Ask A Vet User Terms
Dated 26 January 2023
Parties
Ask Platform means Ask A Vet Solutions Pty Ltd (ACN 649 625 141) of NSW 2088, contactable on drduncanhouston@gmail.com.
User means you, the Vendor or Customer using Ask Platform's Service, contactable on the email you use to establish your Account on the Service.
Background
Capitalised words and phrases are defined in the "Definitions" section of this document unless otherwise specified.
Ask Platform operates where Customers can ask Vendors animal health questions. Both Customers and Vendors are a User for the purposes of this document.
The User will use the website on the terms and conditions of the Agreement.
It is agreed as follows.
1. Agreement
User agrees to the terms of the Agreement with the clickwrap procedure on the Service.
Ask Platform grants User a right to use the Service subject to the terms and conditions of the Agreement.
The Agreement will apply until it is terminated.
User will not use the Service unless User is over 18 years of age.
1. LICENSE
Subject to the terms and conditions of this EULA, the Developer grants you a limited, non-exclusive, non-transferable, revocable license to use the App on any iOS device that you own or control. The App is licensed, not sold, to you.
2. RESTRICTIONS
You may not:
2.1. Modify, reverse engineer, decompile, or disassemble the App, in whole or in part.
2.2. Copy, reproduce, distribute, or create derivative works from the App.
2.3. Remove or obscure any proprietary notices or labels from the App.
2.4. Use the App in any manner that could damage, disable, overburden, or impair the Developer's servers or networks.
2.5. Use the App for any unlawful purpose or in violation of any applicable laws or regulations.
2.6. Share your login credentials with others.
3. SUPPORT AND UPDATES
The Developer may provide support and updates to the App. Such updates may be necessary to continue to use the App. You consent to receive these updates automatically and understand that the App may not function correctly if you do not install these updates.
4. PRIVACY
The App may collect and use information about your use of the App, as well as personal information as described in the Privacy Policy. By using the App, you consent to the collection and use of this information as described in the Privacy Policy.
5. TERMINATION
This license is effective until terminated by you or the Developer. Your rights under this license will terminate automatically without notice from the Developer if you fail to comply with any term(s) of this EULA. Upon termination of this license, you shall cease all use of the App and delete all copies of the App from your iOS device.
6. DISCLAIMER OF WARRANTIES
THE APP IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE DEVELOPER DOES NOT WARRANT THAT THE APP WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT DEFECTS WILL BE CORRECTED.
7. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE DEVELOPER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE USE OF THE APP, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE FORM OF ACTION.
8. GOVERNING LAW
This EULA is governed by and construed in accordance with the laws of the jurisdiction in which the Developer is located, without regard to its conflict of law principles.
9. CONTACT INFORMATION
If you have any questions about this EULA, please contact the Developer at drduncan@askavet.com.
By installing and using the Ask A Vet App, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions of this EULA.
Last updated: 10th September 2023
Ask A Vet Solutions Pty Ltd
drduncan@askavet.com
[Apple Inc. is not a party to this EULA and is not responsible for the App or its content.]
2. Marketplace Provider
Offerings
The appearance of a Vendor, brand, product or service on the Service is not an endorsement or guarantee of any kind by Ask Platform.
Question fees
Customer will pre-purchase Questions at the rates described on the Service at https://www.askavet.com/.
Customers agree that amounts paid to Vendors and Ask Platform are non-refundable to the fullest extent available under the law.
Vendor agrees to pay Ask Platform 30% of the amount paid by Customer, minus GST, under a Transaction.
Restraint
The parties undertake not to transact with each other except by using the Service.
Ask Platform non-involvement
Ask Platform facilitates Transactions between users of the Service, but has no relationship at law with the Transactions between users of the Service.
User agrees to make a good faith effort to resolve conflicts between itself and any other User of the Service (including in connection with Transactions) without the involvement of Ask Platform in any way whatsoever.
Any User operating as a Vendor is responsible for checking the legality of User's provision of veterinary advice on the Service.
3. Transactions
Questions
Vendors and Customers agree to Transactions as follows:
Customer will submit a Question to the Service as an offer to Vendors on the Service;
Customer's submission of a Question will constitute a use a single credit on the Service;
Vendor will choose to accept a Question, which will constitute an acceptance to enter the Transaction;
Vendor will provide an answer to the Question promptly and no later than within 24 hours of accepting the Question; and
Customers will have the right to a single follow up question to the Vendor response to the initial Question.
