Member Terms and Conditions
DEFINITIONS
In these Terms and Conditions, the following words and phrases shall have the following meanings:
“Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and the expression “change of control” shall be construed accordingly;
“Management Fee” the fee payable to VetShare by the VetShare Member calculated and paid in accordance with the provisions of Clause 4.2.
“FairShare Payment” the annual loyalty credit payment available to VetShare Members paid in accordance with Clause 5.
“Manufacturer” a manufacturer/supplier of Products.
“MiPet Products” means any product subject to the MiPet trademark (EU011553261).
“VetShare Member” The practice that has registered with VetShare.
“Products” such products including (but without limitation) drugs, consumables and ancillary products.
“Services” any additional discounted services provided to the VetShare Member by the Service Providers by virtue of the VetShare Member’s membership of VetShare as nominated by VetShare to the VetShare Member from time to time.
“Service Provider” the approved suppliers of the Services.
“Term” this agreement shall commence on the date of signature and shall continue unless and until terminated in accordance with clause 3.
“Veterinary Professional Price” the standard list price published by the relevant manufacturer or wholesaler from time to time.
“Veterinary Wholesaler” the veterinary wholesaler nominated by the VetShare member from time to time.
“VetShare Statement” any statement submitted by VetShare to the VetShare Member
INTERPRETATION
Unless the context requires otherwise:
1.1 - words importing the singular number shall include the plural and vice versa, any words importing any particular gender shall include all other genders.
1.2 - references to persons shall include bodies of persons whether corporate or unincorporated.
1.3 - Any reference in this agreement to any statute or statutory provision shall be construed as referring to that statute or statutory provision as the same may from time to time be amended, modified, extended, re-enacted or replaced (whether before or after the date of this agreement) and including all subordinate legislation made under it from time to time.
1.4 - Headings contained in this agreement are for reference purposes only and shall not be incorporated into this agreement and shall not be deemed to be any indication of the meaning of the clauses and sub-clauses to which they relate.
1.5 - This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
1.6 - The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
1.7 - This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them relating to its subject matter.
1.8 - Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty that is not expressly set out in this Agreement. Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.
1.9 - If any term or provision in this agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of this agreement and the enforceability of the remainder of this agreement shall not be affected.
VETSHARE BENEFITS
2.1 - VetShare Members shall during the term of their membership be entitled to receive rebates from manufacturers on purchases which they make of the Products whilst a member. Product rebates, (calculated by using either the Manufacturers Recommended List Price or the member’s Wholesaler List price at the Manufacturers sole discretion) which are received by VetShare, shall be passed to the VetShare Member through the monthly invoice process set out in clauses 4.1 and 4.2 below. These rebates received are on behalf of the member and VetShare is simply a facilitator of this rebate payment. The VetShare Member shall remain solely responsible for the VAT treatment of all rebates and payments under this Agreement.
2.2 - VetShare Members shall also be able to purchase discounted Services directly from the Service Providers during the term of their membership. Such discounted Services shall be invoiced in accordance with clause 4.3 below.
2.3 - VetShare Members are entitled to purchase MiPet Products; these are only for use by VetShare Members and their clients, they must not be sold or passed on to a 3rd party under any circumstances. If any VetShare Member (including their staff or employees) is found to be contravening this rule, VetShare may terminate membership immediately, acting reasonably, where it reasonably believes that the VetShare Member, its employees or agents have breached this clause. Upon receipt of notice to terminate membership MiPet logins will be suspended and MiPet products will no longer be available to purchase.
2.4 - The VetShare Member will order Products from the Veterinary Wholesaler directly, acknowledging and agreeing that VetShare is not party to any contract of sale between the VetShare Member and the Veterinary Wholesaler and that VetShare has to the fullest extent permitted by law, VetShare shall have no liability to the VetShare Member in respect of the quality or fitness for purpose of any of the Products supplied by the Veterinary Wholesaler.
