This agreement is a legal agreement between you (Customer or you) and Exotic Vet Support incorporated and registered in England and Wales with company number 11857448 whose registered office is at 7 Angus Way, Waterlooville, United Kingdom, PO7 7FL. (EVS/we/us/our).
1.Interpretation
1.1.The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those individuals authorised to use the Services and the Web Content.
Authorised Devices: the maximum number of devices on which the Customer is permitted to access the Services;
Customer Data: the data inputted by the Customer, Authorised Users, or EVS on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Data Protection Legislation: the Data Protection Act 2018 and thereafter:
a. unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then
b. any successor legislation to the GDPR or the Data Protection Act 2018.
Effective Date: the date of this agreement.
Initial Subscription Term: 6 months or as otherwise agreed by You and Us.
Mentoring Services: the Mentoring services of EVS included in the Premium Subscription Plan;
Renewal Period: the period described in clause 15.1.
Services: the subscription services to the Web Content, provided by EVS to the Customer under this agreement via the Website.
Subscription Fees: the subscription fees payable by the Customer to EVS for the Subscription Plan.
Subscription Plan: the level of subscription for Services the Customer has chosen as detailed on the Website from time to time.
Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods.
User Subscriptions: the user subscriptions included in the purchased Subscription Plan which entitle Authorised Users to access and use the Services and the Web Content in accordance with this agreement.
Virus: 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.
Web Content: the web content (to include online/streamed webinars) made available to the Customer on the Website as part of the Services.
1.2.Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3.A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4.A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5.Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6.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.
2.User subscriptions
2.1.Subject to the Customer purchasing the Subscription Plan and complying with the terms of this agreement EVS hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Web Content during the Subscription Term.
2.2.In relation to the Authorised Users and Authorised Devices, the Customer undertakes that:
(a)the maximum number of Authorised Users that it authorises to access and use the Services and the Web Content shall not exceed the number of User Subscriptions it has purchased from time to time;
(b)the number of devices which the Customer shall use to access and use the Services and Web Content shall not exceed the Authorised Devices;
(c)it 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 and/or Web Content; and
(d)each Authorised User shall keep a secure password for their use of the Services and Web Content, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential.
2.3.The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a)is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b)infringes or potentially infringes third party Intellectual Property Rights;
(c)causes or could cause harm to third parties or/and EVS;
(d)will have a detrimental effect on provision of the Services and/or the Website;
(e)facilitates illegal activity;
(f)depicts sexually explicit images;
(g)promotes unlawful violence;
(h)is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(i)is otherwise illegal or causes damage or injury to any person or property
and EVS reserves the right, without liability or prejudice to its other rights to the Customer, to remove such material and/or disable the Customer’s access to any material that breaches the provisions of this clause.
2.4.The Customer shall use best endeavours to prevent any unauthorised access to, or use of, the Services and/or the Web Content and, in the event of any such unauthorised access or use, promptly notify EVS.
2.5.If for any reason EVS is unable to provide the Services, EVS shall inform the Customer and will not charge for the Services. Inability to provide the Services maybe caused by (but not limited to) unexpected limits on EVS’s resources which could not reasonably be planned for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the Services or because we are unable to meet any specific requirements or deadlines.
3.Services
3.1.EVS shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
3.2.EVS shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a)planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
(b)unscheduled maintenance provided that EVS has used reasonable endeavours to give the Customer notice in advance.
4.subscription plan upgrade
4.1.The Customer may, during any Subscription Term, upgrade to the next level of Subscription Plan as detailed on the Website by notifying EVS and paying the additional Subscription Fees.
4.2.If the Customer wishes to upgrade their Subscription Plan, the Customer shall notify EVS in writing. EVS shall evaluate such request and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where EVS approves the request, EVS shall activate the Subscription Plan upgrade within 3 business days of its approval of the Customer's request.
4.3.If EVS approves the Customer's request to upgrade their Subscription Plan the Customer shall immediately pay to EVS the relevant fees for such upgraded Subscription Plan as set out in Schedule 1 and, if such upgraded Subscription Plan is purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by EVS for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
5.Mentoring services
5.1.As part of the Premium Subscription Plan EVS shall provide Mentoring Services to the Customer which shall be limited to a maximum of three hours per month (Mentoring Hours).