Vendor answers
Vendor will:
comply with all laws while providing goods and services under the Transaction; and
provide any Transaction services with due care, skill and diligence in accordance with the professional ethics and standards of the veterinary industry.
Communication and disputes
Vendor and Customer agree:
to communicate with each other in relation to the Transaction as soon as is practicable; and
in the event of a dispute in connection with the Transaction, the parties agree to work together in good faith to resolve the dispute without the involvement of Ask Platform.
Payment terms
All amounts described on the Service interface will be inclusive of GST.
Any reference to a payment by Stripe to a User below refers to the initiation of a payment, which may take Stripe 7 days to process.
Transaction payments will use the Stripe functionality governed by Stripe Marketplace at stripe.com.
Funds will be held by Stripe and dispersed to Vendor every two weeks, minus the Platform Fee which is dispersed to Ask Platform.
The full Transaction price, minus the Platform Fee will be paid to the Vendor.
4. Service Level
Customer agrees and acknowledges that:
the Service is not suitable for an animal health emergency;
all communications on the Service will take place via text and images on the Service;- the use of text and images to communicate about animal health is inherently limited as a method of communication;
Vendors will provide information to the Customer in response to the Question based on the information provided by the Customer
it is the Customer's responsibility to ensure the accuracy of the information in the Question;
it is Customer's responsibility to decide if the use of text and images to communicate about animal health is appropriate for Customer's situation; and
Customer should visit a veterinary practice in person if Customer requires a complete veterinary animal health check.
5. Vets
User will not register with the Service as a Vendor unless User is:
a fully qualified and registered vet with the right to practice in the location that they provide answers to Questions from;
providing services as a vet lawfully by using the Service;
able to provide services via the Service with an ABN; and
is fully insured to provide vet services via the Service.A Vendor registered with the Service will notify Ask Platform in the event of any change to Vendor's status in respect of the qualifying criteria above.
6. Service Accounts
Account undertakings
User agrees to:
provide accurate and complete information to Ask Platform to establish the Account;
keep details used to access the Account secure and private; and
notify Ask Platform in the event that the Account's security is compromised in any way.
Account responsibility
User agrees that it will be responsible for the Account's activity, even if the Account is used in an unauthorised way by another person.
7. Intellectual Property Protection
Ask Platform reserves the right to alter any element of the Service IP at its discretion.
User agrees not to reverse engineer any part of the Service IP.
No licence or right is granted over any intellectual property in the Service IP unless explicitly described in the Agreement.
User does not have any right to resell or sub-licence the Service IP unless the Agreement explicitly provides otherwise.
8. Privacy
Ask Platform will store and use the Personal Information of User in accordance with Ask Platform's Privacy Policy.
User is responsible for its own compliance with privacy law. Ask Platform does not promise that any use of the Services by User complies with any privacy law.
9. Data Rights
Ownership of Data
Ownership of the Data remains with User.
Data licence
User Grants A Licence over the Data to Ask Platform for the purpose of providing the Services and meeting any other obligations under the Agreement that is global, non-transferable, sublicensable, non-exclusive, royalty free and perpetual.
10. Acceptable Use
User agrees to use the Service in accordance with the law at all times and only in ways that the Service was designed to be used.
User agrees not to use the Service to communicate or store any Prohibited Information.
User agrees not to use the Service such that the use interferes with Ask Platform's ability to provide the same service to other parties.
The parties agree that a breach of this acceptable use clause gives Ask Platform the right to immediately suspend User's access to the Service until Ask Platform is reasonably satisfied that the use breaching this clause will be discontinued.
11. Authorised Users
User may authorise its employees or any other person to access the Services under the Agreement.
User is responsible for ensuring that users it authorises to access the Services comply with the Agreement and User is liable to Ask Platform for the activities with any such users.
12. Posted Information
User agrees that:
it is responsible for the legal consequences arising from Posted Content;
Ask Platform is in no way responsible for legal consequences arising from Posted Content;
unless otherwise indicated specifically, Posted Content will be deemed a disclosure of the Posted Content, which will make it publicly available;
Ask Platform may edit or remove Posted Content at its discretion; and
User promises that it will not, by posting Posted Content, infringe the Intellectual Property Rights of any third party, or cause Ask Platform to do so.
13. Relying on information
Ask Platform does not promise that any Service Content is complete or correct.
User agrees that it should verify any Service Content before relying on it in any way.
