These Terms and Conditions (the "Agreement") govern the use and delivery of the Services (as defined below) made available by Veterinarium Corporation to you (“Client”) pursuant to any Veterinarium order or subscription (an “Order”) or as part of any free trial, each of which incorporates these Terms and Conditions by reference. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.1 Veterinarium will provide to Client access to the services listed in the Order (the “Services”) in accordance with the terms and conditions of these Terms and the Order. Subject to Client’s compliance with the Terms and the Order, Veterinarium grants Client during the Services Period a non-exclusive, limited right for the Users to use the Services solely for Client’s internal business operations. Client will be responsible for the Users’ compliance with these Terms and the Order. “Services Period” means the service period defined in the Order unless the Order is terminated earlier in accordance with these Terms and the Order. “Users” means those employees, consultants, agents or contractors of Clients that are authorized by Client to use the Services, as further defined in the Order, and have received proper training and supervision from the Client in using the Services.
1.2 Veterinarium will provide service through a registered account(s)/subscription(s). The service is limited to one account per facility. A facility is defined as an entity that functions primarily separate from others even if part of a centralized business. Separate physical locations are considered separate facilities. If Client has multiple locations, it will require additional registered accounts for each facility. If Client operates multiple facilities at the same physical location but they function separately, (i.e. check-in, patient management, most staffing, record-keeping, financials, etc., are handled independently) then it is required to have separate accounts/subscriptions for each facility.
1.3 The Order will describe the specifications for the Services. Veterinarium will have the right, at its sole discretion, to make changes to these specifications during the Services Period provided that any such changes do not materially reduce the level of performance, functionality or availability of the Services during the applicable Services Period. Client will be responsible for ensuring that Client meets the hardware and software specifications required for the use of the Services which will be set out in the Order.
1.4 Veterinarium will provide Client with various resources to setup and prepare to “Go Live” and begin using the Services in their facility(s). This service is called “Onboarding”. Veterinarium will assist Client and their employees to understand and complete this Onboarding process and all the required tasks. Client is responsible to complete these tasks in the agreed upon time frame. Onboarding is comprised of remote meetings between Veterinarium staff and Client’s staff as well as online training, email notifications and other means. Veterinarium may also offer “Onsite Implementation” in which Veterinarium staff visit Client’s facility to assist with the final Onboarding processes. Client understands that these processes require compliance on its part. These required expectations include:
1.5 Client will not, and will ensure that the Users will not: (a) reverse engineer, modify, disassemble, decompile, reproduce, publish, adapt, or make derivative works of, the Services or any part thereof, (b) license, rent, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, or commercially exploit the Services; (c) make available the Services to any third party except as permitted by these Terms and the Order; (d) use the Services other than in compliance with applicable laws; (e) violate applicable laws; (f) use the Services to cause damages or injury to anyone (including patients) or any property, or harass anyone; (g) publish any material that is harassing, defamatory, obscene, unlawful or that violates the rights of any third party (including privacy rights and intellectual property rights); (h) use the Services to send unsolicited commercial communications (including bulk emails); (i) introduce in the Services or any Veterinarium system used in connection with the Services any virus, Trojan horse, malware, worm or any other harmful programming routine or code; (j) engage in any vulnerability scanning, penetration test of the Services or password cracking; and (k) access or use the Services to build or support products or services directly or indirectly competitive to Veterinarium. Client will only have the right to access the Services in accordance with Section 1.1. Client acknowledges and agrees that the performance of the Services and Veterinarium’s obligations under this Agreement are subject to certain hardware minimums specified by Veterinarium from time to time.
1.6 General information relating to various medical conditions and their treatment may be included in portions of the Services. Such information is provided for informational purposes and for your general interest only. It is not intended to be a substitute for advice provided by a qualified professional. You should not use the information contained herein for diagnosing or treating a health problem or disease. Nothing included in the Services should be construed as the giving of advice or the making of a recommendation and the Services should not be relied on, in any manner whatsoever, as the basis for any decision or action.
2.1 Risk in all Products supplied under the Order shall pass to Client when delivered to the carrier and thereafter, except as otherwise specifically provided herein, all risk of loss and/or damage to any Products ordered hereunder shall be borne by Client and shall not relieve Client from any obligation hereunder. Title of any Products ordered shall not pass to Client until Veterinarium has received in full all sums due to it in respect of the Products and all other sums which are or which become due to Veterinarium from Client on any account. Until title on the goods has passed to Client, Client shall maintain the goods in satisfactory condition and keep them insured on Veterinarium’s behalf for their full price against all risks. Veterinarium expressly reserves the right to effect delivery of Products ordered in any number of separate shipments. Subject to Client‘s instructions as to carrier, delivery shall be effected using such modes of transport and such carriers as Veterinarium shall deem appropriate.
