe you), you agree that the Consumer payment received by us satisfies the Consumer’s obligation to pay for the Order and that your only recourse is against us and not the Consumer.
4.5 You must provide us with up to date bank account information. You are solely responsible for providing us with up to date bank account information in order for us to make payments to it. If we cannot settle the funds into your bank account, the funds will remain in our payment account until such time as you provide us with up to date, complete and accurate information. We do not make interest payments in respect of any balances held by us due to your failure to provide up to date bank account information or otherwise.
4.6 Payment frequency. Payments will be made at least once per calendar month.
- Your rights to make changes. If you wish to make a change to the services, you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
- Our rights to make changes
6.1 Minor changes to the services. We may change the services:
(a) to reflect changes in relevant laws and regulatory requirements;
(b) to change the methods of payment we accept; and
(c) to implement minor technical adjustments and improvements, for example, to address a security threat. These changes will not affect your use of the services.
6.2 Updates to digital content. We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.
6.3 More significant changes to the services or these Terms. If we may make any significant changes to the services or these Terms we will notify you in writing, where possible in advance. If you do not want to accept these changes, then you may have the right to end these Terms.
- Providing the services
7.1 When we will provide the services. Unless otherwise agreed between us, we will supply the services to you for an initial period of twelve (12) months from the date of installation of the programme, software, equipment, property, materials and other items as are required to provide the services (the Initial Term) and the services shall continue until these Terms are terminated in accordance with these Terms.
7.2 Services to be provided in line with any specification. If a specification has been agreed between us, to the extent possible, we will supply the services to you in accordance with that specification in all material respects. We will use all reasonable endeavours to meet any performance dates specified in your order or any specification that has been agreed, but any such dates shall be estimates only and time shall not be of the essence for performance of the services.
7.3 We are not responsible for delays outside our control. If our supply of the services is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end these Terms. In these circumstances, you may receive a refund for any services you have paid for but not received. For the avoidance of doubt, you will not be entitled to a refund of any services which you have already received.
7.4 If you do not allow us access to provide services. If you do not allow us access to your Practice Management System (PMS, the software used by you to store client and patient data) server (or permit connection via alternative means in the case of 'cloud' based systems) to provide the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your premises we may end these Terms.
7.5 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the services to you, for example, database access details, contact email addresses, brand materials and message copy. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may terminate these Terms in accordance with clause 14 or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.6 Reasons we may suspend the supply of services to you. We have to suspend the supply of services to you for a reasonable period of time to:
(a) deal with technical problems or make minor technical changes;
(b) update the services to reflect changes in relevant laws and regulatory requirements; and
(c) make changes to the services as requested by you or notified by us to you (see clause 6); and
7.7 We will endeavour to have our services available to you every day, with the exception of any pre-announced shutdowns for maintenance purposes. However, the services are provided on an 'as is' and 'as available' basis without any representation or warranty of any kind. Our services are dependent on a number of third party providers, including but not limited to your PMS, your internet provider, your power supplier, text message provider, an email server and mail fulfilment company, and the services may be subject to occasional delays, interruptions or other problems dependent on these third party providers. Whilst we will monitor the operation of our system and inform you of any failure or interruption as soon as reasonably possible, it is your responsibility to ensure that the system is operating properly at all times.
7.8 Your rights if we suspend the supply of services. We will use our best endeavours to contact you in advance to tell you we will be suspending supply of the services, unless the problem is urgent or an emergency. If we have to suspend the services for longer than thirty (30) days in any twelve (12) month period, we will adjust the price so that you do not pay for services while they are suspended. If we suspend the services, or tell you we are going to suspend the services for a period of more than thirty (30) days) then you have the right to terminate these Terms in accordance with clause 14 and we will refund any sums for services you have paid in advance (but not in respect of any services which you have already received, to the extent permitted by law).
7.9 We may also suspend supply of the services if you do not pay. If you do not pay us for the services when you are supposed to (see clause 9.6) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply of the services until you have paid us all outstanding amounts. We will contact you to tell you we are suspending supply of the services. We will not suspend the services where you reasonably dispute the unpaid invoice (see clause 9.8). We will not charge you for the services during the period for which they are suspended. As well as suspending the services we can also charge you interest on your overdue payments (see clause 9.7).
