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Terms & Conditions
Vet3D / William Oxley’s standard terms
and conditions of business and of website use
N.B.: EACH CONTRACT BETWEEN WILLIAM OXLEY (“CONSULTANT”) AND HIS CLIENT (“CLIENT”) IS CONSTITUTED BY THE SPECIFIC AGREEMENT MADE BETWEEN CONSULTANT AND CLIENT, TOGETHER WITH THESE STANDARD TERMS AND CONDITIONS OF BUSINESS and of website use WHICH FORM PART OF THE SAID AGREEMENT.
In the Agreement (defined below) and these Ts&Cs, the following expressions shall have the following meanings assigned to them:
1.1.1 “Advice Service” means: a veterinary consultancy, including an orthopaedic advice service to surgeons on how best to perform specific surgery, based on Consultant’s knowledge as an orthopaedic surgeon, forming part of the Services defined below in clause 1.1.12;
1.1.2 “Agreement” means: the agreement made between Consultant and Client (describing the Services to be performed by Consultant, the extent of the Services ordered and the Fee for such Services) to which these Ts&Cs are attached and of which they from part;
1.1.3 “Client” means: the person or organisation who / which purchases the Services from Consultant, as described in the Agreement;
1.1.4 “Confidential Information” means: information deemed to be proprietary and / or confidential, in accordance with the provisions of Clause 17;
1.1.5 “Consultant” means: William Oxley, of Meadow View, Frog Lane, Balsall Common, Coventry, CV7 7FP, who is engaged in the business of providing to client surgeons:
(i) the Advice Service defined above in clause 1.1.1; and
(ii) the Physical Service of design and creation of physical items related to veterinary practice, defined below in clause 1.1.11;
Consultant has considerable skill, knowledge and experience in these fields, which may be known jointly as the “Services”.
1.1.6 “Electronic Mail” means: email;
1.1.7 “Fee” means: the fee for the Services agreed by Client and Consultant, all as specified in the Agreement;
1.1.8 “Intellectual Property Rights" means: trade marks, copyright, know-how, patents, registered and unregistered designs and all other forms of intellectual property wherever in the world enforceable;
1.1.9 “Intellectual Property of Consultant ” means: Consultant’s Intellectual Property in inventions, any and all patents, patent applications, know-how, registered and unregistered trade marks and service marks, trade mark applications, trade names, registered and unregistered designs, all design rights, utility models, copyright (including all such rights in computer software and databases) and moral rights (in each case, for the full period thereof and all extensions and renewals thereof) domain names, media designs and productions including but not limited to logos, brochures, websites, mobile productions, podcasts, video productions, audio productions, trade secrets, know-how and other intellectual property rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future and Consultant’s other intellectual property rights (whether registered or unregistered) and all Consultant’s applications for any of the foregoing and the right to apply for any of the foregoing in any part of the world and any similar rights situated in any country;
1.1.10 “Intellectual Property Rights of Consultant means: Consultant’s rights in the Intellectual Property;
1.1.11 “Physical Service” means: at least any or all of the following physical items and / or any other physical items, all as will be specified in the specific Agreement or Agreements of which these Ts&Cs form part:
(a) 3D-printed models of bones (each a “Model”) that are designed and created by Consultant to be purchased by Client from Consultant;
(b) 3D-printed surgery guides (each, a “Guide”) that are designed and created by Consultant to be purchased by Client from Consultant; and
(c) the SOP (as defined below in clause 1.1.13);
1.1.12 “Services” means: items of work (being either or both of Advice Service and Physical Service, as described in the Agreement) as agreed between Client and Consultant in the Agreement;
1.1.13 “SOP” means: the instructions written by Consultant, which comprise the standard operating procedure for the appropriate use of each Guide by the surgeon.
1.2 The headings in the Agreement and in these Ts&Cs are inserted only for convenience and shall not affect their construction.
1.3 The singular shall include the plural and the masculine shall include the feminine and the neuter and vice versa.
1.4 Reference to any statute or statutory provisions includes a reference to the statute for statutory provisions as from time to time amended, extended or re-enacted.
2.1 These Ts&Cs shall apply to all agreements for the supply of all Services provided by Consultant to Client.
2.2 When Client applies to place an order for the Services, Consultant shall provide Client with the Agreement; Client shall notify Consultant immediately if Client does not agree with the contents of the Agreement; all Agreements shall be subject to these Ts&Cs.
2.3 The Consultant shall use all reasonable endeavours to supply the Physical Service within verbally-estimated time frames, but the parties agree that time shall not be of the essence in the performance of the Agreement.
