Terms and Conditions
Terms and Conditions for the supply of services by Proton Vet
These Terms and Conditions constitute a legal agreement between Proton Vet and the Client. By creating an account and asking for the provision of services, the Client agrees to these Terms and Conditions.
Proton Vet, is a trading name of Proton V Limited (company number 12438040), whose registered office is situated at 18 Holly Road, Farnborough, Hants GU14 0EA UK.
In these Terms and Conditions;
“Authorised Users” means any veterinary surgeon, nurse or staff authorised by the Client to access and use the Platform;
“Case” refers to the information on a patient’s case, including any Client Materials, submitted to Proton Vet by the client or a representative on its behalf (in relation to the Services rendered);
“Client” or “You” signifies the person, business, or organization whose information is provided during account registration;
“Client Materials” means any images, documents or additional information provided by the Client regarding a specific Case;
“Confidential Information” means any information marked or stated as confidential (whether before, during or after the commencement of the Contract), or, by its nature or the circumstances of disclosure, should be deemed and treated as confidential, such as, but not limited to, Proton Vet’s pricing information and client list and the Client Materials;
“Contract” means this contract for services entered into between the Client and Proton Vet incorporating these Terms and Conditions;
“Fees” means the fees payable to Proton Vet by the Client in relation to the Teleradiology Services provided;
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Platform” means Proton Vet’s platform made available to the Client and its Authorised Users;
“Registration” means online registration by the Client on Proton Vet’s Platform;
“Report” indicates a report produced by Proton Vet or on its behalf for the Client in connection with a Case as part of the Teleradiology Services, which may comprise a report from an MRI, CT, fluoroscopy, or radiographs of a small or exotic animal;
“Services” means the Teleradiology services to be provided to the Client by Proton Vet, or any other services that Proton Vet agrees to provide to the Client;
- Supply of Services
2.1 Proton Vet shall use all reasonable endeavours to perform its Services within the agreed turnaround times specified in the applicable pricelist. However, the Client accepts that these are estimates only and these could be altered during peak periods.
2.2 When additional services are provided that fall outside the purview of the original Service contemplated by Proton Vet and the Client, Proton Vet reserves the right to charge for those additional services. However, no additional fees will be assessed without first informing and getting the client’s approval.
2.3 Proton Vet may decline to provide further Services when the Client fails to pay 2 consecutive invoices.
- Client Responsibilities
3.1 The Client is in charge of obtaining and maintaining during the duration of this Contract all necessary licences, registrations and permits required in compliance with all applicable laws (in particular, those relating to veterinary services).
3.2 The Client warrants that it is a fully licensed Veterinary Surgeon within the jurisdiction in which it is seeking the Services.
3.3 The Client agrees that it is its sole responsibility to interpret and apply each Report in accordance to his/her professional judgment and all applicable laws.
3.4 The Client will:
– Send Proton Vet all the necessary documentation and instructions for a case via the platform;
– Keep copies of its materials while acknowledging that Proton Vet is not liable for keeping, storing, or returning said materials.
3.5 To enable Proton Vet to adequately provide its Services, the Client understands that it is solely responsible for assuring the accuracy, quality, and detail of all Client Material given regarding a particular Case. The Client understands that Proton Vet is under no obligation to verify the accuracy or sufficiency of any Client Materials.
3.6 Should the Services be prevented or delayed by any act or omission of the Client, The Client acknowledges and accepts that Proton Vet shall not be liable for any losses resulting directly or indirectly from said act or omission.
- Fees and Expenses
4.1 The Client shall pay the Fees to Proton Vet in exchange for the Services to be rendered by Proton Vet. When contacting Proton Vet, you will receive a price list for our services. Moving forward with the registration procedure will be considered as a pledge to pay such price. For other services not included on the price list, Proton Vet will provide you with a fixed quote.
4.2 Unless otherwise agreed by Proton Vet, Proton Vet shall invoice the Client for the Fees at the beginning of the month regarding the Services provided during the past month and the Client shall pay all Fees within 15 days of receipt of such invoice.
4.3 Proton Vet may increase its prices. Any price increases shall be disclosed to the client in writing at least one (1) month in advance.
- Intellectual Property Rights
5.1 All Copyright in materials provided by the Client shall remain the property of the Client. All Copyright in materials provided by Proton Vet shall remain the property of Proton Vet.
5.2 The Client agrees that Proton Vet shall be entitled to use and publish anonymised versions of the Reports for the purposes of teaching, publicity or research, and the Client hereby grants a perpetual, royalty free licence to Proton Vet for such purposes.
6.1 Unless otherwise agreed, each Party agrees to treat the other Party’s Confidential Information as confidential and agrees:
– to prevent its disclosure, whether directly or indirectly, to any third party.
– use the Confidential Information only for the provision of Services agreed by the parties.
6.2 The following confidential information shall be exempt from the restrictions in clause 7.1:
– information that, at the time of disclosure, was either already lawfully known by the receiving Party or was publicly available;
– information that becomes public knowledge, as long as it is not due to any act or omission of the receiving party.
6.3 The parties agree that the Confidential Information may be disclosed where such disclosure is mandated by a competent court, regulatory authority, or another official body.
7.1 The Client accepts that:
– The Reports are an interpretation of findings that depends on the precision and adequacy of the Client Materials; they are not based on a physical examination of the patient. Because of this, Proton Vet is not responsible for any losses or damages caused by the inadequacy or incompleteness of the client materials;
– Proton Vet shall not be liable for any decisions made based on the Report or for any application of the Report in the Client’s practice, which is the Client’s sole responsibility.
7.2 Unless expressly stated in this Agreement, all conditions, warranties, terms and undertakings, express or implied, whether by statute, common law, trade practice, custom, course of dealing or otherwise are excluded to the fullest extent permissible by law.
7.3 Nothing in this Agreement shall reduce or exclude Proton Vet’s liability for any negligence-related death or personal damage of a natural person, for fraud or fraudulent misrepresentation, or for any other liability that cannot be legally excluded or limited.
- Miscellaneous clauses
8.1 No-one other than a party to this agreement shall have the right to enforce any of its terms.
8.2 Proton Vet retains the right to modify the conditions of this Agreement. One (1) month before any such adjustments go into effect, the new version will be made available. This Agreement may not be changed without the parties’ prior written consent.
8.3 Without Proton Vet’s prior written agreement, the Client may not assign, transfer, or subcontract any of its rights or duties under this Agreement or any rights arising therefrom.
8.4 Neither party shall be liable for any delay in or for failure to perform its obligations under this Agreement, other than an obligation to make any payment due to the other party, if that delay or failure is caused by “force majeure”, such as, but not limited to, natural disasters (fire, storms, flood), governmental or societal actions (war, invasion, labour strikes) and/or infrastructure failures (energy).
8.5 Any right under this Agreement may be exercised or enforced at any time, and failure or delay of either party to do so shall not be interpreted as a waiver of such right or bar its exercise or enforcement in the future.
8.6 Nothing in this Agreement grants the parties the right to act as the other’s agent or establishes a legal partnership between the parties. As a result, neither has the power to impose any kind of obligation on the other.
8.7 No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999.
8.8. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provisions held to be illegal or invalid.
- Governing law and jurisdiction
This contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. The courts and tribunals of England and Wales shall have sole jurisdiction.