- Your responsibilities and obligations
8.1 You agree to:
(a) ensure any orders you make or information you to us provide are complete and accurate;
(b) co-operate with us in all matters relating to the services;
(c) provide us, our employees, agents, consultants and subcontractors, with either remote or physical access to your premises, office accommodation and other facilities as reasonably required by us and ensure that any such premises are free from harm or risk to health or safety;
(d) provide us with such information and materials as we may reasonably require in order to supply the services, and ensure that such information is complete and accurate in all material respects;
(e) prepare your premises for the supply of the services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the services before the date on which the services are to start;
(g) comply with all applicable laws, including health and safety laws, data protection and privacy laws and anti-bribery laws; and
(h) keep all our materials, equipment, documents and other property at your premises in safe custody at its own risk, maintain our materials in good condition until returned to us, and not dispose of or use our materials other than in accordance with our written instructions or authorisation.
8.2 When using OurVet.Shop
- Any contract for sale of goods is between the Practice and the Consumer. Once you send an Order Confirmation to the Consumer, this forms a legally binding contract for the sale of the goods by you to the Consumer. You agree that the order will then be fulfilled by your fulfilment partner. Once you conclude an Order with a Consumer, our site will automatically send the Order to your Fulfilment Partner for it to fulfil and arrange delivery of the ordered goods to the Consumer.
- Your contract with your fulfilment partner. You confirm that you have a separate contract in place with the Fulfilment Partner, where you have agreed, amongst other things, the price of the goods.
- You alone are responsible for paying your fulfilment partner. The Fulfilment Partner will invoice you directly for cost of the goods relating to Orders agreed through this site. We have no responsibility or liability for any such payments.
8.3 General obligations when using the OurVet.Shop service. You represent and warrant that:
(a) your practice is registered with the Royal College of Veterinary Surgeons;
(b) any information you provide to us is complete and accurate;
(c) you will only issue prescriptions to consumers where you make a clinical assessment that such is appropriate, and that it is legal and responsible for you to do so;
(e) you will provide us, our employees, agents, consultants and subcontractors, with either remote or physical access to your premises, office accommodation and other facilities as reasonably required by us and ensure that any such premises are free from harm or risk to health or safety;
(f) you will provide us with such information and materials as we may reasonably require in order to supply the services, and ensure that such information is complete and accurate in all material respects;
(g) you will prepare your premises for the supply of the services;
(h) you will obtain and maintain all necessary licences, permissions and consents which may be required for the services before the date on which the services are to start;
(i) you will comply with all applicable laws, including health and safety laws, data protection and privacy laws and anti-bribery laws; and
(j) you will keep all our materials, equipment, documents and other property at your premises in safe custody at its own risk, maintain our materials in good condition until returned to us, and not dispose of or use our materials other than in accordance with our written instructions or authorisation.
- Price and payment
9.1 Where to find the price for the services - iRecall
a) The price of services (subject to any applicable VAT) is displayed in pounds sterling and will be the price indicated to you by email prior to you placing your order. We take all reasonable care to ensure the price of the services advised to you is correct. However please see clause 9.5 for what happens if we discover an error in the price of the services you order.
b) Additional charges.A fair usage policy applies. SMS messages over 160 characters including spaces may be subject to additional charges. Attempts to use the services for incorrect message types will incur additional charges. Wherever possible, notification will be given by us to you in advance of additional charges. Print and post charges may increase in line with Royal Mail price rises at any time, although we will aim to notify you at least 30 days in advance of any price changes. Addresses which are incorrect (e.g. incorrect postcode) will still be posted, but a surcharge will be incurred per item.
c) Specific support charges.Specific support requests made by you and required to be actioned by us beyond a normal initial setup and configuration may incur additional charges. If any additional charges are to be made, then you will be notified in advance.
9.2 Where to find the price for the services OurVet.Shop
You shall pay us the following fees (all listed fees are exclusive of VAT) in consideration for your use of the services:
(a) Subscription Fees: A monthly fee of £30 per Full time Equivalent Veterinary surgeon
(b) Transaction Fees: 1.99% plus 20 pence of all gross (inclusive of VAT) transactions. A minimum fee of 35 pence will be applied to any transaction. Where transactions are subject to dispute by the cardholder, additional Chargeback fees may also be payable, up to £15 per Chargeback.