3.1 Client shall pay Consultant a Fee as described in the Agreement.
3.2 In the event that Client’s procedures require that an invoice be submitted against an order, Client shall be responsible for issuing such purchase order.
3.3 Consultant shall render to Client an invoice or invoices on completion of the Services; where and when necessary, such invoice or invoices will include value added tax (“VAT”).
3.4 Fees will be paid by Client to Consultant 30 (thirty) days following the date of invoice; such payment will be made by Electronic Transfer from Client’s bank account to Consultant’s bank account; for the prevention of cyber fraud by third parties, the details of the said bank account will be sent separately to Client, securely, by letter or fax
3.5 Consultant is responsible for providing the details of the bank account to which payment shall be made within each and every invoice Consultant submits.
3.6 Unless otherwise agreed in advance in writing from time to time, Consultant will be responsible for the payment of all expenses incurred in connection with the performance of the Services under the Agreement.
3.7 In the event that items of Physical Service form part of the Services and the parties wish to split the total fee between the veterinary consultancy (Advice Service) and the design / creation of the physical items (Physical Service) then the price of the Physical Service will be set out in the Agreement; in addition, in relation to the Physical Service, Client must pay all shipping charges and / or insurance, where appropriate.
3.8 For the avoidance of doubt, any prices quoted for the Physical Service on the Website or in our marketing materials are exclusive of VAT, postage / shipping charges and insurance.
3.9 All payments for Services (including the Physical Service) are to be made in Pounds Sterling.
3.10 Client is to be responsible for the payment of all applicable import duties / taxes levied by the customs or other authorities in Client’s country, in relation to the Physical Service.
4. SPECIFICATION OF THE GOODS AND TITLE
4.1 The Physical Service shall be required only to conform to the specification in the Agreement.
4.2 For the avoidance of doubt, no description, specification or illustration contained in any product, pamphlet, or other sales or marketing literature of Consultant and no representation written or oral, correspondence or statement shall form any part of the Agreement.
4.3 Title in the Physical Service shall not pass to Client until Consultant has been paid in full for the Physical Service.
5.1 The Agreement between the parties shall commence as of the date first mentioned in the Agreement of which these Ts&Cs form part and shall continue at least until the Services specified in the Agreement have been completed, or as otherwise provided for in the Agreement. For the avoidance of doubt, the Consultant’s contractual obligations under the Agreement will be completed when the surgeon has concluded the surgical procedure, at which point the Agreement shall be at an end, save as otherwise provided for in these Ts&Cs.
5.2 After completion of the Services specified in the Agreement have been completed, in the event that the parties decide to prolong the relationship beyond the completion of those Services, they may execute a new agreement (“New Agreement”) and attach it to these Ts&Cs, when the New Agreement between the parties would comprise the totality of the New Agreement including these Ts&Cs.
6. DELIVERY AND RISK
6.1 Delivery of the Services shall be effected by Consultant’s delivering the Physical Service to Client at the address provided to Consultant by Client in the Agreement, or to an alternative address agreed between the parties in writing.
6.2 Client or his agent must be available to accept personal delivery and sign acknowledgment of delivery and Client accepts full responsibility for the actings of said agent.
6.3 Consultant advises that if the packaging containing the Physical Service appears damaged when it is delivered to Client, then Client (or his agent) should not accept delivery.
6.4 Consultant recommends that, upon receipt of the Physical Service, Client should inspect them without delay; in the unlikely event that Consultant has delivered the wrong Physical Service to Client, or the item or items comprising the Physical Service is / are defective or damaged, Client must inform Consultant as soon as reasonably possible and in any event within 7 (seven) days.
6.5 If, for reasons beyond Consultant’s reasonable control, Consultant is unable to provide Client with the Physical Service that Client has ordered, Client will be contacted by Consultant as soon as possible; at that point, Client will be offered the choice of accepting a substitute Physical Service (if available) or a complete refund of any sums Client has paid, or cancellation of the Agreement.
6.6 All risk in the Physical Service shall pass to Client upon delivery.
7. NO Cancellation OF ORDER
7.1 Consultant’s Client is, in all cases, a professional person making the order in the course of his business.
7.2 Client has no right to cancel the order specified in the Agreement.
8. NO Return OF PHYSICAL ITEMS ORDERED
8.1 Consultant’s Client is, in all cases, a professional person making the order in the course of his business.
8.2 Client has no right of return of the Physical Service though in certain events, at the sole election of Consultant, Client may be permitted to return the Physical Service.
