DEFINITIONS:
Unless the subject or context otherwise requires,
- “Confidential Information” means, in the Terms & Conditions and, in relation to a Party, all trade secrets, ideas, concepts, know how, knowledge, email addresses and any other information whether in writing or otherwise, relating to that Party, which are disclosed to the other Party by that Party or otherwise obtained by the other Party, but excluding any information which is or becomes generally and readily available in the public domain other than as a result of a breach of this Agreement;
- “Initial Fee” means the set up fee described in the Purchase Order payable to PET PACK when the Purchase Order is signed;
- “Intellectual Property Rights” means all present and future copyright, registered and unregistered trade marks, designs and patents, and all other rights resulting from intellectual activity in the electronic, industrial, scientific, literary or artistic fields;
- “Monthly Fee” means the monthly fee for the PET PACK Communication Service, payable to PET PACK on the same day that the PET PACK Newsletter is sent to the Vet’s clients each month, and entitling the Vet to one PET PACK Newsletter per calendar month to an unlimited number of the Vet’s clients, unlimited reminders and the management of the website, if ordered. The Monthly fee may be varied by PET PACK upon 30 days notice;
- “Party” means PET PACK and/or the Vet as the context dictates.
- “PET PACK” includes PET PACK’s successors and permitted assigns;
- “PET PACK Communication Tools” means the HTML newsletters, reminders and websites prepared by PET PACK and branded with the Vet’s brand;
- “PET PACK Communication Service” means the monthly PET PACK Newsletter and email reminders sent by PET PACK to the Vet’s clients whom have provided the Vet with their email address and the websites managed by PET PACK;
- “PET PACK Software” means the PET PACK e-mail software and any other software used in the provision of the PET PACK Communication Service;
- “Purchase Order” means the signed order by the Vet to purchase the PET PACK Communication Service;
- “The Vet” includes the Vets’ successors and permitted assigns.
- What are these Terms & Conditions about
- PET PACK operates a business that provides services to veterinarians and veterinarians’ clients. One of the services that PET PACK provides is the PET PACK Communication Service.
- The Vet requires PET PACK to provide the PET PACK Communication Service to its clients and PET PACK has agreed to provide the PET PACK Communication Service to the Vet’s clients for the Monthly Fee payable to PET PACK by the Vet.
- How long do these Terms & Conditions last for
- These Terms & Conditions commence on the date the Purchase Order is signed by both Parties and will continue until terminated by either Party in accordance with clause 8.
- What will PET PACK do and not do
- PET PACK will:
- subject to clause 4.1, provide the PET PACK Communication Service in accordance with the Terms & Conditions;
- provide the Vet and the Vet’s staff with training on how to collect the necessary information required for the purposes of PET PACK’s provision of the PET PACK Communication Service;
- treat all Confidential Information about the Vet and the Vet’s clients as confidential;
- only retain information provided by the Vet which PET PACK considers relevant and necessary to providing the PET PACK Communication Service;
- endeavour to ensure that the PET PACK Communication Service becomes one of the best sources of animal related services and products for the Vet and the Vet’s clients and becomes a promotional tool to drive traffic to the Vet’s clinic; and
- endeavour to support relevant pet care issues in the mass media.
- PET PACK will not:
- unless authorised under these Terms & Conditions, disclose any Confidential Information about the Vet and the Vet’s clients without the Vet’s prior written consent.
- PET PACK will:
- What will the Vet do and not do
- The Vet will:
- commit to an ongoing subscription for the PET PACK Communication Service. However, the Vet can end its subscription in accordance with clause 8 without any penalty;
- collect the e-mail addresses of the Vet’s clients and provide PET PACK with such e-mail addresses to be used by PET PACK to provide the PET PACK Communication Service;
- promptly advise PET PACK of any changes to the email addresses of the Vet’s clients;
- treat all Confidential Information about PET PACK as confidential;
- pay the Initial Fee;
- pay the Monthly Fee; and
- hereby grant PET PACK a non-exclusive, royalty free licence to use the Vet’s logos, business names or trade marks in the PET PACK Communication Tools.
- The Vet will not:
- disclose any Confidential Information about PET PACK without PET PACK’s prior written consent or unless authorised under these Terms & Conditions,
- without the prior written consent of PET PACK, copy, reproduce, modify or use in any way whatsoever, any of the information and content in the PET PACK Communication Tools;
- do anything which impairs the PET PACK Communication Service; and
- make any representations or give any warranties to the Vet’s clients or any third parties, other than those specifically authorised under this Agreement;
- The Vet will:
- What will both parties do and not do
- Both Parties will:
- conduct their business as an independent business and not as a partner, associate, assistant, servant, consultant or employee of the other Party and at all times during the conduct of its business ensure that its business is known to be conducted as an independent business; and
- comply at all times with all relevant legal and regulatory requirements, including but not limited to any privacy laws (if applicable) and the Trade Practices Act 1974 and equivalent State legislation.