2.5 - The VetShare Member will instruct the Veterinary Wholesaler to send all purchase invoices/statements directly to itself for payment and VetShare has no responsibility for any payments with the Veterinary Wholesaler.
2.6 - If the VetShare Member benefits from any individual discount with the Veterinary Wholesaler (including but not limited to wholesaler contingent discount and electronic ordering discount) then this is not affected by this agreement and is negotiated by the VetShare Member directly with the Veterinary Wholesaler.
TERMINATION
3.1 - Either party may terminate this Agreement by giving not less than three months' prior written notice in accordance with the notices clause.
3.1.1 - If a correct notice is not provided by the Member, then the Member will be invoiced a fee for early exit. This is calculated as an average monthly Administration Fee paid in the previous twelve months before exit, multiplied by 3. The parties acknowledge that the early termination fee represents a genuine pre-estimate of the loss likely to be suffered by VetShare as a result of early termination.
3.2 - This agreement may be terminated immediately by VetShare if:
3.2.1 - payment for the Services invoiced to the VetShare Member by VetShare is not received within the specified time as stated in clause 4.4
3.2.2 - the VetShare Member:
3.2.2.1 - is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
3.2.2.2 - enters administration, liquidation or receivership;
3.2.2.3 - enters into any composition or arrangement with its creditors (other than for the purposes of a solvent reconstruction); or
3.2.2.4 - becomes subject to any analogous insolvency event in any jurisdiction.
3.2.3 - the VetShare Member contravenes clause 2.3
3.2.4 - the VetShare Member undergoes a change of control;
3.2.5 - the VetShare Member commits any other material breach of this agreement.
MONTHLY DOCUMENTATION
4.1 - VetShare will produce a monthly statement of rebates due from Manufacturers, each calendar month for previous month’s purchases; these are inclusive of any VAT if paid by the manufacturer on behalf of the member. Any VAT adjustments are the responsibility of the VetShare Member as set out in clause 2.1
4.2 - A separate invoice for Management Fees will be produced. The Management Fee will be calculated as 1.5% of the Wholesaler (List) Price total value of Products purchased or distributed by your nominated veterinary wholesaler, before discounts and VAT, the Management Fee is calculated on a monthly basis, and charged one month in arrears and deducted from the rebate payment made to the VetShare Member.
4.2.1 - Where the rebate payment is less than the Management Fee charged a Direct Debit will be collected instead. A separate document will be sent to the VetShare Member to advise of the collection date and amount, detailing any credit from the rebate used against the Management Fee.
4.2.2 - VetShare reserves the right to charge a minimum Management Fee of £20 a month which will be collected as per Clause 4.2 or 4.2.1
INVOICES FOR SERVICES
4.3 - The majority of Service Providers will invoice the VetShare Member directly, and the VetShare Member will be responsible for paying those invoices in full and on time. If VetShare have negotiated a discount on this Service then the Service Provider will apply this at statement, but it is the Member’s responsibility to advise the Service Provider of this arrangement. Where any Services are invoiced via VetShare the VetShare Member will receive an invoice and the payment will be collected by Direct Debit on or around the 20th day of each month pursuant to Clause 4.4. For the avoidance of doubt, where VetShare arranges Services it acts only as billing and collection agent unless expressly stated otherwise.
PAYMENT OF INVOICES
4.4 - The amount payable under the VetShare Invoice will be taken via Direct Debit from the VetShare Member’s bank account on the 20th of each month (unless this date falls on a Saturday, Sunday or Bank Holiday, when the Direct Debit will be taken on the working day immediately thereafter.)
4.5 - VetShare will provide details of the payment schedule due. Any practice wishing to use Services where VetShare invoice you directly, will need to have a Direct Debit in place before they can order goods from this Service provider.
4.6 - If any amount payable under this Agreement is not paid when due, VetShare may charge interest on the overdue amount at a rate of 5% per annum above the Bank of England base rate from time to time.
