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Terms of Use

  1. The Platform
    1. These terms of use (Terms) set out the terms on which:
      1. the platform at www.vetdesk.app (the Platform); and
      2. the products and services available on the Platform (the Products), 
        may be accessed, purchased and used via used by the User.  
    2. The User may only use the Platform and the Products strictly in accordance with these Terms.
    3. All rights not expressly granted to the User in these Terms are expressly reserved by the Company.
  2. Fees
    1. The User must pay (or procure payment) to the Company the applicable fees set out in the schedule to these Terms (Schedule) in respect of the Products that they purchase (the Fees).
    2. The Company may, in its sole and absolute discretion, change the Fees at the end of any subscription period that the User has purchased via the Platform.
  3. Cancellation by the User
    1. Subject to clause 3.2, if the User wishes to cancel its subscription to the Platform with the Company, the User can do so by emailing the Company notice of cancellation via the Platform.
    2. Notwithstanding clause 7.1, the User may cancel its subscription with the Company within 12 months of its initial subscription without the prior written consent of the Company or where clause 21.2 applies.
    3. Any Fees already paid by the User will be non-refundable in the event of a cancellation by the User (except where agreed otherwise in writing between the User and the Company).
  4. Cancellation by the Company
    1. The Company shall be entitled to cancel these Terms, by giving notice to the User (including via the Platform), if the User breaches any of these Terms.  In such circumstances, any Fees already paid by the User will be refunded by the Company on a pro-rata basis up until the date of cancelation by the Company.
  5. Information
    1. Upon registering to use the Products via the Platform, the User must:
      1. provide true, accurate, current and complete information about the User as prompted by the Platform (User Information); and
      2. promptly notify the Company, via the Platform, of any changes to the User Information in order to ensure that it remains true, accurate, current and complete.
    2. The User agrees that the Company may contact the User’s customers via email and push notifications.
  6. Responsibility
    1. The User will be responsible and liable for all activity that occurs through its use of the Platform and/or the Products.  
  7. Content uploaded
    1. The Company reserves the right to remove any content posted to the Platform by the User that it considers (in its sole and absolute discretion) to be offensive, objectionable or otherwise unlawful in any respect.
  8. Advertising
    1. The Company may (in its sole and absolute discretion) publish advertising (whether paid or unpaid) on the Platform and/or in the Products.
  9. No illegal use
    1. The User must not use the Platform and/or the Products for any illegal purpose or any purpose not authorised in writing by the Company, or post any information or data that is in breach of any confidentiality obligation, copyright, trade mark or other intellectual property, proprietary or legal rights of any person or entity.
  10. Compliance
    1. In using the Platform and Products, the User will comply with all applicable laws and regulations, including with respect to the marketing and sale of its products and services.
  11. No malicious use
    1. The User must not use the Platform and/or the Products for any malicious means or abuse, harass, threaten, intimidate or impersonate any other user, person or entity.
  12. Interference
    1. The User must not introduce (or cause the introduction of) any virus, spyware or other similar feature that in any way compromises or may compromise the Platform and/or the Products.
  13. Access
    1. The User may only access the Platform and Products through standard means as approved in writing by the Company, and not via methods such as scraping, data mining, the use of a robot or spider, automation or any similar method of extraction or monitoring.
    2. The User agrees to the Company accessing their clinic management system (or similar system or systems used by the User) to retrieve and use the User’s customer details (including names, physical addresses, email addresses, animal types, breeds and ages), booking details, purchases, vaccination records and animal health records.
  14. App Publishing Agreement
    1. The User must sign and deliver to the Company, on the Company’s written request, the Company’s standard form App Publishing Agreement.
  15. Drop shipped orders
    1. For any drop shipped orders placed via the Platform, the User agrees that these orders may be processed via a third party.  If any loss or damage occurs as a result of the actions, omissions, conduct, negligence or default of that third party, the Company will not be liable for this.
  16. Use by other persons and entities
    1. Any person or entity that accesses and uses the Platform and/or the Products on behalf of the User, including all directors, officers, employees, independent contractors, agents and/or representatives of the User, irrevocably confirms that he, she or it is fully authorised to do so by the User and agrees to these Terms in all respects.
  17. Intellectual Property
    1. Subject to this clause 17, the User agrees that the Company owns all of the intellectual property rights existing in the Platform and the Products and any and all improvements to the same, including (for the avoidance of doubt) in respect of each website shop and application as produced and delivered to the User by the Company and any and all improvements to such website shop and application (User Website and Application).
    2. Notwithstanding clause 17.1, all branding, logos and trade marks of the User (User Branding) shall be and remain the User’s property, and the User shall be permitted to:
      1. use and apply their User Branding; and
      2. upload their content,
        within the Products as permitted within the functionality of the Products and their User Website and Application.
  18. Warranties
    1. The Platform and Products are provided on an “as is where is” basis, and accordingly all implied warranties and representations (whether under statute, common law or otherwise) that might apply to or otherwise arise out of these Terms are hereby expressly excluded by the Company to the fullest extent permitted by law.
