Website Subscription Terms and Conditions

Version Date: [06/07/15] July 2015

This page tells you information about us and the legal terms and conditions (Terms) on which we advertise your services and sell vouchers listed on our website to members of the public on your behalf.

  1. General Information
    1. We operate the website www.vetvouchers.co.uk. We are Vet Vouchers Limited, a company registered in England and Wales under company number 09279460 and with our registered office Eldo House, Kempson Way, Bury St Edmunds, Suffolk, IP32 7AR. Our main trading address is Betley Orchard, 111 Lyth Hill Road, Bayston Hill, Shrewsbury, SY3 0AT. Our VAT number is [209261522].
    2. To contact us, please see our Contact Us page.
    3. Our website advertises for sale the products and services provided by you and other individual veterinary practices (Practice) and members of the public are able to purchase vouchers for use in participating practices.
    4. These Terms will apply to any contract between us in connection with your subscription to our website (Contract). You should print a copy of these Terms or save them to your computer for future reference.
  2. Interpretation
    1. The definitions and rules of interpretation in this clause apply in this agreement;
      Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      Client: means a holder of a Voucher.
      Confidential Information: any confidential information concerning the terms of this agreement, the business or affairs of the parties.
      Practice Data: the data provided by the Practice to Vet Vouchers for the purpose of facilitating Vet Vouchers’ provision of the Services.
      Effective Date: the date of this agreement.
      Initial Subscription Term: the initial term of 12 months from the date of this agreement.
      Renewal Period: the period described in clause 12.1.
      Services: the subscription services and associated services provided by Vet Vouchers to the Practice under this agreement via the Website or any other website notified to the Practice by Vet Vouchers from time to time, as more particularly described in Schedule 2.
      Subscription: the subscription purchased by the Practice pursuant to clause 7.1 entitling Vet Vouchers to sell Vouchers in respect of the Practice on the Website.
      Subscription Fees: the subscription fees payable by the Practice to Vet Vouchers for the Subscription, as set out in Schedule 1.
      Subscription Term: has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
      Supporting Information: means details of the date of redemption, the value of the goods or services supplied by the Practice, together with the voucher code(s).
      Voucher(s): means the vouchers sold by Vet Vouchers which entitle the Client to redeem the vouchers for products and services of a corresponding value provided by the Practice.
      Website: means the Vet Vouchers website hosted at www.vetvouchers.co.uk or such other domain name as chosen by Vet Vouchers.
    2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
    3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
    4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
    6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
    8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
    9. A reference to writing or written includes faxes but not e-mail.
    10. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
  3. Subscription Services
    1. Subject to the Practice paying the Subscription Fees and the other terms and conditions of this agreement, Vet Vouchers shall provide the Services to the Practice during the Subscription Term.
    2. Vet Vouchers shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for maintenance as may be required from time to time.
  4. Practice data and Client data
    1. The Practice shall own all right, title and interest in and to all of the Practice Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Practice Data.
    2. Vet Vouchers shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Practice Data available at the Website or such other website address as may be notified to the Practice from time to time.
    3. As regards the data provided to the Practice regarding the Client (Client Data),the Practice warrants and undertakes to comply in all material respects with its obligations pursuant to the Data Protection Act 1998.
  5. Vet Vouchers' obligations
    1. Subject to clause 5.3, Vet Vouchers undertakes that the Services will be performed with reasonable skill and care.
    2. Vet Vouchers:
      1. does not warrant that access to the Website by the Practice or Clients will be uninterrupted or error-free; or that the Services will meet the Practice's requirements; and
      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Practice acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
      3. shall have no responsibility for the actions or omissions of any Client, who shall remain a direct client of the Practice as regards the services provided by the Practice to the Client;
      4. shall not be responsible for the payment any fees incurred by the Client to the Practice over and above the value of the valid Voucher(s) held by that Client, and the Client shall remain responsible for the payment of such fees.
    3. This agreement shall not prevent Vet Vouchers from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
    4. Vet Vouchers shall pay to the Practice by electronic funds transfer (to such account of the Practice as is notified to Vet Vouchers by the Practice on its invoice) the full amount of the Voucher within 30 days of receipt of the Practice’s invoice and the Supporting Information.
  6. Practice's obligationsThe Practice shall:
    1. provide Vet Vouchers with:
      1. all necessary co-operation in relation to this agreement; and
      2. all necessary access to such information as may be required by Vet Vouchers in order to provide the Services, including but not limited to Practice Data;
    2. provide its veterinary products and services to Clients for up to the value of the Voucher. In the event that the products and services to be provided by the Practice are in excess of the value of the Voucher, the Practice will agree the additional fees directly with the Client;
    3. treat all Clients in a professional and courteous manner;
    4. provide its services to Clients with reasonable skill and care;
    5. honour all valid Vouchers presented to it by Clients, and shall not refuse or decline to provide its products and services to any Client holding a valid Voucher without the prior consent of Vet Vouchers;
    6. charge Clients for goods or services provided under a Voucher on the same basis (including, but not limited to, charging at the same hourly rate) as the Practice’s other clients;
    7. deal fully and properly with all complaints and concerns raised by any Client relating to the Practice and/or the goods or services provided by it in an efficient and timely manner. Where appropriate, the Practice shall refund a Client some or all of the value of Voucher, without further payment from Vet Vouchers;
    8. comply with all applicable laws and regulations with respect to its activities under this agreement.
  7. Charges and payment
    1. The Practice shall pay the Subscription Fees to Vet Vouchers for the Subscription in accordance with this clause 7 and Schedule 1.
    2. You can pay for Vouchers using any one of the methods listed on our site, which may vary from time-to-time.
    3. Payment of the Subscription Fees for the Initial Subscription Term is due on the Effective Date and then on each anniversary of the Effective Date for the next Renewal Period.
    4. If Vet Vouchers has not received payment in accordance with clause 7.3, and without prejudice to any other rights and remedies of Vet Vouchers:
    5. Vet Vouchers may, without liability to the Practice, remove the Practice from the Website and shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid (although the Practice shall continue to comply with its obligations under this agreement); and
    6. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of Vet Vouchers' bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    7. Vet Vouchers shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 90 days' prior notice to the Practice and Schedule 1 shall be deemed to have been amended accordingly.
  8. Proprietary rights
    1. The Practice acknowledges and agrees that Vet Vouchers owns all intellectual property rights in the Website and the Services. Except as expressly stated herein, this agreement does not grant the Practice any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Website or Services.
  9. Confidentiality
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
    2. is or becomes publicly known other than through any act or omission of the receiving party;
    3. was in the other party's lawful possession before the disclosure;
    4. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
    5. is independently developed by the receiving party, which independent development can be shown by written evidence; or
    6. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    7. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
    8. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
    9. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    10. Vet Vouchers acknowledges that the Practice Data is the Confidential Information of the Practice.
    11. This clause 9 shall survive termination of this agreement, however arising.
  10. Indemnity
    1. The Practice shall indemnify and hold harmless Vet Vouchers against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Practice's provision of products or services to Clients.
  11. Limitation of liability
    1. This clause sets out the entire financial liability of Vet Vouchers (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Practice:
      1. arising under or in connection with this agreement;
      2. in respect of any use made by the Practice of the Website or the Services or any part of them; and
      3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
    2. Except as expressly and specifically provided in this agreement:
      1. the Practice assumes full and sole responsibility for any and all liability in connection with its provision of products and services to Clients; and
      2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
    3. Nothing in this agreement excludes the liability of Vet Vouchers:
      1. for death or personal injury caused by the Vet Vouchers' negligence; or
      2. for fraud or fraudulent misrepresentation.
    4. Subject to clause 11.2 and clause 11.3:
      1. Vet Vouchers shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
      2. Vet Vouchers' total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the Subscription during the 12 months immediately preceding the date on which the claim arose.
  12. Term and termination
    1. This agreement shall, unless otherwise terminated as provided in this clause, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
      1. either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
      2. otherwise terminated in accordance with the provisions of this agreement;
      3. and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
    2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
      1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 20 days after being notified in writing to make such payment;
      2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 20 days after being notified in writing to do so. The parties agree that any breach by the Practice of its obligations under clause 5 of this agreement shall constitute a material breach;
      3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
      4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
      8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
      9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
      11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(d) to clause 11.2(j) (inclusive); or
      12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    3. Vet Vouchers may terminate this agreement upon giving written notice to the Practice if:
      1. the Practice is subject to a change of control, and “control” shall have the meaning given to is in s1124 Corporation Tax Act 2010;
      2. the Practice does or omits to do anything which Vet Vouchers considers will, or is likely to, bring Vet Vouchers into disrepute.
    4. On termination of this agreement for any reason:
      1. Vet Vouchers shall remove details of the Practice from the Website, and shall cease to issue Vouchers in respect of the Practice;
      2. the Practice shall provide its goods and services in relation to any Vouchers in issue to Clients as at the date of Termination;
      3. Vet Vouchers may destroy or otherwise dispose of any of the Practice Data in its possession; and
      4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
    5. Events outside our control
      1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 12.2.
      2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
    6. If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Vouchers to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
  13. Communications between us
    1. When we refer, in these Terms, to "in writing", this will include e-mail.
    2. You can contact us by one of the methods listed on our ‘Contact Us’ page or by post at Betley Orchard, 111 Lyth Hill Road, Bayston Hill, Shrewsbury, SY3 0AT.
    3. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
    4. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  14. Other important terms
    1. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
    2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
    3. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
    4. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    6. These Terms are governed by English law. This means any dispute or claim arising out of or in connection with your subscription to our Website will be governed by English law. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction.