8.3 Without prejudice to what is stated above in this clause 8, Consultant’s policy on returns is subject to any rights Client may have under UK law.
8.4 Without prejudice to the generality of what is stated above in this clause 8, the provisions of clause 11, below, regarding a defective Physical Service will apply.
9. CLIENT`S OBLIGATIONS
9.1 Client must comply with any requirements as may be set out in the Agreement or otherwise agreed in writing between the parties.
9.2 Client shall be liable to compensate Consultant for any expenses incurred by Consultant as a result of Client’s failure to comply with the Agreement.
10. CONSULTANT’S OBLIGATIONS
10.1 Consultant shall give all advice and assistance on any matter within the scope of his duties under the Agreement.
10.2 Consultant warrants that he possesses the experience, skills and qualifications necessary to perform the Services and will perform the Services.
10.3 Consultant warrants that he will devote such time, attention and skill as in his opinion is reasonably necessary for the proper provision of the Services.
10.4 Consultant undertakes that he will perform such Services and exercise such powers as are assigned to him, up to and including completion of the Services to the reasonable satisfaction of Client.
10.5 Consultant agrees that the work shall be performed only by him and shall not substitute the services of any other person or persons in order to complete the Services unless such additional assistance or substitution is agreed in writing by Client; in the event that an additional person or substitute is permitted, Consultant shall be solely responsible for any fees which such person charges.
10.6 Unless otherwise agreed, Consultant shall design and construct the Surgical Appliances at his own premises using his own equipment.
11. WARRANTY AND REPLACEMENT
11.1 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Physical Service to be provided by Consultant.
11.2 Consultant warrants that as from the date of delivery for a period of 3 (three) months the Guides and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials; any additional warranties that may be described in the Agreement are third party manufacturers’ warranties only; without prejudice to the generality of what is stated in this clause 11.2, as the Guides are ultraviolet-sensitive, they must be stored in an ultraviolet-proof box at a room temperature of no less than 15ºC (fifteen degrees Centigrade) and no more than 35ºC (thirty-five degrees Centigrade).
11.3 All Physical Service items supplied are checked prior to despatch; however, if the item or items comprising the Physical Service delivered to Client is / are defective upon receipt, then Client may return the Physical Service to Consultant and request a replacement for the Physical Service; Consultant will re-examine the said item or items comprising the Physical Service upon their return to Consultant’s address, to ensure that the said item or items comprising the Physical Service was / were not damaged after it / they had left Consultant’s premises (for example, but not necessarily exclusively, to establish whether an insurance claim would be viable).
12. LIMITATION ON CONSULTANT’S LIABILITY
12.1 As part of the Services, Consultant will prepare a written guide (“SOP”) relating to the relevant orthopaedic procedure, but as Consultant will not be present at the operation it is of the essence of the Agreement that Consultant cannot be held responsible for any of the following:-
12.1.1 in the event that the surgical outcome is not ideal due to: (a) misuse of the Model, Guide or SOP properly provided by Consultant to Client under the Agreement, or (b) other misadventures occurring in the operating theatre during a procedure, including the use of the Guide and / or the SOP;
12.1.2 in the event that the surgeon does not perform the surgery properly despite being provided by Consultant with correctly-made Guides and appropriate SOPs;
12.1.3 in the event that the surgeon performing the procedure opts to follow Consultant’s guidance in the SOP, but the surgical outcome is not ideal, the parties agree that the surgeon retains primary responsibility for the case, so Consultant will have no liability for the said outcome, unless the Guide prepared by Consultant was incorrect.
12.2 Except in the case of human death or human personal injury arising from Consultant’s negligence, Consultant shall not be liable under any circumstances to Client, or any third party for any loss howsoever caused, nor for any expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by Client, or any third party.
12.3 In no event shall Consultant be liable to Client or to any third party, for any loss of business, loss of opportunity or loss of profits, or for any other indirect or consequential loss or damage whatsoever; this shall apply even where such a loss was reasonably foreseeable or where Consultant had been made aware of the possibility of Client or a third party incurring such a loss.
12.4 Consultant shall not be liable for loss or damage to any property (including but not necessarily limited to the Physical Service) left or stored by Client or by any other person in the premises which Client owns or in which Client works (whether such loss or damage to the property occurs before, during, or after supply of the Physical Service); Client hereby agrees to hold Consultant harmless from and to indemnify Consultant against all claims based upon or arising from such loss or damage to the said property.
12.5 For the avoidance of doubt, nothing in these Ts&Cs shall exclude or limit Consultant’s liability for human death or human personal injury resulting from Consultant’s negligence or that of its employees, agents or sub-contractors.
