OurVet.Shop Veterinary Practice Contract for UK and Ireland

1. 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 our sites (www.OurVet.shop and hub.virtualrecall.com) or use any services we provide, you warrant and represent that you will also comply with:

  • Our website terms of use;
  • Our privacy policy;
  • Our cookies policy.

1.2 Why you should read them. Please read these Terms carefully before you use our site (www.OurVet.shop) or use any services we provide. 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 OurVet.Shop, 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.

2. Information about us and how to contact us

2.1 Who we are and contact information

https://www.OurVet.shop is a site operated by OurVet.Shop Limited trading as OurVet.Shop ("we", "us" or "our"). We are registered in England and Wales under company number 12550553 and have our registered office at 7 Huxley Road, Guildford. GU2 7RE. Our VAT number is 125220559

Questions, comments and requests regarding these Terms should be addressed to OurVet.Shop, 7 Huxley Road, Guildford GU2 7RE, UK or sent by email to hello@virtualrecall.com.

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.

OurVet.Shop 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").

3. 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 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.

4. 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.

4.3 Appointment of payment agent. You appoint us as your agent for the purpose of receiving, holding and settling payments to you in connection with Orders placed by Consumers through the site, in accordance with the process set out in the website terms of use. We will settle all payments received by us from Consumers to you, minus any Fees or other amounts or charges owed by you to us in accordance with these Terms.

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.

5. Our rights to make changes

5.1 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.

5.2 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. Providing the services

6.1 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.

6.2 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.

6.3 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.

6.4 If you do not allow us access to provide services. If you do not allow us access to your 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' database, we may end these Terms.

6.5 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 13 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.

6.6 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:

(a) to deal with technical problems or make minor technical changes;
(b) to update the services to reflect changes in relevant laws and regulatory requirements;
(c) to make changes to the services as requested by you or notified by us to you (see clause 5); and
(d) or otherwise in accordance with the website terms of use.

6.7 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 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.

6.8 Your rights if we suspend the supply of services. We will use our commercially reasonable 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 13 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).

6.9 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 8.2) 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 8.8). 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 8.5).

7. Your responsibilities and obligations

7.1 You are solely responsible for concluding Orders with Consumers. You acknowledge and accept that you are solely responsible for reviewing and responding to Order Requests made by Consumers through the site, in accordance with the website terms of use. We are not responsible for reviewing or approving any such Order Requests and these are approved and accepted/rejected by each Practice in its absolute discretion, in accordance with its legal and regulatory duties.

7.2 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.

7.3 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.

7.4 You alone are responsible for paying your fulfilment partner. The Fulfilment Partner will invoice you directly for cost of the goods and the delivery costs relating to the supply of goods and the fulfilment of Orders agreed through this site. We have no responsibility or liability for any such payments.

7.5 General obligations. 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;
(d) you will co-operate with us in all matters relating to the services, including (without limitation) following the Ordering Process set out in the website terms of use;
(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.

8. Price and payment

8.1 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: 3.85% 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, pack 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.

In addition, you are required to pay the delivery fees associated with each Order directly to the Fulfilment Agent, in accordance with the terms of its contract with the Fulfilment Agent.

8.2 You are responsible for paying our invoices within 28 (twenty-eight) days of receiving an invoice from us requesting payment.

8.3 We may deduct any Fees and any other amounts or charges which you owe us from any and all monies which we have collected from Consumers on your behalf.

8.4 If we make refunds to Consumers on your behalf after we have paid over to you the balance of monies paid to us by the Consumer in respect of the sale of the refunded goods, we may invoice you for the balance owed by you to us and/or offset this amount against any future payments which we owe to you, in our discretion.

8.5 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%.

8.6 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.

8.7 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.

8.8 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.

8.9 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.

9. Limitation of liability:

9.1 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.

9.2 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.

9.3 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.

9.4 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 or business interruption;
(c) loss of agreements or contracts;
(d) loss of anticipated savings or opportunity;
(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.

9.5 Subject to the clauses 9.1 -" 9.4 inclusive, our total and aggregate liability to you, in relation to any claims arising out of or in relation to these Terms shall be limited to 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) £100.

9.6 This clause 9 shall survive termination of these Terms.

10. Confidentiality

10.1 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 10.2.

10.2 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.

10.3 Neither of us shall use the other's confidential information for any purpose other than to perform its obligations under these Terms.

10.4 This clause 10 shall survive termination of these Terms.

11. Intellectual property rights

11.1 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.

11.2 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.

11.3 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.

11.4 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.

11.5 You shall not in any manner damage or impair any of our intellectual property rights and shall use your best endeavours to protect our intellectual property rights from infringement and bring any suspected infringement to our attention as soon as you become aware of it.

11.6 This clause 11 shall survive termination of these Terms.

12. Data protection and data processing

12.1 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.

12.2 You and we acknowledge that for the purposes of the Data Protection Laws,

(a)that the 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.

12.3 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.

12.4 We shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

12.5 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).

12.6 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.

12.7 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.

12.8 You acknowledges that we are reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data. Consequently, we 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 OurVet.Shop, to the extent that such action or omission resulted directly from your instructions.

12.9 We may authorise a third party (subcontractor) to process the Personal Data provided that:

(a) there is a contract between OurVet.Shop 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.

We 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.

12.10 When we act as a data processor it does not pass to third parties (other than as set out in clause 12.9 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. We cannot be held responsible for interruption or interception of these communications.

12.11 You, as the data controller pursuant to clause 12.2(a), above, shall comply 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 OurVet.Shop services.

12.12 We shall act lawfully, fairly and transparently in our use of Personal Data and how we deal with the people to whom the data relates.

12.13 We may share certain information relating to clinical history and transactions with third parties. This could be for a number of reasons, for example, to understand and improve clinical outcomes. This will not include any Personal Data. For further details on this and how we may use any data you share with us please see our Privacy Policy.

13. Termination

13.1 Without affecting any other right or remedy available to it, after the Initial Term (as defined in clause 6.1) 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).

13.2 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.

13.4 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 (either physically or remotely) to supply the services, when requried;
(e) you transfer your account to someone else without obtaining our prior written consent as required under these Terms; or
(f) you are in material and/or repeated breach of the website terms of use;
(g) you undergo a change of control without giving us prior written notification.

13.5 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 13.2(b) to clause 13.2(d), or we reasonably believe that you are about to become subject to any of them.

13.6 To end these Terms, please let us know by doing one of the following:

(a) By email. Email customer services us at [support@virtualrecall.com] 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 OurVet.Shop, 7 Huxley Road, Guildford, GU2 7RE including details of what services you bought, when you ordered or received them and your name and address.

14. Consequences of termination

14.1 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 the site 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.

14.2 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.

14.3 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.

15. Dispute resolution procedure

15.1 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 and will do so in accordance with [the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 working days of notice of the dispute, the mediator will be nominated by CEDR. 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.

16. Other important terms

16.1 Promotional messages. You agree that you will ensure you have received the consumer's prior consent prior to us sending any promotional messages to the consumer.

16.2 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.

16.3 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.

16.4 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.

16.5 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.

16.6 If a court finds part of these Terms illegal, the rest will continue in force. Each provision 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.

16.7 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.

16.8 Except as expressly set out in these Terms, 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.

16.9 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'.

16.10 If there is a problem with the services. If you have any questions or complaints about the services, please contact us using the details set out at the top of these Terms.

16.11 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.