5.2.The Mentoring Services shall be deemed performed on completion of the performance of the Mentoring Services.
5.3.Any unused hours of Mentoring Services included in the Premium Subscription Plan cannot be rolled over from one month to another.
5.4.In the event the Mentoring Hours are exceeded in any given month, EVS shall in its absolute discretion, choose to either:
(a)deduct the exceeded number of hours from the next subscription month; or
(b)invoice the Customer for the exceeded hours chargeable at EVS’ current rates.
5.5.EVS warrants that the Mentoring Services shall:
(a)be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and
(b)in the case of media on which the results of the Services are supplied, be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
5.6.The Customer warrants that in relation to the Mentoring Services it has provided EVS with all relevant, full and accurate information as to the Customer’s requirements.
5.7.As the Customer’s sole and exclusive remedy, EVS shall, at its option, remedy or re-perform the Mentoring Services that do not comply with clause 5.2, provided that:
(a)the Customer serves a written notice on EVS not later than three Business Days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and
(b)such notice specifies that some or all of the Mentoring Services do not comply with clause 5.2 and identifies in sufficient detail the nature and extent of the defects; and
(c)the Customer gives EVS a reasonable opportunity to examine the claim of the defective Mentoring Services.
5.8.The provisions of these Conditions shall apply to any Mentoring Services that are remedied or re-performed with effect from performance of the remedied or re-performed Mentoring Services.
5.9.Except as set out in this clause 5:
(a)the Supplier gives no warranties and makes no representations in relation to the Mentoring Services; and
(b)shall have no liability for their failure to comply with the warranty in clause 5.2,
(c)and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
5.10.EVS may supply Mentoring Services to any customers who do not subscribe to the Premium Subscription Plan for a fee of £50 per hour or at EVS’ current rates as advertised on the Website from time to time.
5.11.Save for death or personal injury to a human caused by EVS’s negligence, EVS’s aggregate liability in connection with Mentoring Services shall not exceed an amount equivalent to the fees paid for the Premium Subscription Plan in the preceding 12 months from the date on which the liability arose.
6.Customer data
6.1.The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
6.2.EVS shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against EVS shall be for EVS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by EVS in accordance with the archiving procedure. EVS shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by EVS to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under Clause 6.9).
6.3.EVS shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at www.exoticvetsupport.com or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by EVS in its sole discretion.
6.4.Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
6.5. The parties acknowledge that:
(a) if EVS processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the data controller and EVS is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
(b) the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and EVS’s other obligations under this agreement.
6.6.Without prejudice to the generality of clause 6.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to EVS for the duration and purposes of this agreement so that EVS may lawfully use, process and transfer the Personal Data in accordance with this agreement on the Customer’s behalf.">PLEASE READ THESE SUBSCRIPTION TERMS CAREFULLY
This agreement is a legal agreement between you (Customer or you) and Exotic Vet Support incorporated and registered in England and Wales with company number 11857448 whose registered office is at 7 Angus Way, Waterlooville, United Kingdom, PO7 7FL. (EVS/we/us/our).
1.Interpretation
1.1.The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those individuals authorised to use the Services and the Web Content.
Authorised Devices: the maximum number of devices on which the Customer is permitted to access the Services;
Customer Data: the data inputted by the Customer, Authorised Users, or EVS on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Data Protection Legislation: the Data Protection Act 2018 and thereafter:
a. unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then
b. any successor legislation to the GDPR or the Data Protection Act 2018.
Effective Date: the date of this agreement.
Initial Subscription Term: 6 months or as otherwise agreed by You and Us.
Mentoring Services: the Mentoring services of EVS included in the Premium Subscription Plan;
Renewal Period: the period described in clause 15.1.
Services: the subscription services to the Web Content, provided by EVS to the Customer under this agreement via the Website.
Subscription Fees: the subscription fees payable by the Customer to EVS for the Subscription Plan.
Subscription Plan: the level of subscription for Services the Customer has chosen as detailed on the Website from time to time.
Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods.
User Subscriptions: the user subscriptions included in the purchased Subscription Plan which entitle Authorised Users to access and use the Services and the Web Content in accordance with this agreement.