Schedules

Schedule 1 - Subscription Fees

The Subscription fees shall be as follows:

Registration set up and 1 year Vet Voucher membership – Introduction offer prices from launch date until 1st October 2015 (25% discount)
  Excluding VAT Including VAT
Single site £225 £270
2–3 sites £202 £242.40 per practice
4–5 sites £191 £229.20 per practice
6–7 sites £180 £216 per practice
8+ sites £168 £201.60 per practice
Equine only £225 £270

 

Registration set up and 1 year Vet Voucher membership – Standard prices from 1st October 2015
  Excluding VAT Including VAT
Single site £300 £360
2–3 sites £270 £324 per practice
4–5 sites £255 £306 per practice
6–7 sites £240 £288 per practice
8+ sites £225 £270 per practice
Equine only £300 £360

 

Vet Voucher renewal price list – after the 1st 12 months membership have elapsed.
  Excluding VAT Including VAT
Single site £150 £180
2–3 sites £135 £162 per practice
4–5 sites £128 £153.60 per practice
6–7 sites £120 £144 per practice
8+ sites £113 £135.60 per practice
Equine only £150 £180

Schedule 2 - Services

Vet Vouchers shall provide the following Services:

  1. Advertise the participating Practices on the Website, including but not limited to, advertising Practice profiles, contact details and links to Practice websites
  2. Increase exposure and promote Vet Vouchers and the participating Practices on a national basis
  3. Email the Practice full details of any Vouchers relating to the Practice sold within 48 hours of sale, together with details of:
    1. the identity of the Client;
    2. the value of the Voucher;
    3. the date of issue of the Voucher.
  4. Pay to the Practice the amount of the Voucher in accordance with the terms of this agreement.