The Vet whose details accompany this online application form ("The Vet")
2. Introduction
2.1
VetClick (UK) Limited is an internet company in the business of providing internet services to veterinarians and their customers.
2.2
The Vet is a Member of the Royal College of Veterinary Surgeons and wishes to have an Internet presence.
3. Definitions
3.1
In this Agreement, unless the context otherwise indicates, the following words and expressions shall bear the following assigned meanings:
3.1.1
"Effective Date" means the date specified in the first schedule;
3.1.2
"Intellectual property" all or any of the trade marks, service marks, trade names, patents, copyrights (including in respect of the content, structure and design of the Vet's personalised website) logos and designs and other intellectual property insofar as these have been derived directly from the provision of the Internet Services under this agreement, excluding the domain name;
3.1.3
"Internet Services" the provisions and maintenance by VetClick (UK) Limited of the Vet's Personalised Website, the sale of advertising space thereon and the marketing of the Merchandise by means thereof and shall be deemed to include such additional e-commerce internet services as VetClick (UK) Limited offers to vets in the Territory from time to time;
3.1.4
"Merchandise" means veterinary and pet related products and supplies, including, but not limited to, medication, pet food and educational tools;
3.1.5
"Promotional Material" means poster, leaflets, stickers and other promotional and marketing materials supplied by VetClick (UK) Limited to the Vet from time to time;
3.1.6
"Vets Personalised Website" means the Vet's personalised website to be designed, constructed and hosted by VetClick (UK) Limited. It is specifically recorded that such website shall contain links to VetClick's home page and such other sites as VetClick (UK) Limited may reasonably determine from time to time, including sites of the manufacturers and/or marketers of the Merchandise. The Vet's Personalised Website shall be accessible by means of universal resource locators (URL's) which may contain the Vet's name or trading style and/or any abbreviation thereof;
3.1.7
"Domain Name" means the name that identifies the IP Address of the practice website;
3.1.8
"IP Address" means an identifier for a computer or device on a TCP/IP network. Networks using the TCP/IP protocol route messages based on the IP address of the destination. The format of an IP address is a 32-bit numeric address written as four numbers separated by periods.
3.2
If any provision in a definition in this Agreement is a substantive provision conferring rights or imposing obligations on any parties, notwithstanding that it is only in the definition (interpretation) clause of this Agreement, effect shall be given to it as if it were a substantive provision in the body of the Agreement.
3.3
This Agreement shall be binding on and enforceable by the estates, executors, administrators, trustees, assigns or liquidators of the parties as fully and effectually as if they had signed this Agreement in the first instance and reference to any party shall be deemed to include such party's estate, executors, administrators, trustees, assigns or liquidators, as the case may be.
4. Services and the Vet's Personalised Website
4.1
VetClick (UK) Limited shall host the Vet's Personalised Website during the currency of this Agreement. In hosting the Vet's Personalised Website, VetClick (UK) Limited shall do so to the best of its ability and will work diligently to protect and promote the interests of the Vet. Insofar as may be necessary, the Vet hereby consents to VetClick's right to represent its name and trading styles on the internet during the currency of this Agreement.
4.2
VetClick (UK) Limited shall endeavour to market advertising on the Vet's Personalised Website and shall have the sole and exclusive right to do so. The revenue received by VetClick (UK) Limited for such advertising, after deduction of the direct expenses incurred by VetClick (UK) Limited in relation to obtaining and placing such advertising, shall be divided equally between the Vet and VetClick (UK) Limited.
4.3
Should the Vet wish to modify or change the Vet's Personalised Website in regard to information relating to the Vet or the presentation thereof, VetClick (UK) Limited shall do so within a reasonable time of receipt of written request (provided at all times such changes are not contrary to any regulations or requirements of the Royal College of Veterinary Surgeons). VetClick (UK) Limited will charge for such variations to the Vet's Personalised Website at its current rates applicable from time to time. All changes made by the Vet shall be free.