Virus: 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.
Web Content: the web content (to include online/streamed webinars) made available to the Customer on the Website as part of the Services.
1.2.Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3.A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4.A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5.Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6.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.
2.User subscriptions
2.1.Subject to the Customer purchasing the Subscription Plan and complying with the terms of this agreement EVS hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Web Content during the Subscription Term.
2.2.In relation to the Authorised Users and Authorised Devices, the Customer undertakes that:
(a)the maximum number of Authorised Users that it authorises to access and use the Services and the Web Content shall not exceed the number of User Subscriptions it has purchased from time to time;
(b)the number of devices which the Customer shall use to access and use the Services and Web Content shall not exceed the Authorised Devices;
(c)it 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 and/or Web Content; and
(d)each Authorised User shall keep a secure password for their use of the Services and Web Content, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential.
2.3.The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a)is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b)infringes or potentially infringes third party Intellectual Property Rights;
(c)causes or could cause harm to third parties or/and EVS;
(d)will have a detrimental effect on provision of the Services and/or the Website;
(e)facilitates illegal activity;
(f)depicts sexually explicit images;
(g)promotes unlawful violence;
(h)is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(i)is otherwise illegal or causes damage or injury to any person or property
and EVS reserves the right, without liability or prejudice to its other rights to the Customer, to remove such material and/or disable the Customer’s access to any material that breaches the provisions of this clause.
2.4.The Customer shall use best endeavours to prevent any unauthorised access to, or use of, the Services and/or the Web Content and, in the event of any such unauthorised access or use, promptly notify EVS.
2.5.If for any reason EVS is unable to provide the Services, EVS shall inform the Customer and will not charge for the Services. Inability to provide the Services maybe caused by (but not limited to) unexpected limits on EVS’s resources which could not reasonably be planned for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the Services or because we are unable to meet any specific requirements or deadlines.
3.Services
3.1.EVS shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
3.2.EVS shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a)planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
(b)unscheduled maintenance provided that EVS has used reasonable endeavours to give the Customer notice in advance.
4.subscription plan upgrade
4.1.The Customer may, during any Subscription Term, upgrade to the next level of Subscription Plan as detailed on the Website by notifying EVS and paying the additional Subscription Fees.
4.2.If the Customer wishes to upgrade their Subscription Plan, the Customer shall notify EVS in writing. EVS shall evaluate such request and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where EVS approves the request, EVS shall activate the Subscription Plan upgrade within 3 business days of its approval of the Customer's request.
4.3.If EVS approves the Customer's request to upgrade their Subscription Plan the Customer shall immediately pay to EVS the relevant fees for such upgraded Subscription Plan as set out in Schedule 1 and, if such upgraded Subscription Plan is purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by EVS for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
5.Mentoring services
5.1.As part of the Premium Subscription Plan EVS shall provide Mentoring Services to the Customer which shall be limited to a maximum of three hours per month (Mentoring Hours).
5.2.The Mentoring Services shall be deemed performed on completion of the performance of the Mentoring Services.
5.3.Any unused hours of Mentoring Services included in the Premium Subscription Plan cannot be rolled over from one month to another.
5.4.In the event the Mentoring Hours are exceeded in any given month, EVS shall in its absolute discretion, choose to either:
(a)deduct the exceeded number of hours from the next subscription month; or
(b)invoice the Customer for the exceeded hours chargeable at EVS’ current rates.
5.5.EVS warrants that the Mentoring Services shall:
(a)be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and
(b)in the case of media on which the results of the Services are supplied, be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
5.6.The Customer warrants that in relation to the Mentoring Services it has provided EVS with all relevant, full and accurate information as to the Customer’s requirements.
5.7.As the Customer’s sole and exclusive remedy, EVS shall, at its option, remedy or re-perform the Mentoring Services that do not comply with clause 5.2, provided that:
(a)the Customer serves a written notice on EVS not later than three Business Days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and
(b)such notice specifies that some or all of the Mentoring Services do not comply with clause 5.2 and identifies in sufficient detail the nature and extent of the defects; and
(c)the Customer gives EVS a reasonable opportunity to examine the claim of the defective Mentoring Services.