12.6 Consultant undertakes and agrees to have or to take out adequate insurance cover with a reputable insurer to cover the liability accepted by it under this clause 12 and agrees to produce, at Client’s request, a copy of the insurance policy or policies and relevant renewal receipts for inspection by Client.
12.7 The provisions of this clause 12 shall survive the termination of this Agreement for any reason.
13.1 Either party may terminate this Agreement forthwith by notice in writing to the other if the other party commits a material breach of this Agreement, as follows:
(a) where the breach is capable of being remedied, if the defaulting party fails to remedy it within 30 (thirty) calendar days of being given written notice from the other party so to do; or
(b) where the breach cannot be remedied under any circumstances.
13.2 Consultant shall have the right to terminate this Agreement with immediate effect by notice in writing to Client if Client fails to make any payment within 10 (ten) days of when it becomes due.
13.3 The Consultancy may be terminated by either party by one party giving one month’s written notice to the other party.
13.4 Upon the termination of this Agreement, Client shall immediately deliver up to Consultant all physical and electronic files, documents, papers, design information and apparatus, equipment, specimens and records of whatsoever nature or description which may be in his possession or control and which belong to Consultant and no copies of any such documents, papers, specimens and records shall be retained by Client.
14. Consultant’s INTELLECTUAL PROPERTY RIGHTS
The following will apply to Consultant’s Intellectual Property Rights (“CIPR”):-
14.1 Client acknowledges and agrees that all Consultant’s Intellectual Property Rights in the Services, the content of these Ts&Cs, the Agreement of which they form part and the Website are solely the property of Consultant.
14.2 Specifically, Client agrees that any and all intellectual property rights arising out of or relating to the Services done by Consultant vests (or will be caused by Client to vest) wholly and exclusively in Consultant or its nominee as CIPR; Client shall retain no title, right or interest, whether legal or beneficial, including moral rights, in any such intellectual property rights.
14.3 Client shall communicate to Consultant full details of all results from the Services (including results emanating from any inventions of or developments occurring from Consultant’s Services) during the term of the provisions of the Services and for a period of 1 (one) year after the end of the provision of the Services ("the Results").
14.4 Infringement of any of the CIPR will result in legal action by Consultant.
14.5 The following relates to a Licence granted by Client in favour of Consultant as a condition of the Agreement of which these Ts&Cs form part:-
14.5.1 For a one-time fee of £10 (ten Pounds Sterling) whether demanded or not (“Licence Fee”) Consultant shall have the perpetual, worldwide licence (“Licence”) to use anonymised images, video and other materials for the purposes of training and publication.
14.5.2 By way of example (but not necessarily exclusively) the Licence would include CAD, CT and X-Ray images, photos and videos sent to Consultant by Client.
14.5.3 Any or all of the items described or referred to above in this clause 14.5 would form the “Licence Subjects”).
14.5.4 For the avoidance of doubt, the Licence Fee would be paid once only (i.e. a “once-and-for-all” charge) to cover all of the Licence Subjects).
14.6 The provisions of this Clause 14 shall continue to apply after the termination of the Agreement for whatever reason.
15. FORCE MAJEURE
15.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the total or partial delay or failure results in failure of performance by it or its duties and obligations under the Agreement from force majeure, being events or circumstances outside its reasonable control (including, but not limited to: acts of God, strikes, lock outs, accidents, war, civic commotion, insurrection, fire, the act or omission of government or state, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the delay or failure in manufacture, production, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature, supply by third parties of equipment or services, or any other reason beyond the reasonable control of the party delaying or failing to perform).
15.2 If either party is unable to perform its duties and obligations under this Agreement as a direct result of the effect of one of the reasons set out in Clause 15.1 above (“Delayed Party”) that party shall give the other party written notice setting out full details of the reason why it is unable to perform its duties or obligations. The operation of the Agreement shall be suspended during the period (and only during the period) during which the reason continues. Forthwith upon the reason ceasing to exist, the party relying upon it shall give written advice to the other of this fact. If the reason continues for a period of one month or longer and thus substantially effects the medical and commercial intention of this Agreement, the party not claiming relief under this Clause 15 shall have the right to terminate this Agreement upon giving 10 (ten) days’ written notice of such termination to the Delayed Party.
16. Data Protection and Privacy
16.1 By ordering the Services from Consultant, Client agrees to the use by Consultant of Client’s personal details in order to provide the Services to Client (which may involve passing on of the said personal details to relevant third parties such as credit card companies, insurance companies and delivery firms) and to enable Consultant to send to Client further information about Consultant’s services and products.