(c) Fulfilment Fees: The cost of dispensing, picking, packing and postage for items ordered through the site. These costs vary on an order by order basis depending on the size, weight and number of items in each order. Details of each charge will be provided on a monthly basis.
9.4 We will pass on changes in the rate of VAT. If VAT is payable on any goods and/or services under these Terms, you must pay an amount equal to the VAT payable on the payment date. If the rate of VAT changes between your order date and the date we supply the services, we will adjust the rate of VAT that you pay, unless you have already paid for the services in full before the change in the rate of VAT takes effect.
9.5 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the services' correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the services' correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
9.6 When you must pay and how you must pay.
We will invoice you on a monthly basis for services provided. You must pay each invoice within 28 calendar days of the date of the invoice. Where any postal charges over a value of £300 per month are incurred, you will be issued an additional invoice at that time and required to pay by direct debit immediately.
9.7 We can charge interest if you pay late. If you fail to pay us on time, then, without limiting our remedies under these Terms, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.8 What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us promptly (and within 14 days of the date of the invoice) to let us know.
9.9 If at any time and for any reason other than our default or failure to comply with our obligations to you it is necessary to re-install all or any material part of our system as supplied to you, you may be required pay an additional non-refundable re-installation fee. The costs for reinstallation will be quoted and agreed with you prior to work commencing.
9.10 Notwithstanding any clause herein to the contrary, in exceptional or unforeseen circumstances we may suspend and/or disconnect your services at our discretion. We will usually try to inform you before we suspend or terminate your access to the service.
- Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
10.1 Nothing in these Terms shall limit or exclude our liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) where it would be unlawful to do so.
10.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
10.3 We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
(a) use of, or inability to use, our site;
(b) use of or reliance on any content displayed on our site;
(c) any failure on your part to use and/or operate our system for its intended purpose and/or in accordance with these Terms or any user instructions;
(d) any failure of your computer hardware, other software or loss of database content and will not provide systems or other support relating to other software. Our software is not capable of amending database content;
(e) any system, software, hardware or programme failures which are outside our control;
(f) a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
10.3 We do not exclude or limit in any way our liability to you under UK Consumer Law. Certain legislation including the Consumer Rights Act 2015, and similar consumer protection laws and regulations may confer you with statutory rights, that is, rights, warranties, guarantees and remedies relating to the provision of our products and services which cannot be excluded, restricted or modified. Nothing in these Terms attempts to exclude, restrict or modify such statutory rights as a consumer under the UK Consumer Law. Any and all other warranties or conditions which are not guaranteed by
the UK Consumer Law are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in these Terms.
10.4 To the extent permitted by law, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; or
(g) any indirect or consequential loss.
10.5 Despite anything to the contrary, to the extent permitted by law, our total and aggregate liability to you, whether in contract, tort (including negligence), breach of statutory duty, indemnity, 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 arising under or in connection with these Terms shall be limited to us resupplying the services to you or, in our sole discretion, the greater of (a) the total amount of monies which we owe to you in our capacity as payment agent in the 12 months prior to the action giving rise to the liability, or (b) £500.
10.6 We do not accept any liability for claims arising from any failure on your part to use and/or operate our system for its intended purpose and/or in accordance with these Terms or any user instructions.
10.7 We do not accept any liability for any failure of your computer hardware, other software or loss of database content and will not provide systems or other support relating to other software. Our software is not capable of amending database content.
10.8 We do not accept liability for any system, software, hardware or programme failures which are outside our control.
10.9 This clause 10 shall survive termination of these Terms.
11.1 We both undertake that we shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other, except as permitted by clause 11.2.
11.2 We may disclose the other's confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under these Terms. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other's confidential information complies with this clause; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 Neither of us shall use the other's confidential information for any purpose other than to perform its obligations under these Terms.
11.4 This clause 11 shall survive termination of these Terms.
- Intellectual property rights
12.1 All intellectual property rights in or arising out of or in connection with the services (other than intellectual property rights in any materials provided by you) shall be owned by us.
12.2 We grant you a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use the intellectual property rights for the duration of these Terms for the purpose of providing the services to you. You shall not sub-license, assign or otherwise transfer the rights granted under this clause.
