Terms & Conditions

This agreement (Agreement) is between Curious Cat Pty Ltd ACN 661 147 048 (VetIQ, we, us) and the customer identified in any applicable order form (Customer, you). It sets out the terms and conditions which govern the provision of the VetIQ services and the collection, use, ownership, hosting and sharing of data accessed from the Customer's practice management system and related systems by VetIQ.

By clicking the box indicating your acceptance of this Agreement, by executing an order form that references this Agreement or by accessing or using the Services, you acknowledge that you have read, understood and agreed to be bound by all of these terms and conditions.

This Agreement commences on the Commencement Date and continues until terminated in accordance with its terms.

4.1

This Agreement comprises:

1. any Order Form;
2. these Terms and Conditions; and
3. any schedules, attachments or documents attached to, or incorporated by reference in, any of the above documents.

4.2

To the extent of any inconsistency in the terms and conditions of the above documents, the inconsistency is to be resolved in the descending order of precedence set out in clause 4.1.

5.1

VetIQ will provide the Services to the Customer as specified in an Order Form and as otherwise agreed in writing.

5.2

The Services include analytics, dashboards, insights, benchmarking (where opted in) and related tools designed to assist veterinary practices to understand and improve clinical, operational and commercial performance.

5.3

To provide the Services, VetIQ may connect to, and ingest data from, one or more of the following systems used by the Customer:

1. practice management systems (PMS), such as Vision, EasyVet, RX Works and other similar systems;
2. bookkeeping and accounting systems;
3. rostering and scheduling systems; and
4. VetIQ applications and services, including user accounts, roles, configurations and usage logs.

5.4

Unless expressly agreed otherwise in writing, VetIQ's connection to the Customer's PMS and other integrated systems is read-only and does not alter or delete records in the source systems.

5.5

The parties acknowledge and agree that the Customer will install, or VetIQ may install on the Customer's behalf, the Software on or in connection with the Practice Management System and related systems for the purpose of VetIQ providing the Services.

5.6

VetIQ may notify the Customer and provide updates, enhancements, modifications or new releases (Updates) for the Software for the purposes of improving performance or resolving issues. The Customer consents to VetIQ installing such Updates on the Practice Management System or related systems at VetIQ's discretion.

6.1

For the purposes of this Agreement, the data accessed, retrieved, imported and/or transmitted by VetIQ from the Customer's systems (Data) may include:

1. practice and business data: invoices, transactions, revenue items, cost items, inventory movements and similar operational records;
2. clinical data: consultations, treatments, medicines dispensed, visit history and basic patient/animal information;
3. client data: owner and contact details, service history and preferences to enable client-specific analysis and reporting;
4. staff and veterinarian data: identifiers, performance metrics, caseloads and activity metrics;
5. product and service data: products sold, services performed, pricing, codes and categories; and
6. any additional metrics or data types requested by the Customer that are necessary for VetIQ to provide the Services.

6.2

As between the parties, the Customer retains ownership of all rights, title and interest (including Intellectual Property Rights) in the Data. Nothing in this Agreement transfers ownership of the Data to VetIQ.

6.3

For most processing activities under this Agreement, including accessing and analysing the Data to provide the core Services, VetIQ acts as a service provider or data processor on behalf of the Customer, who is the data controller or equivalent under applicable Privacy Laws.

6.4

VetIQ may act as an independent controller in respect of:

1. De-Identified Data and Aggregated Data (as defined in clause 25) used for benchmarking, industry insights, internal product development and research; and
2. its own business records, logs, security data, account data and usage data relating to the operation and security of the Services.

6.5

The Customer is responsible for ensuring that it has all necessary rights, consents and authorisations to provide the Data to VetIQ and to permit VetIQ to process the Data in accordance with this Agreement and applicable Privacy Laws.

7.1

The Customer grants VetIQ the right to access the Customer's Practice Management System and other integrated systems and to retrieve, transmit, store, copy and use the Data in accordance with this Agreement for the purposes of providing the Services.

7.2

The Customer acknowledges and agrees that the legal basis on which VetIQ processes Data in providing the Services may include:

1. performance of this Agreement (and any Order Form) between VetIQ and the Customer; and
2. VetIQ's and the Customer's legitimate interests in operating and improving veterinary practice analytics and related services, provided that such interests are not overridden by the rights and interests of data subjects under applicable Privacy Laws.

7.3

The Customer may be offered the ability to opt in to or opt out of certain optional processing activities, including:

1. benchmarking and industry insights that compare the Customer's performance against peers; and
2. research and data donation initiatives (for example with industry bodies or universities).

7.4

Unless otherwise stated in an Order Form, the Customer's participation in benchmarking, industry insights and research initiatives is optional and, if declined or withdrawn, will not prevent the Customer from using the core functionality of the Services.

7.5

The Customer may withdraw consent to connect its Practice Management System and integrated systems at any time by disconnecting or requesting disconnection of the relevant integration in accordance with VetIQ's standard processes. Withdrawal of consent may affect VetIQ's ability to provide some or all of the Services.

