VetSafe Terms of Use

IMPORTANT NOTICE TO ALL USERS:

PLEASE NOTE IN PARTICULAR THE, LIMITATIONS ON LIABILITY IN CLAUSE 8.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT USE VETSAFE.

PLEASE READ THESE LICENCE TERMS CAREFULLY

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and VDS SUPPORT LIMITED, incorporated and registered in England and Wales with company number 11610161) whose registered office is at 4 Haig Court, Parkgate Industrial Estate, Knutsford, Cheshire, United Kingdom, WA16 8XZ (VDS, us or we) for:

VetSafe is a web-based service, including an incident reporting and learning system, a supporting hub of insights, training and further resources, designed to help veterinary professionals and practices learn from, and make improvements in, the care they deliver and support the individuals involved in incidents (VetSafe) and any support services as set out in this Licence (Services); and
printed materials and/or online materials and documentation (Documentation).
We license use of VetSafe and Documentation to you on the basis of this Licence. We do not sell VetSafe or Documentation to you. We remain the owners or the licensors of VetSafe and Documentation at all times.

ADDITIONAL TERMS

In addition to this Licence, the following terms will also apply in relation to the Services, VetSafe and Documentation:

Privacy Notice at www.thevds.co.uk/privacy

DEFINITIONS

1.1 The following defined terms are used in this Licence:

1. Authorised Users means any Subscribers and/or Users.
2. Intellectual Property Rights means patents, utility models, rights to Inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software (including without limitation to object code and source code, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
3. Licensee Data means the data inputted by you or on your behalf, for the purpose of using or facilitating your use of the Services, VetSafe or Documents and any data generated by, or derived from your use of the Services, VetSafe or Documents, whether hosted or stored within the Services, VetSafe or Documents or elsewhere.
4. Output means any output, information, data or documentation which may be downloadable or exported from VetSafe and/or created using the Licensee Data on an anonymous and aggregated basis.
5. Policy means a valid VDS professional indemnity policy or a VDS policy for representation costs in criminal and disciplinary proceedings for individual Registered Veterinary Nurses.
6. Policyholder means a holder of a valid Policy with The Veterinary Defence Society Limited.
7. Privacy Notice means our Privacy Notice as updated from time to time by VDS at www.thevds.co.uk/privacy
8. Subscribers has the meaning given to it in our Privacy Notice.
9. Support Services means the support services provided in relation to the Services by or on behalf of VDS to you as determined by VDS from time to time.
10. User has the meaning given to it in our Privacy Notice.
11. User Subscriptions means the user subscriptions provided to you, or on your employer’s behalf, from VDS (or an entity authorised by VDS to provide them) as an ancillary benefit to your Policy which entitle Authorised Users to access and use the Services, VetSafe and the Documents in accordance with this Licence.
12. VDS Group means:
  1. The Veterinary Defence Society Limited (company number 02159441)
  2. VDS Support Limited (company number 11610161); and
  3. VDS Training Services Limited (company number 10727838), each with their registered offices at 4 Haig Court, Parkgate Industrial Estate, Knutsford, Cheshire, WA16 8XZ.
13. Viruses means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
14. Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
REGISTRATION
- If you are a Policyholder, you will be granted access to VetSafe, without additional charge, on the terms of this agreement as a benefit of your Policy and you will be able to access VetSafe via your account at www.vetsafe.org.
LICENCE
3.1 In consideration of the mutual promises set out herein and you agreeing to abide by the terms of this Licence, we grant to you a limited, non-exclusive, non-transferable, revocable licence, to access and use the Services (and VetSafe and the Documents in connection with the Services) in the UK and Ireland on the terms of this Licence, solely for your internal business operations.

3.2 We only supply the Services, VetSafe and Documents and Output for internal use by your business, and you agree not to resell or allow a third party to use the Services, VetSafe or Documents or Output.

3.3 You shall:
1. 1. provide VDS and members of the VDS Group with:
    1. all necessary co-operation in relation to this Licence; and
    2. all necessary access to such information as may be required by VDS,
    3. to the extent required to provide the Services, VetSafe and Documents including but not limited to Licensee Data, security access information and configuration information;
  2. without affecting your other obligations under this Licence, comply with all applicable laws and regulations with respect to your activities under this Licence; and
  3. ensure that your network and systems comply with the relevant specifications provided by VDS from time to time.
3.4 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data.