12.3 You grant us a fully paid-up, non-exclusive, royalty-free, worldwide, non-transferable, non-sublicensable licence to copy and modify any materials provided by you to us for the duration of these Terms for the purpose of providing the services to you.
12.4 You must not in any circumstances and at any time use, disclose, copy, divulge, transmit, disassemble, "reverse engineer" or otherwise interfere with any of our intellectual property rights, or any item containing, incorporating or using any of them.
12.5 You shall not in any manner damage or impair any of our intellectual property rights and shall use your best efforts to protect our intellectual property rights from infringement and bring any suspected infringement to our attention as soon as you become aware of it.
12.6 This clause 12 shall survive termination of these Terms.
- Data protection and data processing
13.1 For the purposes of this clause, "Data Protection Laws" means all applicable laws, statutes, bye-laws, regulations, orders, regulatory policies, guidance or industry codes and/or rules of court relating to the processing of personal data and/or privacy (including, but not limited to, (a) the Data Protection Act 2018 (b) the General Data Protection Regulation (EU) 2016/679 (GDPR), (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003, and (d) any data protection and privacy laws enacted in replacement of (a), (b) or (c) and/or as a result of the GDPR ceasing to have direct effect in the UK (in each case as amended, updated or re-enacted from time to time)), and all applicable guidance and codes of practice issued by the Information Commissioner and/or any other relevant regulator from time to time.
13.2 You and Virtual Recall acknowledge that for the purposes of the Data Protection Laws,
(a) that you are the data controller and we are the data processor in respect of any personal data (as defined in the Data Protection Act 2018) (Personal Data) shared by Consumers in relation to the ordering of products through the site;
(b) we are controllers of any Personal Data shared by Consumers in relation to setting up an account on our site.
13.3 Where We act as data processors, we shall process the Personal Data only in accordance with your instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by you.
13.4 Virtual Recall shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.
13.5 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments (including the Data Protection Laws).
13.6 Each Party warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:
(a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
(b) take reasonable steps to ensure compliance with those measures.
13.7 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause.
13.8 You acknowledge that Virtual Recall is reliant on you for direction as to the extent to which Virtual Recall is entitled to use and process the Personal Data. Consequently, Virtual Recall will not be liable for any claim brought by a Data Subject (as defined in the Data Protection Laws) arising from any action or omission by Virtual Recall, to the extent that such action or omission resulted directly from your instructions.
13.9 Virtual Recall may authorise a third party (subcontractor) to process the Personal Data provided that:
(a) there is a contract between Virtual Recall and the subcontractor that is on terms which are substantially the same as those set out in these Terms; and
(b) the subcontractor will cease processing your Personal Data if these Terms are terminated.
Virtual Recall will also pass personal data to other integrated third parties, including but not limited to online appointment booking providers and payment processing providers when under instruction by you to do so.
13.10 Virtual Recall is a data processor and does not pass to third parties (other than as set out in clause 13.9 above) any Personal Data relating to you or your clients. We will store data to enable us to generate the message and provide message log files which we make available for your use through a secure web-based portal and email log files. This may include client surname, phone number, email address and postal address plus the content of the SMS, email or postal item as agreed with you. We will have the right to store and analyse non-personally identifiable data or information, including send volumes, frequencies, bounce rates and device information. You also acknowledge that SMS, email and post are insecure message mediums and therefore security of information sent via these routes cannot be guaranteed. Virtual Recall cannot be held responsible for interruption or interception of these communications.
13.11 You, as the data controller pursuant to clause 12.2(a), above, shall comply with fully with all Data Protection Laws and any additional applicable laws or regulations relating to direct marketing. You shall indemnify us for all costs and losses that we incur as a direct or indirect consequence of your breach of any applicable data protection, direct marketing or other legislation in connection with your use of Virtual Recall services.
13.12 Virtual Recall shall act lawfully, fairly and transparently in our use of Personal Data and how we deal with the people to whom the data relates.
14.1 Without affecting any other right or remedy available to it, after the Initial Term (as defined in clause 7.1) either party may terminate these Terms by giving the other party thirty (30) days' prior written notice. If you wish to terminate these Terms within the Initial Term, then you will need to give us 30 days' prior written notice and shall liable for any remaining fees due within the Initial Term (i.e. up to a maximum of twelve (12) months fees).