2.2 Products may not be returned to Veterinarium without its prior written authorization, in its sole discretion, and Products may be returned only on the terms or conditions specified in such authorization. Returned Products must be of current manufacture, unused, in resalable condition, and securely packed to reach Veterinarium without damage.
3.1 Client will pay Veterinarium: (a) the fees set out in the Order; and (b) any sales, value-added or other similar taxes imposed by applicable laws that Veterinarium must pay in connection with the Services except for taxes based on Veterinarium’s income
3.2 Client will pay the sums referred to in Section 3.1 within 30 days from the invoice date. Any amounts due and not paid by Client within such period will be subject to interest as of the due date until such amounts are paid in full at a rate of 1.5% annually.
4.1 As between the parties, Client retains all ownership and intellectual property rights in and to Client’s Content. Client hereby grants Veterinarium the right to (a) host, use, process, display and transmit Client’s Content to provide the Services pursuant to and in accordance with these Terms and the Order; (b) to use, extract, anonymize and/or analyze the Client Content on an Aggregate Basis (collectively, “Aggregate Data”) and (c) for such other purposes as the Client may consent to in writing from time to time. Client will have sole responsibility for the reliability, accuracy, integrity, legality, quality, and appropriateness of Client’s Content, and for obtaining all rights and consents from any third party related to Client’s Content required by Veterinarium to perform the Services.
“Aggregate Basis” means that Veterinarium combines Client Content and/or parts of information collected or processed from Client, Users and other Veterinarium Clients in a manner that does not contain or disclose any personal or identifiable information. For greater certainty, Aggregate Data shall not contain, disclose or otherwise identify the name of Client, any User(s) or any person who uploads, generates or transmits Client Content.
“Client Content” means any data, text, audio, video, photograph, tool and any other content whatsoever, in any format, provided by Client or any User that is run on or through the Services, or stored in or using the Services.
4.2 Subject to the limited access rights granted in these Terms to Client, Veterinarium and its licensors own and will continue to own all right, title and interest, including all intellectual property rights, in and to the Services, and any modification, enhancement or improvements thereof, and anything made available, developed or delivered by or on behalf of Veterinarium.
4.3 Veterinarium shall own exclusive rights, including all intellectual property rights, in and to all Aggregate Data and shall be entitled to the unrestricted use and dissemination of all Aggregate Data for any purpose, commercial or otherwise, without acknowledgment or compensation to the Client.
4.4 If Client is provided access to or use of any third-party software, content, works or materials (the “Third Party Materials”) through the use of the Services or in connection with the Services, all ownership and intellectual property rights in and to such third-party Materials will remain with the applicable third party. The use of such third-Party Materials will be subject to the terms and conditions of such third party applicable to Client and Veterinarium is not responsible for and will have no liability whatsoever in respect of such third-party Materials.
5.1 In connection with this Agreement and the Services, each party may disclose to the other information that is confidential (“Confidential Information”). Confidential Information will be limited to the terms of this Agreement (including the pricing), information relating to the Services (including the means of delivery), Client’s Content and any other information that is identified as confidential at the time of disclosure. Notwithstanding the foregoing, Confidential Information will not include information that: (a) is or becomes publicly available through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the receiving party by a third party without restriction on the disclosure; or (d) is independently developed by the receiving party.
5.2 Each party will not disclose the other party’s Confidential Information to any third party other than: (a) as expressly permitted under this Agreement or otherwise permitted by the disclosing party; and (b) as required by law or a court order provided that the disclosing party has been promptly notified of such disclosure and has been provided an opportunity to limit or prevent such disclosure. Each party may disclose Confidential Information only to those employees, agents or subcontractors who need to know such information for the purposes of providing the Services or receiving the Services and who are required to protect it against unauthorized disclosure in a manner no less protective than required under these Terms. The obligations set out in this Section shall survive the end of the termination of the relationship amongst the parties for a period of 2 years.
5.3 Notwithstanding any other provision of this Agreement, Veterinarium will have the right to compile statistical data and other information related to the performance, operation and use of the Services, and use any data from the Services in aggregated form for operations management, security, or research or development purposes or to perform statistical analysis (collectively the “Services Data”). Veterinarium will have the right to make such Services Data publicly available provided that it does not incorporate any Client’s Content. Veterinarium will own all right, title and interest, including all intellectual property rights in such Services Data.
5.4 Client will be responsible for: (a) the security of all passwords associated with its accounts; and (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Client’s Content, (including any viruses, Trojan horses, malware, worms or other harmful programming routines or codes contained in Client’s Content), or from Client’s use of the Services.
6.1 VETERINARIUM DOES NOT ACCEPT ANY LIABILITY FOR YOUR USE OF THE PRODUCTS OR SERVICES. YOUR USE OF THE PRODUCTS OR SERVICES IS AT YOUR OWN RISK. THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, DURABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS, ALL OF WHICH ARE HEREBY DISCLAIMED BY VETERINARIUM TO THE FULLEST EXTENT PERMITTED BY LAW. VETERINARIUM WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE PRODUCTS OR SERVICES BY YOU OR ANY OTHER PERSON.