3.5 You grant VDS a perpetual, irrevocable licence to use the Licensee Data (with the right to sublicence this licence to members of the VDS Group and its subcontractors):
1. 1. for the proper performance of the Services, including the provision of VetSafe, the Documents and in respect of any Services delivered by VDS’s group companies;
  2. for the purposes set out in our Privacy Notice as described in Clause 12;
  3. in an anonymous and aggregated form for the purpose of producing research (including academic and non-academic research papers and peer-reviewed research papers), insight and/or analysis which may be published on VetSafe and/or to any third parties;
  4. to make a first notification to The Veterinary Defence Society Limited in respect of your Policy and/or to disclose such Licensee Data to The Veterinary Defence Society Limited in the event a claim is made under or in connection with your Policy;
  5. in an anonymous and aggregated form to improve VetSafe and/or the Services; and
  6. all other purposes relevant to the proper exercise of our rights and obligations under this Licence.
3.6 You undertake that:
1. 1. the maximum number of Authorised Users that you authorise to access and use the Services, VetSafe and the Documents shall not exceed the number of User Subscriptions your employer has been provided with from time to time;
  2. you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services, VetSafe and/or Documents;
  3. you shall permit VDS or VDS’s designated auditor to audit the Services to verify that your use of the Services, VetSafe and Documents does not exceed the total number of User Subscriptions provided. This audit may take place physically on the Licensee’s premises, or remotely, at VDS’s option, and VDS may deploy reasonable online audit tools via the Services for these purposes;
  4. you shall supervise and control use of the Services, VetSafe and Documents and ensure they are used by Authorised Users only in accordance with the terms of this Licence; and
  5. you shall comply with all applicable technology control and/or export laws and regulations.
3.7 We shall provide the Services to you with reasonable skill and care.

3.8 We warrant to you that we will use reasonable endeavours to ensure that VetSafe complies in all material respects with the following specification:
1. 1. The VetSafe Tool = The incident reporting and reviewing tool. This houses the Licensee Data in (reporting form and reviewing form) and Licensee Data out (data dashboard and download functionality, where permissions allow).
  2. The VetSafe Hub = a website / web-based platform providing the support, resources and insights, training and the community elements in respect of the VetSafe Tool.
RESTRICTIONS
4.1 Except as expressly set out in this Licence or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not:
1. 1. 1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of VetSafe, the Services and/or Documents (as applicable) in any form or media or by any means; or
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of VetSafe or the Services;
    3. access all or any part of the Services, VetSafe or Documents to build a product or service which competes with the Services, VetSafe or the Documents;
    4. use the Services, VetSafe or Documents to provide services to third parties;
    5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, VetSafe or Documents available to any third party except the Authorised Users; or
    6. attempt to obtain, or assist third parties in obtaining, access to the Services, VetSafe or Documents, other than as provided under this Licence.
4.2 You shall not use the Services to:
1. 1. 1. distribute or transmit to VDS any Viruses or Vulnerability and shall implement procedures in line with good industry practice to prevent such distribution or transmission;
    2. store, access, publish, disseminate, distribute or transmit any material which:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. is otherwise illegal or causes damage or injury to any person or property,
and we reserve the right to disable your access to the Services, VetSafe and Documents for the duration of time that the breach remains unremedied. We reserve the right to suspend your access in these circumstances without providing any notice to you.
INTELLECTUAL PROPERTY RIGHTS
5.1 You acknowledge that all Intellectual Property Rights in the Services, VetSafe, Documents and Output anywhere in the world belong to us or our licensors, that rights in the Services, VetSafe and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Services, VetSafe or the Documents other than the right to use them in accordance with the terms of this Licence. Insofar as such Intellectual Property Rights do not automatically by operational of law, vest in VDS, you hereby assign such Intellectual Property Rights with full title guarantee (free from encumbrances and charges) to us.

5.2 You will retain the Intellectual Property Rights in and to the Licensee Data and you shall grant VDS a licence in accordance with Clause 3.5.

5.3 You undertake, at the expense of VDS, at any time, to execute all documents, make all applications, give all assistance and do all acts and things as may be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of VDS.

5.4 You acknowledge that you have no right to have access to VetSafe in source code form.
THIRD PARTY PROVIDERS AND APIs
6.1 You acknowledge that the Services and VetSafe may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not VDS. We recommend that you refer to the third party's website terms and conditions and privacy notice prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

6.2 Where we provide access to VetSafe to you via an API, you warrant and undertake that you will not introduce any viruses, malicious code and/or any other vulnerabilities to VetSafe and/or our systems and network.
CONFIDENTIALITY
7.1 Each party undertakes that it shall not at any time during this Licence, and for a period of two years after termination or expiry of this Licence, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause 7.2.

7.2 Each party may disclose the other party's confidential information:

7.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Licence. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 7; and

7.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority,

7.2.3 and in the case of VDS, VDS may disclose your confidential information to VDS’ group companies to the extent necessary to allow VDS and other VDS group companies to provide services to you.