4.4
VetClick (UK) Limited does not warrant that the Vet's Personalised Website will be continually accessible but VetClick (UK) Limited will use all reasonable commercial endeavours to ensure that any period of time during which the Vet's Personalised Website is not operating is kept to a minimum. In the event that downtime occurs VetClick (UK) Limited will notify the Vet in accordance with its usual practices generally applied of the reason for such unscheduled downtime and, so far as it is able the likely further duration of that downtime but shall not beliable to the Vet in respect of such downtime.
5. Duration of this agreement
This Agreement shall commence on the Effective Date and shall endure for an initial period of 1(one) year ("the Initial Period"). After expiry of the Initial Period, this Agreement shall continue for an indefinite period subject to either party having given to the other 6 (six) month's written notice of termination.
6. The Vet's Obligations
6.1
The Vet agrees to:
6.1.1
Use his best endeavours to introduce and market VetClick (UK) Limited's Internet Services to his clients during the currency of this Agreement;
6.1.2
Promptly inform VetClick (UK) Limited of any facts or opinions coming to his attention which are likely to be relevant in relation to the marketing of the Internet Services and the Vet's Personalised Website and/or to the sale of the Merchandise.
6.2
The Vet hereby appoints VetClick (UK) Limited to be the exclusive supplier to the Vet of the Internet Services for the duration of this Agreement. Accordingly, during the currency of this Agreement and in the Territory, the Vet shall not himself, or by means of the appointment of a third party, offer or promote to his clients (whether directly or indirectly) any internet based services which are the same as, similar to or in competition with VetClick's Internet Services, nor shall he operate or have hosted or participate in any other website in respect of his veterinary clinic or which is associated with or linked to his veterinary clinic.
6.3
The Vet shall use his best endeavours to ensure that the Vet's Personalised Website is operated in compliance with all applicable laws and regulations and in particular that it is not used to transmit or post any material which:
6.3.1
is defamatory, offensive, indecent or of an obscene or menacing nature
6.3.2
may cause annoyance,inconvenience or anxiety to any person or, may breach any copyright, trademark, logo or other intellectual property of any third party
6.3.3
is illegal, fraudulent or connected in any way with the commission or possible commission of a criminal offence
6.3.4
is of a racial or sexually discriminatory nature or is otherwise discriminatory
6.3.5
would constitute 'spam' e mail
6.3.6
contains a mail bomb
6.3.7
contains viruses or worms or other disruptive programmes or devices
6.3.8
is objectionable on ethical or policy grounds
6.3.9
may, in the reasonable opinion of VetClick (UK) Limited adversely affect its brand, image or reputation
6.4
The Vet shall indemnify and keep indemnified Vetclick (UK) Limited fully and effectively from and against all liability, loss, damages, costs and expenses (including legal expenses on a full indemity basis) awarded against or paid by Vetclick (UK) Limited as a result of its connection with breach by the Vet of his obligations under clause 6.4 provided that:
6.4.1
Vetclick (UK) Limited promptly notifies the Vet in writing of any event which may give rise to a claim under such indemnity;
6.4.2
Vetclick (UK) Limited at the Vet's request and expense allows the Vet to conduct any negotiation or litigation and/or settle or attempt to settle or compromise any claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise any negotiation or claim, and
6.4.3
Vetclick (UK) Limited gives the Vet at the expense of the Vet all reasonable assistance as may be requested by the Vet in respect of such negotiation , litigation or claim.
7. The Supply of Merchandise
7.1
VetClick (UK) Limited shall have the sole and exclusive right to market and sell the Merchandise by means of the Vet's Personalised Website and VetClick (UK) Limited's home page.
7.2
The Vet acknowledges and agrees that all Merchandise supplied to him or his customers by VetClick (UK) Limited will be supplied on VetClick (UK) Limited's standard terms and conditions as are applicable from time to time. The said terms and conditions will be available for inspection on the internet prior to any order being placed.
8. Default
8.1
If either party commits a breach of this Agreement and/or fails to comply with any of the provisions hereof ("the Defaulting Party"), then the remaining party ("the Aggrieved Party") shall be entitled to give the Defaulting Party 14 (Fourteen) days notice in writing to remedy such breach and/or failure, and if the Defaulting Party fails to comply with such notice then the Aggrieved Party shall forthwith be entitled, but not obliged, without prejudice to any other rights or remedies which the Aggrieved Party may have in law, including the right to claim damages:
8.1.1
To cancel this agreement; or
8.1.2
To claim immediate performance and/or payment of all the Defaulting Party's obligations in terms hereof.