    2. The User hereby warrants and represents that:
      1. all information, facts, statements, data and details relating to the User’s products and services that are published, or to be published, on the Platform and Products, and the User Application and Website, are true, accurate and correct in all respects and not misleading or deceptive in any respect;
      2. it has full power and authority to enter into these Terms;
        all authorisations and approvals that are necessary or required in connection with the User’s entry into these Terms, and the assumption of rights and obligations under these Terms, have been obtained or effected; and
      3. the entry into and performance of these Terms by the User does not constitute a breach of any law or obligation and will not cause or result in any default or breach under any other agreement or arrangement by which it is bound and which would prevent the User from entering into or performing its obligations under these Terms.
    3. The User agrees that, for the purposes of section 37(2)(a) of the Contract and Commercial Law Act 2017, the Company is entering into these Terms with the User on the basis of, and in reliance on, the warranties and representation given to the Company by the User under these Terms.  Accordingly, the truth of the statements contained in those warranties and representations are essential to the Company.
  19. Indemnity
    1. The User hereby indemnifies, and will keep indemnified, the Company against all forms of liability, actions, proceedings, demands, costs, charges and expenses which the Company may incur or be subject to or suffer as a result of:
      1. any breach of these Terms by the User; and
      2. the User's use of the Platform and Products, and their User Application and Website, including as a result of any of its warranties or representations about its products and services being false, unsubstantiated, misleading or deceptive.
  20. Dispute Resolution
    1. The following provisions shall apply to any dispute arising under or relating to these Terms (a Dispute) between the parties:
      1. The parties must use reasonable endeavours to resolve any and all Disputes by negotiation at first instance.  
      2. If the parties cannot resolve their Dispute by negotiations within 30 calendar days a party may, by written notice to the other, require that the Dispute be dealt with by mediation under the following terms:
        1. The mediation shall be conducted in accordance with the Mediation Protocol of the Arbitrators' and Mediators' Institute of New Zealand Incorporated (AMINZ) then in force (or any protocol or mediation agreement which replaces it).
        2. The mediation shall be conducted by a mediator and at a fee agreed in writing by the parties.  Failing agreement between the parties within 14 calendar days of the giving of the notice requiring mediation, the mediator will be selected and his or her fee determined by the chairperson for the time being of AMINZ (or his or her nominee).
        3. The mediation shall take place in Auckland, New Zealand at such address as determined by the mediator, provided that any party may, if permitted by the mediator, attend via telephone conference, video conference or any similar means of electronic, audio or audio-visual communication.  
        4. The costs of the mediation, excluding the parties' own legal and preparation costs, will be shared equally by the Disputing Parties.
      3. No party may initiate or commence court or arbitration proceedings relating to a Dispute unless it has complied with the procedure set out in this clause 20, provided that application may still be made to the courts:
        1. for interlocutory relief; or
        2. to recover a debt payable.
  21. Amendments
    1. The Company reserves the right to amend these Terms at any time by giving written notice to the User of the amendments.
    2. If the User does not agree with the amendments effected by the Company it may, within 7 calendar days of the amendments being notified by the Company and if those changes adversely affect the User, cancel these Terms by giving written notice to the Company.  Any Fees already paid by the User will be non-refundable in the event of a cancellation by the User in these circumstances (except where agreed otherwise in writing between the User and the Company).
  22. Changes to the Platform and Products
    1. The Company is permitted (in its sole discretion) to alter the Platform and/or the Products, including all content, format, features and functionality, with or without notice to the User and shall incur no liability for doing so.
  23. Branding
    1. The User must not publish or use the Company's trade marks, brand, branding or logos except with the Company's prior written consent and directions as to such publication and use (which may be given or withheld at its sole and absolute discretion).
  24. Termination or suspension of account
    1. Without limiting its rights under clause 4 of these Terms, if the User does not abide by these Terms the Company may terminate or suspend the User's account or subscription with the Company and refuse to provide its products and/or services to the User (including access to the Products) for any reason and at any time.
  25. Breakdown and Malfunctions
    1. The Company will try to promptly address (during normal business hours) all technical issues that arise on the Platform and Products.  However, the Company will not be liable for any loss or damage suffered as a result of any partial or total breakdown of the Platform and/or the Products or any technical malfunctions on it, the Platform and/or the Products being unavailable or performing slowly, or any viruses or other forms of interference that may damage the User's computer system.
  26. Privacy Policy
    1. The Company's privacy policy (which can be viewed by clicking here) shall apply to all information, data or other content which is generated through the User's use of the Platform and Products.  
  27. Links
    1. Unless expressly stated otherwise in writing by the Company, any link on the Platform and/or the Products to other websites or products, including the User Website and Application, does not imply any endorsement, approval and/or recommendation of those sites, their operators or their products and/or services and/or the correctness, accuracy or truth of any warranties, representations or statements made by the User on the Platform, the Products and/or their User Website and Application.