7.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Licence.
LIMITATION OF LIABILITY
8.1 You accept that it is your responsibility to ensure that the Services achieve your intended results and acknowledge that the Services, VetSafe, Documents and Output have not been developed or designed to meet or support any individual requirements you have and it is up to you to draw your own conclusions from any Output provided.

8.2 You accept that it is your responsibility to back up all Licensee Data and to create, maintain and operate appropriate back-up, business continuity and disaster recovery systems, policies, and procedures in accordance with good industry practice. The VDS Group shall not be responsible for these activities and, subject to clause 8.5, shall not have any liability in respect of any losses suffered by you arising out of or in connection with these activities.

8.3 We do not warrant that your use of the Services, VetSafe and Documents will be uninterrupted or error free.

8.4 Subject to clause 8.5, we shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, howsoever arising under or in connection with this Licence for:
1. 1. 1. 1. loss of profits;
      2. loss of sales;
      3. loss of business;
      4. loss of revenue;
      5. business interruption;
      6. loss of anticipated savings;
      7. wasted expenditure;
      8. loss or corruption of data or information;
      9. loss of business opportunity, goodwill or reputation,
        
        whether any of the losses set out in Clause 8.3(a) to Clause 8.3(i) (inclusive) are direct or indirect; or
      10. any special, indirect or consequential loss, damage, charges or expenses.
8.5 Subject to clause 8.6, Our maximum aggregate liability under or in connection with this Licence whether arising in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising, shall in all circumstances be limited to £1,000.

8.6 Nothing in this Licence shall limit or exclude our liability for:
1. 1. 1. 1. death or personal injury resulting from our negligence;
      2. fraud or fraudulent misrepresentation; or
      3. any other liability that cannot be excluded or limited by English law.
8.7 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Services, VetSafe, Output and any Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law; and the Services, VetSafe, Documents and Output are provided to you on an as is basis.
TERM AND TERMINATION
9.1 This Licence shall commence upon the date you first access VetSafe and shall continue for the duration of your Policy.

9.2 Without affecting any other right or remedy available to it, we may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

9.3 You acknowledge that this Licence will automatically terminate where we or you terminate your Policy or your Policy expires or becomes invalid.

9.4 Without affecting any other right or remedy available to it, either party may terminate this Licence with immediate effect by giving written notice to the other party if:

9.4.1 the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this Clause 9.4;

9.4.2 the other party suspends or ceases, or threatens to suspend or cease, carrying on business; or

9.4.3 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Licence is in jeopardy.

9.5 On termination of this Licence for any reason:

9.5.1 all rights granted to you under this Licence shall cease and you must immediately cease all activities authorised by this Licence, save as set out below in Clause 9.5.2;

9.5.2 you will be granted read only access to VetSafe solely for the purpose of exporting and/or downloading a copy of any Licensee Data for a period of 30 days following the date of termination (“Download Period”). Following the Download Period, your access to VetSafe will automatically cease and you will be unable to download any Licensee Data; and

9.5.3 you must immediately and permanently delete or disable interfaces to VetSafe and the Services from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Documents and VetSafe then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so.

9.6 On termination or expiry of this Licence, the following Clause shall continue in force: 3.5, 5, 7, 8, 9.5, 10, 12, 13.

9.7 Termination or expiry of this Licence 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 the Licence which existed at or before the date of termination or expiry.
COMMUNICATIONS BETWEEN US
10.1 We may update the terms of this Licence at any time on 14 days’ notice to you in accordance with this Clause 10. Your continued use of the Services, VetSafe and Documents following the deemed receipt and service of the notice under this Clause 10.1 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Services, VetSafe and Documents on the deemed receipt and service of the notice, and you must notify us of your non-acceptance of the terms of the Licence by emailing us at [email protected]. Upon receipt of the notice from you to us of your non-acceptance, the Licence shall immediately terminate.

10.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided when you registered your Policy with VDS.

10.3 Any notice:

10.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and

10.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

10.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
EVENTS OUTSIDE OUR CONTROL
11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Clause 11.2.

11.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation to the failure of public or private telecommunications networks and/or utility service.

11.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

11.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

11.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

11.4 If the Event Outside Our Control continues for 30 days, the unaffected party may terminate this Licence by giving 30 days’ written notice to the affected party.
HOW WE MAY USE YOUR PERSONAL INFORMATION
12.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Services, VetSafe and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them.

This information is provided at www.thevds.co.uk/privacy and it is important that you read that information.
OTHER IMPORTANT TERMS

13.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

13.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

13.3 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

13.4 You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it.

13.5 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

13.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

13.7 This Licence does not confer any rights on any person or party (other than the parties to this Licence and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

13.8 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

13.9 Each of the terms of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms will remain in full force and effect.

13.10 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.