8.1

VetIQ may share limited data sets derived from the Data with carefully selected partners, for purposes such as product programs, rebate calculations, portfolio management and market insights, subject to this clause 8.

8.2

Unless otherwise expressly agreed in writing with the Customer, VetIQ will:

1. not provide partners with identifiable client/owner records or full raw copies of clinic databases; and
2. provide data to partners in Aggregated or De-Identified form, such that individual clients and, where practicable, individual veterinarians are not readily identifiable without the use of additional information.

8.3

The typical data shared with partners relates to product and service usage, including product types, volumes, timing and clinic-level usage patterns, but not identifiable client personal information.

8.4

VetIQ will ensure that its partner arrangements include obligations requiring partners to:

1. use the received data only for the agreed purposes;
2. keep the data secure and confidential;
3. not attempt to re-identify individuals from De-Identified or Aggregated Data; and
4. comply with applicable Privacy Laws.

8.5

Unless otherwise required by applicable Privacy Laws or expressly agreed by the parties, the Customer remains the controller of the Data provided to VetIQ for the core Services. Where VetIQ and a partner jointly determine the purposes and means of processing De-Identified or Aggregated Data, they may act as joint controllers for that specific processing under applicable Privacy Laws.

9.1

VetIQ uses machine learning and other automated processing to:

1. clean, classify and standardise Data from different practice management systems;
2. generate insights, forecasts and risk or opportunity scores; and
3. power chat assistants and similar tools that help the Customer query and understand its own data.

9.2

VetIQ performs this processing within environments it controls (for example, Microsoft Azure cloud environments) and does not use Customer Data to train or enrich public, general-purpose AI models (such as publicly available instances of ChatGPT or similar services).

9.3

VetIQ may use De-Identified and Aggregated Data to develop and improve its own models, algorithms and services, provided this is done in accordance with this Agreement and applicable Privacy Laws.

9.4

VetIQ's analytics, recommendations, benchmarking and scoring features may involve profiling or automated processing. However, these features are designed to support, and not replace, the Customer's own professional judgment and do not in themselves produce legal or similarly significant effects for individuals. The Customer remains responsible for clinical and commercial decisions made using or informed by the Services.

10.1

VetIQ will implement and maintain appropriate technical and organisational measures to protect the Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Data, having regard to the nature of the Data and the risks involved in processing it.

10.2

Without limiting clause 10.1, VetIQ will use reputable cloud hosting providers (including Microsoft Azure) and will implement measures such as encryption in transit and at rest, access controls, key management, network security groups, private endpoints and logging, as appropriate to the Services.

10.3

VetIQ will host the primary copies of the Data in a data centre location aligned to the region of the Customer's practice, for example:

1. Australia-based or New Zealand-based clinics: hosted primarily in Australian data centres;
2. clinics based in the United Kingdom or the European Union: hosted primarily in United Kingdom or European Union data centres (as applicable); and
3. clinics based in other regions: hosted in locations that are reasonably proximate to the Customer's region and consistent with applicable Privacy Laws and any data residency commitments in the Order Form.

10.4

VetIQ will not sell Personal Information. VetIQ will not transfer Personal Information outside the country or region in which it is hosted under clause 10.3 unless:

1. required for limited support, security or maintenance purposes and subject to appropriate safeguards (such as standard contractual clauses or equivalent mechanisms); or
2. required or permitted by applicable Privacy Laws.

10.5

Where applicable Privacy Laws in the jurisdiction in which the Customer is established (for example, the EU General Data Protection Regulation (GDPR) or the UK GDPR) impose stricter requirements in relation to the collection, use, disclosure, transfer or hosting of Personal Information than this Agreement, those local laws will prevail over this Agreement to the extent of any inconsistency for the relevant processing activities.

11.1

The Services support role-based access controls which permit different user roles (for example, clinic administrator, clinic member, partner user, VetIQ internal user) to access different levels of Data and functionality.

11.2

The Customer is responsible for:

1. designating its own users and assigning appropriate roles and permissions;
2. ensuring only authorised personnel have access to the Services and to the Customer's Data; and
3. promptly disabling or updating accounts when personnel leave the Customer or change roles.

11.3

VetIQ may log and monitor access to the Services and the Data, and the actions taken within the Services, for security, support, troubleshooting, service improvement and compliance with this Agreement and applicable law.

11.4

VetIQ will retain logs for a period that is reasonably necessary for the purposes in clause 11.3 and in accordance with its internal policies and applicable laws.

12.1

VetIQ may use De-Identified and Aggregated Data to provide benchmarking and industry insights to the Customer (for example, showing how the Customer's practice compares to peers on defined metrics) and, where agreed, to other customers and partners.

12.2

De-Identified and Aggregated Data used for benchmarking and industry insights will not identify individual clients, and will not identify the Customer or any individual veterinarian unless expressly agreed in writing by the Customer.