8.2
Notwithstanding anything to the contrary herein contained and/or implied neither party shall be entitled to cancel this Agreement unless the breach is material, goes to the root of the whole Agreement and the Aggrieved Party cannot be adequately compensated by a monetary award. In addition, the Vet shall not be entitled to cancel this Agreement by reason of any interruption of the Internet Services or the Vet's Personalised Website unless such interruption continues for a period exceeding 14 (fourteen) consecutive days.
9. Force Majeure
Neither party shall be liable to the other for any loss, damage or delay caused by any force majeure which may prevent or delay the defaulting party in performing any obligations under this Agreement; and the time for performance of those obligations shall be extended accordingly. Provided if the force majeure shall last for more than 1 (One) month, the non-defaulting party shall have the right to terminate the Agreement forthwith.
10. Confidentiality and Intellectual Property
10.1
Each party agrees to maintain secret and confidential the other's proprietary information (save insofar as any such information is in the public domain), save as is necessary to give effect to the nature and intent of this Agreement. The obligation of the parties under this clause shall continue in force after termination of this Agreement however so terminated.
10.2
Notwithstanding anything to the contrary herein contained, at all times, all right, title and interest in and to the Intellectual Property (including the goodwill therein and/or any information or material derived from the provision of the Internet Services and the Vet's Personalised Website) shall vest in VetClick (UK) Limited and be its sole and exclusive property.
10.3
Whereas Vetclick undertakes to register a domain name on behalf of the practice, the right to the use of that name and the intellectual property therein shall vest in the practice.
10.4
The Vet agrees that it will not at any time do or cause to be done any act or thing which will in any way impair the rights of VetClick (UK) Limited in and to the Intellectual Property, nor will the Vet put into issue at any time the ownership or validity thereof, or VetClick (UK) Limited's right of use of the Intellectual Property.
11. Good Faith
The parties undertake in the implementation of this Agreement to observe the utmost good faith and they warrant in their dealings with each other that they shall neither do anything nor refrain from doing anything which might prejudice or detract from the rights, assets or interests of the other.
12. Notices
12.1
All notices under this Agreement shall be addressed to VetClick (UK) Limited at its address above and to the Vet at its address specified in the first schedule. The parties may change such addresses to another address in the Territory after having given to the other party 14 (fourteen) days notice.
12.2
A notice sent by prepaid registered post, shall be deemed to have been received, unless the contrary is proved, on the 7th (seventh) day after posting, while a notice by facsimile or electronic mail shall be deemed to have been received, unless the contrary is proved, 2 (Two) hours after the time of transmission, providing the day of transmission is a business day or otherwise on the next following business day.
General
13.1
This document contains the entire Agreement between the parties relating to these presents and no party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein. No alteration, cancellation, variation of, or addition hereto shall be of any force or effect unless reduced to writing and signed by all the parties to this Agreement or their duly authorised representatives. No indulgence, leniency or extension of time which any party may grant or show to any other party, shall in any way prejudice such party or preclude such party from exercising any of its rights in the future.
13.2
This Agreement shall be governed and construed according to the laws of England.
13.3
The relationship between the parties is that of independent contractors and shall not be deemed to be that of company/agent, joint venturers, partners or otherwise. Neither party is authorised to act on behalf of the other or purport to bind the other, but both shall act as independent contractors contracting for themselves in their own name and at their own risk. The rights and obligations of VetClick (UK) Limited under this Agreement shall be freely transferable by it.
13.4
All rates and payments contemplated in this Agreement are exclusive of VAT and/or any other similar applicable taxes. Similarly, where reference is made to revenue to be received by VetClick (UK) Limited, the same shall be such revenue actually received, less any applicable VAT and/or similar taxes as may be applicable from time to time, and/or any returns in respect of Merchandise sold.
Updated 4th May 2005