- Neither Party will:
- act as, or hold itself out to be, a broker, employee, agent, representative, partner, or joint venturer of the other Party;
- pledge the credit of the other Party in any way or purport to enter into any contractual or other relationship whatsoever that is intended to or may bind the other Party (other than this agreement); or
- be a Party whether directly or indirectly to the doing of any act, matter, omission or thing whereby the goodwill or reputation of the other Party may be prejudicially affected in any manner whatsoever.
- Both Parties will:
- Who owns what
- Both PET PACK and the Vet acknowledge and agree that:
- the Vet owns all:
- the Vet’s clients’ information and any Confidential Information of the Vet and the Vet’s clients; and
- the Intellectual Property Rights in the logos, business names or trade marks of the Vet;
- PET PACK owns all:
- the Confidential Information of PET PACK;
- the Intellectual Property Rights in the PET PACK Software; the PET PACK Communication Tools; the Confidential Information of PET PACK and the PET PACK promotional material;
- the information and content contained in the PET PACK Communication Tools and the PET PACK promotional material.
- the Vet owns all:
- Both PET PACK and the Vet acknowledge and agree that:
- PET PACK limits its liability
- To the full extent permitted by law and subject to clause 7.3, PET PACK, its directors, employees, agents, contractors and related bodies corporate, will be under no liability to the Vet or to any person in respect of any loss, costs, expenses or damage (including consequential and special loss or damage) which may be suffered or incurred or which may arise directly or indirectly from or in connection with:
- the provision of the PET PACK Communication Tools (including the information and content contained therein) and the PET PACK Communication Service; and/or
- the use of the PET PACK Software.
- Subject to clause 7.3, any condition or warranty that would otherwise be implied in these Terms & Conditions is hereby excluded.
- If any law prohibits the exclusion of such liability, condition or warranty referred to in clause 7.1 and 7.2, such warranty or condition is included and PET PACK limits its liability to the extent permitted by the law and at its option to:
- if the breach relates to services supplied by PET PACK, the supplying of the services again; or
- if the breach relates to the supply of information by PET PACK, to the re-supply of such information.
- To the full extent permitted by law and subject to clause 7.3, PET PACK, its directors, employees, agents, contractors and related bodies corporate, will be under no liability to the Vet or to any person in respect of any loss, costs, expenses or damage (including consequential and special loss or damage) which may be suffered or incurred or which may arise directly or indirectly from or in connection with:
- How do the Terms & Conditions end and what happens after termination?
- The PET PACK Communication Service may be terminated by either party by giving 30 days prior notice in writing to the other party.
- Notwithstanding clause 8.1, PET PACK may terminate the PET PACK Communication Service by giving 7 days notice to the Vet if the PET PACK Communication Service is no longer provided by PET PACK or if the Vet fails to pay any part of the Initial Fee or Monthly Fee.
- Upon termination of the PET PACK Communication Service, the licence granted by the Vet to PET PACK pursuant to clause 4.1 will also terminate, and the email addresses provided by the Vet will be deactivated.
- Clauses 3.2, 4.2, 7 and 9 will survive the expiration or termination of the PET PACK Communication Service.
- Miscellaneous
- Further Acts
Each party agrees to do all things that may be necessary or desirable to give full effect to every part of these Terms & Conditions if asked in writing by the other party to do so. - Provisions Severable
If any provision of these Terms & Conditions is invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions will not be affected and such invalid, illegal or unenforceable provision is to be severed from these Terms & Conditions. - Governing Law
These Terms & Conditions and the transactions contemplated by it are governed by and construed in accordance with the laws of the State of Victoria, Australia and the parties irrevocably submit to the exclusive jurisdiction of the courts in that State. - Variation
No part of these Terms & Conditions may be amended or modified unless the amendment is made in writing making specific reference to the Terms & Conditions and signed by the parties or their authorised representatives. - Entire Terms & Conditions
These Terms & Conditions set out the entire Terms & Conditions and understanding between the Parties with respect to the subject matter of these Terms & Conditions and supersede all prior agreements, understandings and representations. - Assignment
The rights, interests or obligations in or under these Terms & Conditions will not be assigned by either Party without the provision of 60 days written notice.
- Further Acts