6.2 VETERINARIUM DOES NOT REPRESENT OR WARRANT, NOR PROVIDES ANY CONDITIONS, THAT: (A) THE PRODUCTS OR SERVICES WILL PERFORM ERROR-FREE OR UNINTERRUPTED; (B) VETERINARIUM WILL CORRECT ALL SERVICES ERRORS OR DEFICIENCIES; OR (C) THE PRODUCTS OR SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS.
6.3 Veterinarium hereby transfers and assigns to Client for and during the term of this lease all of its right title and interest in, under and to any manufacturers’ warranty in respect to the Products and agrees, at the cost of Client (including all shipping costs) to do such further acts as are commercially reasonable and necessary to enable Client to obtain warranty service furnished for the Product by the manufacturer, if available.
7.1 VETERINARIUM’S ENTIRE AGGREGATE LIABILITY UNDER ALL ORDERS SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO VETERINARIUM UNDER THE ORDER IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7.2 IN NO EVENT SHALL VETERINARIUM BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, GOODWILL OR REPUTATION.
7.3 THIS SECTION WILL APPLY REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. NOTWITHSTANDING THIS SECTION , IN NO EVENT WILL VETERINARIUM BE LIABLE FOR ANY ISSUES THAT ARISE DIRECTLY OR INDIRECTLY FROM CLIENT’S CONTENT OR THIRD PARTY MATERIALS OR SERVICES PROVIDED BY THIRD PARTIES.
8.1 Governing Law. The Order will be governed by the laws of the province of Ontario and the laws of Canada applicable therein. The parties agree to submit to the exclusive jurisdiction of the courts of Ontario in respect of any matter relating to or arising out of the Order.
8.2 Entire Agreement. The Order and these Terms constitutes the entire agreement between the parties pertaining to the subject matter of the Order and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties regarding such subject matter, and there are no representations, warranties or other agreements between the Parties in connection with the subject matter of the Order except as specifically set out in the Order.
8.3 Conflict. In the event of any conflict or inconsistency between the Terms and any Order, the wording of the Terms will prevail. These Terms shall not apply in the event that Veterinarium and Client have entered into a written Order on separate terms and conditions.
8.4 Amendment. No amendment of the Order will be binding unless it is in writing and executed by the authorized representative of each party.
8.5 Enurement. The Order will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
8.6 Assignment. Client may not assign the Order or the rights granted to Client under the Order without the prior written consent of Veterinarium.
8.7 Waiver. No waiver of the Order or any Section of the Order is binding unless it is in writing and executed by the Party to be bound. No waiver of, failure to exercise, or delay in exercising, any Section of the Order constitutes a waiver of any other Section (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.
8.8 Severability. Each Section of the Order is distinct and severable. If any Section of the Order, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that Section, in whole or in part, will not affect the legality, validity or enforceability of the remaining Sections of the Order, in whole or in part; or the legality, validity or enforceability of that Section, in whole or in part, in any other jurisdiction.
8.9 Client List. Client hereby grants Veterinarium the right to name Client (and display its logo) in its clients list, on its website and in its marketing presentations and materials (including a link to Client’s website and address).
8.10 Force Majeure. Veterinarium will not be responsible for failure or delay of performance of its obligations under the Order outside of its reasonable control including act of God, war, internet outage, telecommunication outage, electrical outage, strike, fire and natural disasters. Veterinarium will use reasonable efforts to mitigate the effect of such events
9.1 The Services will be effective as of the Effective Date until the expiry of the Services Period.
9.2 Each party will have the right to terminate the Services upon notice to the other party, in the event of: (a) material breach of Section 5 by the other party; (b) a breach of any payment obligations by the other party; or (c) a material breach of any other term of the Order by the other party which has not been cured within 15 days of notice thereof to such other party.
9.3 Veterinarium will have the right to terminate the Order upon notice to Client in the event of a breach of Section 1.5 by Client.
Why are we writing this right now?
From 25 May 2018 on the protection of personal data will be regulated in a different way it used to across and even outside Europe. 25 May 2018 is the effective date for the EU General Data Protection Regulation (GDPR). As the most significant data privacy change in decades, the GDPR will strengthen the rights of the data subjects, regardless of where one’s data are processed.
In contrast to thousands of EU statutes and other documents, the GDPR is the only one that most organizations outside the EU knows. We are not an exception. Therefore, we want to ensure you that Veterinarium Inc., its agents and contractors are committed to GDPR compliance and enforcement. Below we want to share with you our understanding of our future cooperation. That is the mutually beneficial data protection cooperation built on trust and respect.