Ask Platform may change the Service Content at its discretion without any warning or notification to User.
To the extent that Service Content is third party advertising, User agrees that Ask Platform does not endorse the third party advertiser or any of its information, products or services.
14. Limitation of Ask Platform's Liability
The amount User can claim from Ask Platform in relation to the Agreement and Services is Limited To The Legal Minimum.
15. Indemnity by User
Vendor will indemnify and hold harmless Ask Platform and its officers, employees, agents and contractors from and against losses, claims, expenses, damages and liabilities (including taxes, fees and levies and including all legal cots on a full indemnity basis) arising from:
any breach of the Agreement by Vendor; and
any unlawful or negligent act or omission of Vendor.
16. Termination
Termination for breach
Ask Platform can terminate the Agreement immediately by written notice if:
it notifies the breaching party of an Agreement breach in writing; and
the breach is not remedied 5 Business Days after the breach notification.The non-breaching party's obligations under the Agreement will be suspended until the notified breach is remedied
Termination for convenience
Ask Platform may terminate the Agreement without giving reasons with 10 Business Days of written notice. The parties agree that this is reasonable given the number of agreements of a similar nature that convenience cancelling party has with other parties.
Insolvency
Ask Platform may terminate the Agreement immediately with written notice if User becomes insolvent.
Consequences of termination
For the avoidance of doubt, the termination of the Agreement will:
have no effect on any Transaction between users of the Service; and
will not halt the operation of the Stripe payment flow.
17. Dispute Resolution
Exclusions
This section will not apply to:
payments due to Ask Platform under the Agreement; or
a dispute between parties who are a User of the Service.
Parties will use dispute resolution
Where any dispute arises between Ask Platform and a User in relation to the Agreement, those parties must comply with the procedure described in this section to resolve the dispute before a party brings court proceedings.
Nothing in this clause prevents any party from bringing court proceedings for urgent injunctive, interlocutory or declaratory relief.
Process
The parties agree to the Dispute Resolution Discussion as the first step of any dispute between the parties.
18. Agreement Changes
Ask Platform may change the Agreement by notifying User in writing with 10 Business Days notice.
If User does not agree to the Agreement changes, User must cease using the Services.
19. Taxes
User will be liable for all duties and taxes connected with the Agreement.
User will be liable for taxes incurred under GST Law.
20. General Provisions
Governing law
The governing law of the Agreement will be the law of Victoria.
The parties agree that this state or territory will be the exclusive jurisdiction for any proceedings under the Agreement.
Notice
Parties will send notices and other written communications connected with the Agreement to the contact details listed in the "Parties" section.
Agreement technicalities
The parties agree to:
the Boilerplate Provisions; and
the Interpretation Principles.
Definitions
Account
means a digital account for the purpose of the Services.
Agreement
means the agreement arising between the parties in accordance with this document and the other documents referred to by this document.
Boilerplate Provisions
The following sections apply to the Agreement.
Further assurances
The parties agree to do everything required to give full effect to the Agreement.
Entire agreement
The Agreement and any other document incorporated by reference constitute the entire legal agreement. The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.
Electronic signature
The Agreement may be executed or entered into electronically.
Counterparts
The documents constituting the Agreement may be executed in multiple counterparts. The counterparts will be read as one legal document.
Waiver
No right or obligation under the Agreement will be waived unless the waiver is explicitly made in writing.
Severance
Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting any other term in the Agreement.
Binding on successors
The Agreement is binding on each party's successors and permitted assigns.
Agreement expenses
The parties will cover their own expenses in preparing the Agreement documents.
Business Days
means a day, between the hours of 9am to 5pm, in the jurisdiction of the governing law of the Agreement (Area), that is not:
a Saturday or Sunday; or
a public holiday, special holiday or bank holiday in the Area.
Compulsory Condition, Compulsory Conditions
means any condition, warranty or guarantee that the law does not permit to be limited or excluded (such as the consumer guarantees under the _Competition and Consumer Act_ 2010 (Cth)).
Customer, Customers
means any user of the Service purchasing Questions.
Data
means any data or information conveyed to the Service by User.
Dispute Resolution Discussion
The party claiming that there is a dispute must provide notice of the dispute in writing to the other party that includes full and detailed particulars of the dispute (Dispute Notice).
The party receiving the Dispute Notice must respond in writing to the initiating party with a response that includes full and detailed particulars of its position on the dispute within 10 Business Days (Dispute Response).