  28. Foreign use
    1. The Company makes no representation or warranty that the Platform, Products, and/or the User Website and Application is appropriate or available for use in all countries or that the content satisfies the laws of all countries.
    2. The User is responsible for ensuring that their access to and use of the Platform, Products, and/or their User Website and Application, and the marketing of the User’s products and services and/or their User Website and Application, is not illegal or prohibited in their relevant country.
  29. No waiver
    1. The Company will not be deemed to have waived any right under these Terms unless the waiver is in writing and signed by the Company.  
    2. A failure to exercise or delay in exercising any right by the Company under these Terms will not operate as a waiver of that right.  Any such waiver will not constitute a waiver of any subsequent or continuing right or of any other provision in these Terms.
  30. Assignment
    1. The User shall not be permitted to assign or transfer any of their rights or obligations under these Terms without the Company's prior written consent.  
    2. The Company shall be entitled (in its sole and absolute discretion) to assign and transfer any of its rights or obligations under these Terms, and the consent of the User shall not be required for any such assignment or transfer.
  31. Consumer Guarantees Act 1993
    1. The User agrees that it is using the Platform, Products and User Website and Application for the purposes of a business and that, accordingly, the Consumer Guarantees Act 1993 does not apply to these Terms.
  32. Limitation of liability
    1. To the extent that the Company is liable for any reason for any loss suffered or liability incurred by the User arising from any breach of these Terms, or for any other reason (including the User’s use of or reliance on the Platform, Products and/or their User Website and Application), the Company liability’s (whether arising in contract, tort (including negligence) or otherwise) is limited to the maximum aggregate amount of the total Fees paid by the User.
  33. Exclusion
    1. The Company shall not be liable in connection with these Terms for any indirect, consequential or special loss or damage, loss of revenue, economic loss or damage, loss of business or profits (including lost contracts with customers) or anticipated business or profits, loss of goodwill, loss of anticipated savings or for any business interruption or that is otherwise too remote to be recoverable as damages for breach of contract at law.
  34. Further Assurances
    1. The User will sign all documents, and do all things, as may reasonably be required in order to give effect to the provisions of these Terms.
  35. Severability
    1. If any provision in these Terms becomes invalid or unenforceable, the remainder of these Terms will remain valid and enforceable to the fullest extent permitted by law.
  36. No contractual privity
    1. Nothing in these Terms creates any contractual privity rights or third party beneficiary rights in any third party under Part 2, Subpart 1 of the Contract and Commercial Law Act 2017 or otherwise.
    2. The User acknowledges and agrees that the Company is not the vendor of the User’s products or services, whether published on the Platform, Products and/or their User Website and Application or otherwise, and nor is it an agent of the User.
    3. Any purchase of products or services by any customer of the User (whether as a result of a customer viewing Website, Products and/or the User Website and Application or otherwise) shall be and remain between that customer and the User, not the Company.  
    4. The User must take full responsibility and liability for its sales of its products and services to its customers.  
  37. Confidentiality
    1. These Terms (but not their existence) are strictly confidential and will not be disclosed by either party to any third party, provided that disclosure may be made:
      1. with the prior written consent of the other party;
      2. to a party's holding company, subsidiaries, employees, independent contractors, representatives and/or professional advisers where they have been made aware of the party's obligations of confidence under these Terms and where each of them agrees to comply with those obligations;
      3. if it is required by law or any legislative or regulatory authority; or
      4. if at the time of disclosure is in, or subsequently enters, the public domain otherwise than by breach of any duty of confidentiality under this agreement.
  38. Governing Law and Jurisdiction
    1. These Terms will be governed by and construed in accordance with the laws of New Zealand.  The parties submit to the non-exclusive jurisdiction of the courts of New Zealand for any matter arising under or relating to these Terms.
  39. Interpretation
    1. In these Terms, the following rules of interpretation apply:
      1. References to persons include natural persons, companies and any other body corporates (wherever incorporated) and unincorporated bodies (wherever formed).
      2. Headings have been inserted for convenience only and will not affect the interpretation of these Terms.
      3. References to clauses are to those in these Terms, except where specified otherwise.
      4. The Schedule forms part of these Terms.
      5. References to the words including, include or similar words do not imply any limitation and are deemed to have the words without limitation following them.
      6. References to a statute or statutory provision means a New Zealand statute or statutory provision as amended, consolidated and/or replaced from time to time.
      7. A gender includes each other gender and the singular includes the plural and vice versa.
      8. An obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done.
      9. References to NZ$ are references to New Zealand dollars.
      10. References to intellectual property means all intellectual property, proprietary and industrial rights of any nature (whether existing in statute, at common law or in equity).
      11. References to any content, warranties, representations, statements, information, facts, data and details of or from the User include its oral or written form of presentation.
      12. Derivations of any defined word or term shall have a corresponding meaning.
      13. No rule of construction (including the contra proferentem rule applies to the disadvantage of a party because that party (or its relevant advisor) was responsible for the drafting of these Terms.


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