GDPR preparation: we are aware of its territorial scope
The GDPR has a unique feature that is its exterritorial application. If earlier EU data protection enforced through Directive 95/46/EC and the internal member states legislation was limited to the organizations residing within EU, now the GDPR will affect any other company in the world that processes personal data of EU data subjects under certain conditions. These conditions are either offering of goods or services to data subjects in the EU or the monitoring of behavior that takes place within the EU.
Veterinarium Inc. is incorporated in Canada. Even in case the GDPR has no direct effect on Veterinarium we understand that in modern world the compliance with the world trends of the personal data protection is a must. Our devotedness to your privacy makes us believe that we have nothing to be afraid of in face of the GDPR. But let put the general phrases and nice words aside. We do not want our words to be just mere assertions and prepared this agenda for Veterinarium’s GDPR compliance.
Our Commitments as a controller
Our Commitments: we respect the individuals’ rights
The list of data subject’s rights remains almost the same, as it used to be, namely:
Our Commitments: Security Measures
Under the GDPR, all data controllers and data processors have to implement the principle called “Privacy by Design”. Accordingly, we include data protection from the onset of the designing of systems. In other words, we take technical and organizational measures to meet the GDPR.
Besides that, Veterinarium uses HubSpot CRM software, Microsoft Azure, a cloud computing service, Chargify and Stripe to store and process information needed to provide services. These well-known software providers that together with Veterinarium will ensure your data is secured within Smart Flow in the following ways:
Veterinarium signs NDA with employees and contractors;
Physical Access Control
Electronic Access Control
Internal access control (permissions for user rights of access to and amendment of data) Veterinarium takes measures in order that that no unauthorized reading, copying, changes or deletions of data within the system, e.g. rights authorisation concept, need-based rights of access;
Veterinarium arranges and provides training for its personnel and contractors regarding confidentiality, integrity and availability and resilience of processing systems and services within the GDPR compliance;
Data transfer control
Veterinarium takes measures in order that no unauthorized reading, copying, changes or deletions of data with electronic transfer or transport, transfer within the secured internet channels
Data entry control
Veterinarium ensures verification, whether and by whom personal data is entered into a data processing system, is changed or deleted, e.g.: Logging control
Availability and Resilience measures
Procedures for regular testing, assessment and evaluation
Veterinarium conducts periodical compliance checks with the requirements of the current data protection legislation.
Veterinarium provides regular identification and record of the data processing risks in relation to the data importer’s contractual and legislative obligations.
Veterinarium takes measures in order that no third-party processes data as per Article 28 GDPR without corresponding instructions from the data controller, e.g.: clear and unambiguous contractual arrangements, duty of pre-evaluation, supervisory follow-up checks.
Our Commitments as a processor
We provide our services to the clients that have a need to digitalize, visualize, and optimize their work flow in veterinary clinics. In such cases Veterinarium processes the personal data provided to the platform based on the services agreement between Veterinarium and its corporate clients as well as based on the instructions of such clients on the data processing.
Taking into account the fact that Veterinarium Inc. is incorporated in the Canada and Canada is on the list of the countries that provide the adequate level of protection of personal data. That means that the transfer of personal data from clinics in EU to Smart Flow in Canada is secure in terms of cross border transfers outside EEA.
Veterinarium Inc. has the IT services contractors in Ukraine as well as subsidiary company in Australia. These countries are not on the list of the countries that provide the adequate level of protection of personal data. For these purposes special legal basis or “safeguard mechanism” as the GDPR calls it for the transfer of personal data from the EU to the Ukraine on Australia based processor has to be applied. The most common safeguard mechanism for such cases is the execution of Standard Contractual Clauses.
It is a common practice throughout the world to use the Standard Clauses that were adopted by the European Commission before the GDPR was passed as there are no newer Standard Clauses adopted yet. These Standard Clauses are traditionally supplemented by the additional requirements set by GDPR. Altogether such documents form the Data Processing Agreements that guarantee the data is being processed by Veterinarium and its sub-processors upon the instructions of its clients and within the requirements of GDPR.
Therefore, the transfer of the client’s data to the recipients in these countries are secured by the Standard data protection clauses adopted by the European Commission and compliant with the EU data protection laws.
Our Commitments: breach notification
Under the GDPR, we will have to provide the breach notification in all EU member states where a data breach is likely to “result in a risk for the rights and freedoms of individuals”. This must be done within 72 hours of first having become aware of the breach.
GDPR: staying tuned
We keep monitoring the official updates from the EU side regarding the implementation of the GDPR, including but not limited to:
Join us in monitoring any amendments and comments from the EU data protection authorities concerning the GDPR compliance. Please drop us a line if you have something to add, give an advice or recommendation or correct us. The more we understand, the more beneficial our endeavors to protect personal data properly will be.
> Last Updated: May 2018