5.8.The provisions of these Conditions shall apply to any Mentoring Services that are remedied or re-performed with effect from performance of the remedied or re-performed Mentoring Services.
5.9.Except as set out in this clause 5:
(a)the Supplier gives no warranties and makes no representations in relation to the Mentoring Services; and
(b)shall have no liability for their failure to comply with the warranty in clause 5.2,
(c)and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
5.10.EVS may supply Mentoring Services to any customers who do not subscribe to the Premium Subscription Plan for a fee of £50 per hour or at EVS’ current rates as advertised on the Website from time to time.
5.11.Save for death or personal injury to a human caused by EVS’s negligence, EVS’s aggregate liability in connection with Mentoring Services shall not exceed an amount equivalent to the fees paid for the Premium Subscription Plan in the preceding 12 months from the date on which the liability arose.
6.Customer data
6.1.The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
6.2.EVS shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against EVS shall be for EVS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by EVS in accordance with the archiving procedure. EVS shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by EVS to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under Clause 6.9).
6.3.EVS shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at www.exoticvetsupport.com or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by EVS in its sole discretion.
6.4.Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
6.5. The parties acknowledge that:
(a) if EVS processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the data controller and EVS is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
(b) the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and EVS’s other obligations under this agreement.
6.6.Without prejudice to the generality of clause 6.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to EVS for the duration and purposes of this agreement so that EVS may lawfully use, process and transfer the Personal Data in accordance with this agreement on the Customer’s behalf.">
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This agreement is a legal agreement between you (Customer or you) and Exotic Vet Support incorporated and registered in England and Wales with company number 11857448 whose registered office is at 7 Angus Way, Waterlooville, United Kingdom, PO7 7FL. (EVS/we/us/our).
1.Interpretation
1.1.The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those individuals authorised to use the Services and the Web Content.
Authorised Devices: the maximum number of devices on which the Customer is permitted to access the Services;
Customer Data: the data inputted by the Customer, Authorised Users, or EVS on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Data Protection Legislation: the Data Protection Act 2018 and thereafter:
a. unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then
b. any successor legislation to the GDPR or the Data Protection Act 2018.
Effective Date: the date of this agreement.
Initial Subscription Term: 6 months or as otherwise agreed by You and Us.
Mentoring Services: the Mentoring services of EVS included in the Premium Subscription Plan;
Renewal Period: the period described in clause 15.1.
Services: the subscription services to the Web Content, provided by EVS to the Customer under this agreement via the Website.
Subscription Fees: the subscription fees payable by the Customer to EVS for the Subscription Plan.
Subscription Plan: the level of subscription for Services the Customer has chosen as detailed on the Website from time to time.
Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods.
User Subscriptions: the user subscriptions included in the purchased Subscription Plan which entitle Authorised Users to access and use the Services and the Web Content in accordance with this agreement.
Virus: 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.
Web Content: the web content (to include online/streamed webinars) made available to the Customer on the Website as part of the Services.
1.2.Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3.A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4.A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5.Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6.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.
2.User subscriptions
2.1.Subject to the Customer purchasing the Subscription Plan and complying with the terms of this agreement EVS hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Web Content during the Subscription Term.
2.2.In relation to the Authorised Users and Authorised Devices, the Customer undertakes that:
(a)the maximum number of Authorised Users that it authorises to access and use the Services and the Web Content shall not exceed the number of User Subscriptions it has purchased from time to time;
(b)the number of devices which the Customer shall use to access and use the Services and Web Content shall not exceed the Authorised Devices;
(c)it 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 and/or Web Content; and
(d)each Authorised User shall keep a secure password for their use of the Services and Web Content, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential.
2.3.The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a)is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b)infringes or potentially infringes third party Intellectual Property Rights;
(c)causes or could cause harm to third parties or/and EVS;
(d)will have a detrimental effect on provision of the Services and/or the Website;
(e)facilitates illegal activity;
(f)depicts sexually explicit images;
(g)promotes unlawful violence;
(h)is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(i)is otherwise illegal or causes damage or injury to any person or property
and EVS reserves the right, without liability or prejudice to its other rights to the Customer, to remove such material and/or disable the Customer’s access to any material that breaches the provisions of this clause.