16.2 Consultant will not share the data amongst third parties without Client’s prior, written permission.
16.3 If Client breaches the Agreement, then Client’s personal data may be disclosed or passed to third parties to the extent necessary to assist recovery procedures.
16.4 Each party consents to allow the other party to contact it by post, email, SMS and / or phone.
16.5 Client may request Consultant to stop using Client’s data or contacting Client in particular ways (other than as is necessary for the performance of Consultant’s obligations under the Agreement, or as permitted by law) by contacting Consultant at the email address shown on the Agreement.
16.6 Consultant may disclose Client’s personal information if Consultant is required so to do by law.
17.1 Both parties shall at all times keep secret and confidential all information relating to the other party’s business, finances and affairs or that of any of its subsidiaries and the projects, business, finances and affairs of its clients and their subsidiaries.
17.2 Because of the particularly sensitive and specialised nature of the Services, Client shall not use or disclose to any person any information which Client acquires from Consultant in connection with or as a result of the performance of the Agreement or any information relating to the Services which arises out of Consultant’s services under this Agreement, save only to the extent that such information is:-
17.1.1 already in Client’s possession other than as a result of a breach of this clause 17;
17.1.2 or the information has at the relevant time become already in the public domain other than as a result of a breach of this clause 17;
17.1.3 expressly stated by Consultant in writing or by electronic mail to Client to be non-confidential;
17.1.4 required to be disclosed by Client by operation of law;
17.1.5 disclosed to Client’s professional advisers, who, prior to the disclosure, are made fully aware of the confidential nature of the information;
17.1.6 disclosed if Consultant has given its prior approval in writing or by Electronic Mail to such disclosure.
17.3 Client undertakes to procure that any assisting person or substitute in the provision of the Services will be bound in equal manner to itself under this clause 17.
18. SEVERABILITY AND WAIVER
18.1 Severability: If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
18.2 Waiver: No failure or delay on the part of either party to exercise any right or remedy under this Agreement, including these Ts&Cs, shall be construed or operated as a waiver or such right or remedy, nor shall any single or partial exercise of any right or remedy, as the case may be. The rights and remedies provided in this Agreement, including these Ts&Cs, are cumulative and are not exhaustive of any rights or remedies provided by law.
19. NOTICES AND VARIATION
19.1 Any notices to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to the address of the other party stated in this agreement or such other address as the other party has notified, or by Electronic Mail, all as specified in the Agreement.
19.2 No variation of the Agreement, or any oral promise or commitment related to it, shall be valid unless:
(a) also made, in advance, in writing and signed by or on behalf of both Consultant and Client, or
(b) also made by one party by electronic mail and accepted in writing or by Electronic Mail by the other party.
19.3 The Agreement shall not be amended, modified, varied or supplemented except in writing signed by the duly authorised representatives of the respective parties.
20. NO EXCLUSIVITY OR CONFLICT
Subject to Consultant’s obligations to Client under this Agreement, Consultant may engage in other consultancy activities which are consistent with and do not conflict in any way with the provision of the Services.
21. INDEPENDENT CONTRACTORS
21.1 Consultant and Client are contracting independently of each other and neither is the agent of partner of the other.
21.2 The parties are not joint venturers of the other.
21.3 Neither party has the authority to bind the other to any third party or act as the representative of the other, unless otherwise expressly agreed to in writing by both parties.
21.4 For the avoidance of doubt, Consultant is not an employee of Client; under the Agreement, Consultant is under a contract for services.
22.1 Nothing in this Agreement is intended to, nor shall it, confer any rights on any third party.
22.2 These Ts&Cs do not affect the Client’s statutory rights.
22.3 From time to time, these Ts&Cs may be varied and superseded by the issue of new terms and conditions, which will be made available for inspection on the Website.
23. ENTIRE AGREEMENT
23.1 Save as may be agreed subsequently in writing or by Electronic Mail, the Agreement, including these Ts&Cs, contains the entire agreement (“Entire Agreement”) between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
23.2 Neither party shall be entitled to rely on any agreement, understanding or arrangement which is not expressly set out in the Entire Agreement.
24. ELECTRONIC SIGNATURES
24.1 The parties agree that these Ts&Cs and the Agreement or Agreements of which they form part will be executed validly by both parties by means of an agreed form of electronic signature.
24.2 Both parties confirm that they have the authority to execute these Ts&Cs and the Agreement or Agreements.
25. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.