Within 10 Business Days of the Dispute Response due date both parties must arrange a meeting between representatives (in person or on the telephone) with sufficient authority to resolve the dispute (Resolution Meeting).
The discussion process above will be deemed to have ended if there is no resolution within 10 Business Days of the Resolution Meeting or a written agreement between the parties to extend this deadline.
GST Law
means the A New Tax System (Goods and services Tax) Ac_ 1999 (Cth).
Grants A Licence
means that:
The licensor grants the licensee a licence to the Intellectual Property Rights in the licence subject for the licence purpose.
The licence granted above will be subject to any terms and conditions specified in the clause.
The licensor warrants that the licensee's legitimate exercise of the licensed Intellectual Property Rights for the licence purpose will not infringe the rights of any third party.
The licensor warrants that it will give and obtain any moral rights waivers and consents necessary to ensure the licensee can use the Intellectual Property Rights for the licence purpose without infringing moral rights.
Intellectual Property Rights
means all present and future rights conferred by common law, equity or statute connected with the results of intellectual activity, as well as the benefit of any application to register, renew or extend such a right.
Interpretation Principles
The Agreement will be interpreted as follows unless it explicitly states otherwise.
Grammatical Forms
In this document grammatical forms will be interpreted as follows:
headings are for convenience and will not affect interpretation; and
"$" means the Australian dollar.
Definitions
Parameters in definitions are indicated with italic text.
Defined terms are capitalised and not legally effective except as described below.
Provisions using definitions with parameters (Parameter Provisions) are not legally effective except as described below.
Parameter Provisions will be read as replaced with the rights and obligations in the definition, and parameters will be substituted with the equivalent concepts in the Parameter Provision on a plain reading of it.
The Parameter Provision may stipulate exceptions, which will be read as an exception to the rights and obligations in the definition.
Where a definition refers to rights and obligations as "these" or "this" it refers to those created by the replacement of the Parameter Provision with the definition.
Limited To The Legal Minimum
The limited party deals with the limiting party in respect of the limitation subject at its own risk. To the fullest extent permitted by law, limiting party excludes all liability (including consequential loss) to limited party for any liabilities connected directly or indirectly with the limited party and limiting party dealings in relation to the limitation subject, including liabilities based on:
contract law;
tort law; or
legislation,and including liabilities caused by any limitation risks.
Indemnities not limited
The foregoing limitation of liability will not apply to indemnities given by limiting party to limited party under the Agreement.
Implied Conditions
To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the limiting party and the limited party in respect of the limitation subject are excluded from the Agreement.
Compulsory Conditions
To the fullest extent permitted by the law, limiting party's liability to the limited party for breaching a Compulsory Condition in relation to the limitation subject is limited to:
in a case where a breach is deemed to be a breach in respect of goods:
the replacement of the relevant goods or the supply of equivalent goods;
the repair of the relevant goods;
the payment of the cost of replacing the relevant goods or of acquiring equivalent goods; or
the payment of the cost of having the relevant goods repaired; and
in a case where a breach is deemed to be a breach in respect of services:
the resupply of the relevant services; or
payment of a sum equal to the cost of resupplying the relevant services.The _limiting party_ will choose which of these options will apply.
Personal Information
means any information that is categorised as 'personal information' or 'personal data' under privacy law, or is otherwise regulated by privacy law.
Platform Fee
means the fee paid to Ask Platform by Vendor, which is equal to 30% of the full Transaction price.## Posted Contentmeans any content or information posted by User that is available to third parties.
Privacy Policy
means Ask Platform's privacy policy published at the domain askavet.com.
Prohibited Information
means information:
that could reasonably be considered racist or hate speech;
that infringes the intellectual property rights of a third party;
to harass any third party;
that is pornographic in nature;
that could reasonably be categorised as 'malware'; or
that is unlawful.
Question, Questions
means the functionality provided by the Service for a Customer to ask a Vendor a question using prescribed information fields.
Service, Services
means the veterinary service marketplace web app askavet.com connecting vets with people asking questions about animal health, and facilitating payments through Stripe.
Service Content
means any information, content or data provided with or in association with the Services.
Service IP
means the Intellectual Property Rights in the Services provided.
Stripe
means the functionality known as "Stripe Marketplace" provided by Stripe, Inc.
Transaction, Transactions
means an agreement between Vendor and Customer for Vendor to provide advice using the Service.
Vendor, Vendors
means any vet using the Service to sell advice and answers to Customers.