14.2 Without affecting any other right or remedy available to it, to the extent permitted by law, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under these Terms has been placed in jeopardy.
14.3 Without affecting any other right or remedy available to it, we may terminate these Terms with immediate effect by giving written notice to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the services to you;
(c) you do not, within a reasonable time, allow us to deliver the services to you;
(d) you do not, within a reasonable time, allow us access to your premises to supply the services;
(e) you transfer your account to someone else without obtaining our prior written consent as required under these Terms;
(g) you undergo a change of control without giving us prior written notification.
14.4 Without affecting any other right or remedy available to it, we may suspend the supply of services under these Terms or any other contract between you and us if you fail to pay any amount due under these Terms on the due date for payment, if you become subject to any of the events listed in clause 14.2(b) to clause 14.2(d), or we reasonably believe that you are about to become subject to any of them.
14.5 To end these Terms, please let us know by doing one of the following:
(a) By email. Email customer services us at firstname.lastname@example.org. Please provide your name, your practice name and address, details of the services you wish to terminate and, where available, your phone number and email address.
(b) By post. Write to us at Virtual Recall, 7 Huxley Road, Guildford, GU2 7RE including details of what services you bought, when you ordered or received them and your name and address.
- Consequences of termination
15.1 On termination of these Terms:
(a) you shall immediately pay to us all outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
(b) you shall return all of our materials and any deliverables which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with these Terms;
(c) you shall stop using Our Sites immediately;
(d) neither you or we shall make any further use of any programme, software, equipment, property, materials and other items belonging to or supplied by the other.
15.2 Termination or expiry of these Terms 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 these Terms which existed at or before the date of termination or expiry.
15.3 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect.
- Dispute resolution procedure
If a dispute arises out of or in connection with these Terms or the performance, validity or enforceability of it (Dispute), then, except as expressly provided in these Terms the parties shall follow the procedure set out in this clause:
(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute;
(b) if the parties are for any reason unable to resolve the Dispute within 21 days of service of the Dispute Notice, the parties agree to enter into mediation in good faith to settle the Dispute. If the parties cannot agree on who the mediator should be, either party may ask the Law Society of New South Wales 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 see to resolve the Dispute. The costs of the mediation will be shared equally between the parties. Nothing in this clause will be operated to prevent a party from seeking urgent injunctive relief or equitable relief from a court of appropriate jurisdiction.
- Other important terms
17.1 Client permission. You agree that you will only use the services provided by us to message your clients where you have legal basis to do so.
17.2 Only prescription products. You agree that, when messaging your clients, you will only include within those messages reference to products that your veterinary practice has prescribed/supplied or is prepared to prescribe/supply again to your client.
17.3 Promotional messages. You agree that you will ensure you have received your clients' prior consent prior to us sending any promotional messages to your clients.
17.4 Promotional offers. You agree that we may provide various promotional pricing offers to you at certain times. These are restricted to the individual terms and conditions of the promotion and expiry dates of the individual promotional offer.
17.5 We may transfer these Terms to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.
17.6 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree (at our sole discretion) to this in writing.
17.7 Nobody else has any rights under these Terms. These Terms are the basis of a contract between you and us. No other person shall have any rights to enforce any of these Terms.
17.8 If a court finds part of these Terms illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
17.9 Even if we delay in enforcing these Terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the services, we can still require you to make the payment at a later date.
17.10 These Terms are the only terms applicable. Except for the terms and documents set out in clause 1, these Terms shall apply to the contract between us to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
17.11 Force Majeure. We accept no liability for any delays or failures which are caused by events or things which we cannot control, such as Acts of God, war, terrorism, strikes, lockouts, the suspension or termination of any communication or delivery system or any other event or occurrence which would generally be understood to be an event of 'force majeure'.
17.12 If there is a problem with the services. If you have any questions or complaints about the services, please contact us. You can telephone our customer service team at 0208 1233965 or write to us at email@example.com or Virtual Recall, 7 Huxley Road, Guildford, GU2 7RE
17.13 Which laws apply to these Terms and where legal proceedings can be commenced. These Terms are governed by the laws of England and Wales and you irrevocably and unconditionally submit to the exclusive jurisdiction of the English courts