VetShare reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
4.7 - If any VetShare Invoice is not paid in accordance with this agreement then VetShare will be entitled to undertake any or all of the following actions at their absolute discretion:
4.7.1 - terminate this agreement pursuant to clause 3.2.
4.7.2 - pursue the VetShare Member through any legal means necessary to recover the outstanding sum including (but not limited to) action in any court of competent jurisdiction and the use of debt collection or management agencies. In addition, the VetShare Member hereby agrees to pay all costs incurred by VetShare in relation to measures taken pursuant to clauses 4.7.1 or 4.7.2 on a full indemnity basis together with all legal, enforcement and debt recovery costs reasonably incurred.
FAIRSHARE ANNUAL PAYMENT
5 - VetShare Members shall, subject to its ongoing compliance with these Terms and subject to meeting the criteria set out in Appendix 1 be eligible to receive the FairShare Annual Payment. This will be applied as a Credit Note against Management Fees each January, in accordance with Appendix 1.
ARBITRATION
6 - The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement.
CONFIDENTIALITY
7.1 - Each party shall at all times use all reasonable endeavours to keep confidential (and to procure that its employees and agents shall keep confidential) any confidential information which it or they may acquire in relation to the business and affairs of the other party to this agreement and shall not use or disclose such information except with the consent of that other party or in accordance with the order of a court of competent jurisdiction.
7.2 - The obligations of each of the parties contained in sub-clause 7.1 shall continue for not less than 24 months after the end of the Term but shall cease to apply to any information coming into the public domain otherwise than by breach by any such party of its obligations contained in this agreement provided that nothing contained in sub-clause 7.1 shall prevent any party from disclosing any such information to the extent required in or in connection with legal proceedings arising out of this agreement.
LIMITATION OF LIABILITY
8.1 - Nothing in these conditions shall limit or exclude VetShare’s liability for:
8.1.1 - death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
8.1.2 - fraud or fraudulent misrepresentation.
8.2 - Subject to clause 8.1:
8.2.1 - VetShare shall under no circumstances whatsoever be liable to VetShare Member, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these conditions or; and
8.2.2 - Notwithstanding clause 8.2.1, VetShare’s total liability to the VetShare Member in respect of all other losses arising under or in connection with these conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Management Fees paid in the previous three months
VARIATION
9 - VetShare may amend these Terms and Conditions from time to time by giving the VetShare Member not less than 30 days' written notice of the proposed amendment, including by email or by publication on the VetShare website. Any such amendment shall take effect on the date specified in the notice. The VetShare Member's continued membership of VetShare, continued purchase of Products or Services, or continued payment of any fees after the effective date of the amendment shall constitute acceptance of the amendment. If the VetShare Member does not wish to accept the amendment, its sole remedy shall be to terminate this Agreement in accordance with clause 3.1.
SUCCESSORS IN TITLE
10 - The Agreement shall be binding upon and enure to the benefit of VetShare and the VetShare Member and their respective successors and assigns.
DATA PROTECTION
11 - Each party shall comply with all applicable requirements of:
11.1 - the UK General Data Protection Regulation (UK GDPR);
11.2 - the Data Protection Act 2018;
11.3 - the Privacy and Electronic Communications (EC Directive) Regulations 2003; and
11.4 - all applicable legislation relating to privacy and data protection.
11.5 - The parties acknowledge that, unless otherwise agreed in writing, each party acts as an independent controller in relation to personal data processed under this Agreement.
11.6 - Each party shall implement appropriate technical and organisational measures to protect personal data from accidental or unlawful destruction, loss, alteration, unauthorised disclosure or unauthorised access.
THIRD PARTY RIGHTS
12 - A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
NOTICES
13 - Any notice given under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or other next Business Day delivery service, or sent by email to the address notified by the receiving party.
A notice shall be deemed received:
- if delivered by hand, on signature of a delivery receipt;
- if sent by pre-paid post, at 9.00 am on the second Business Day after posting; and
- if sent by email, at the time of transmission provided that no delivery failure notice is received.