2.4.The Customer shall use best endeavours to prevent any unauthorised access to, or use of, the Services and/or the Web Content and, in the event of any such unauthorised access or use, promptly notify EVS.
2.5.If for any reason EVS is unable to provide the Services, EVS shall inform the Customer and will not charge for the Services. Inability to provide the Services maybe caused by (but not limited to) unexpected limits on EVS’s resources which could not reasonably be planned for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the Services or because we are unable to meet any specific requirements or deadlines.
3.Services
3.1.EVS shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
3.2.EVS shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a)planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
(b)unscheduled maintenance provided that EVS has used reasonable endeavours to give the Customer notice in advance.
4.subscription plan upgrade
4.1.The Customer may, during any Subscription Term, upgrade to the next level of Subscription Plan as detailed on the Website by notifying EVS and paying the additional Subscription Fees.
4.2.If the Customer wishes to upgrade their Subscription Plan, the Customer shall notify EVS in writing. EVS shall evaluate such request and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where EVS approves the request, EVS shall activate the Subscription Plan upgrade within 3 business days of its approval of the Customer's request.
4.3.If EVS approves the Customer's request to upgrade their Subscription Plan the Customer shall immediately pay to EVS the relevant fees for such upgraded Subscription Plan as set out in Schedule 1 and, if such upgraded Subscription Plan is purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by EVS for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
5.Mentoring services
5.1.As part of the Premium Subscription Plan EVS shall provide Mentoring Services to the Customer which shall be limited to a maximum of three hours per month (Mentoring Hours).
5.2.The Mentoring Services shall be deemed performed on completion of the performance of the Mentoring Services.
5.3.Any unused hours of Mentoring Services included in the Premium Subscription Plan cannot be rolled over from one month to another.
5.4.In the event the Mentoring Hours are exceeded in any given month, EVS shall in its absolute discretion, choose to either:
(a)deduct the exceeded number of hours from the next subscription month; or
(b)invoice the Customer for the exceeded hours chargeable at EVS’ current rates.
5.5.EVS warrants that the Mentoring Services shall:
(a)be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and
(b)in the case of media on which the results of the Services are supplied, be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
5.6.The Customer warrants that in relation to the Mentoring Services it has provided EVS with all relevant, full and accurate information as to the Customer’s requirements.
5.7.As the Customer’s sole and exclusive remedy, EVS shall, at its option, remedy or re-perform the Mentoring Services that do not comply with clause 5.2, provided that:
(a)the Customer serves a written notice on EVS not later than three Business Days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and
(b)such notice specifies that some or all of the Mentoring Services do not comply with clause 5.2 and identifies in sufficient detail the nature and extent of the defects; and
(c)the Customer gives EVS a reasonable opportunity to examine the claim of the defective Mentoring Services.
5.8.The provisions of these Conditions shall apply to any Mentoring Services that are remedied or re-performed with effect from performance of the remedied or re-performed Mentoring Services.
5.9.Except as set out in this clause 5:
(a)the Supplier gives no warranties and makes no representations in relation to the Mentoring Services; and
(b)shall have no liability for their failure to comply with the warranty in clause 5.2,
(c)and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
5.10.EVS may supply Mentoring Services to any customers who do not subscribe to the Premium Subscription Plan for a fee of £50 per hour or at EVS’ current rates as advertised on the Website from time to time.
5.11.Save for death or personal injury to a human caused by EVS’s negligence, EVS’s aggregate liability in connection with Mentoring Services shall not exceed an amount equivalent to the fees paid for the Premium Subscription Plan in the preceding 12 months from the date on which the liability arose.
6.Customer data
6.1.The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
6.2.EVS shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against EVS shall be for EVS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by EVS in accordance with the archiving procedure. EVS shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by EVS to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under Clause 6.9).
6.3.EVS shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at www.exoticvetsupport.com or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by EVS in its sole discretion.
6.4.Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
6.5. The parties acknowledge that:
(a) if EVS processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the data controller and EVS is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
(b) the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and EVS’s other obligations under this agreement.
6.6.Without prejudice to the generality of clause 6.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to EVS for the duration and purposes of this agreement so that EVS may lawfully use, process and transfer the Personal Data in accordance with this agreement on the Customer’s behalf.