12.3

Participation in benchmarking and research programs may be subject to additional terms, consent forms or data processing agreements. Unless otherwise stated in the Order Form, participation is optional and the Customer may opt out in accordance with VetIQ's standard processes without losing access to the core Services.

12.4

VetIQ may support or participate in research and data donation projects with third parties such as universities, industry bodies or other organisations. Such projects will use De-Identified or Aggregated Data wherever practicable and will be subject to appropriate governance, ethical review (where required) and data-sharing terms.

13.1

Each party retains ownership of its Pre-Existing IPR. Nothing in this Agreement assigns any Pre-Existing IPR from one party to the other.

13.2

The Customer owns all Intellectual Property Rights in the Data.

13.3

VetIQ owns all Intellectual Property Rights in the Software, the Services, the platform, data models, templates, tools and any Reports and Deliverables it creates (excluding the Data itself).

13.4

VetIQ grants the Customer a non-exclusive, non-transferable, non-sublicensable licence for the term of this Agreement to access and use the Services, Reports and Deliverables for the Customer's internal business purposes, subject to any restrictions specified in the Order Form.

13.5

The Customer grants VetIQ an irrevocable, transferable, worldwide, perpetual, royalty-free, sub-licensable licence to use, reproduce, modify, adapt, enhance, create derivative works from, publish or distribute De-Identified and Aggregated Data for research, analysis, industry reporting, benchmarking and product development, provided that such use complies with clause 7 and clause 12 and does not identify the Customer, its personnel or its clients without the Customer's express written consent.

14.1

VetIQ will perform the Services with due skill and care and to a standard consistent with industry good practice for similar services.

14.2

VetIQ will use encryption and secure transmission protocols (such as Transport Layer Security (TLS)) when transmitting Data between the Customer and VetIQ.

14.3

The Customer acknowledges that use of the Services may be subject to interruptions, delays or other issues inherent in the use of the internet and electronic communications, and that VetIQ is not responsible for delays, delivery failures or other damage resulting from such problems beyond its reasonable control.

15.1

The Customer is responsible for:

1. providing VetIQ with the co-operation, access and information reasonably required to provide the Services;
2. complying with all applicable laws (including Privacy Laws) in connection with its use of the Services and its provision of the Data to VetIQ;
3. ensuring that its personnel use the Services in accordance with this Agreement; and
4. maintaining its own network connections and telecommunications links necessary to use the Services.

16.1

The Customer must pay the Fees specified in each Order Form in accordance with the payment terms set out in that Order Form or, if no terms are specified, within 30 days after the date of VetIQ's invoice.

16.2

If the Customer fails to pay any amount by the due date, VetIQ may charge interest on the overdue amount at the Interest Rate, calculated daily from the due date until the date of payment.

17.1

Each party must comply with applicable Privacy Laws in connection with Personal Information processed under this Agreement.

17.2

VetIQ will:

1. only collect, use or disclose Personal Information as authorised under this Agreement, as described in its Privacy Policy, or as otherwise permitted or required by law;
2. take reasonable steps to protect Personal Information from misuse, interference and loss and from unauthorised access, modification or disclosure; and
3. notify the Customer without undue delay upon becoming aware of any unauthorised access to or disclosure of Personal Information that is likely to require notification under applicable Privacy Laws.

17.3

The Customer warrants that it has provided all notices and obtained all consents necessary under applicable Privacy Laws to permit the collection, disclosure and use of Personal Information by VetIQ as contemplated by this Agreement.

18.1

This Agreement is intended to apply to Customers located in Australia and internationally. Where the Customer is established in, or processes Personal Information in or from, a jurisdiction whose data protection laws impose stricter or additional requirements than those set out in this Agreement (for example, the EU General Data Protection Regulation (GDPR) or the UK GDPR), those local laws will prevail over this Agreement to the extent of any inconsistency in relation to the processing of Personal Information covered by those laws.

18.2

VetIQ and the Customer will cooperate in good faith to enter into any additional data processing, data transfer or data protection terms that are legally required for the lawful transfer or processing of Personal Information under applicable Privacy Laws (including standard contractual clauses or similar mechanisms where relevant).

19.1

Each party indemnifies the other against third-party claims arising from: (a) a breach of this Agreement; (b) a breach of applicable law (including Privacy Laws); or (c) fraud or wilful misconduct by the indemnifying party, subject to the limitations in clause 20.

20.1

To the extent permitted by law, VetIQ's aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total Fees paid by the Customer to VetIQ in the 12 months immediately preceding the event giving rise to the claim.

20.2

Neither party is liable to the other for any loss of profits, loss of revenue, loss of data, loss of goodwill or any indirect or consequential loss arising in connection with this Agreement, except to the extent such liability cannot be excluded under applicable law.

21.1

Each party must keep the other party's Confidential Information confidential and use it only for the purposes of this Agreement, subject to standard exceptions for disclosures required by law or to professional advisers who are bound by confidentiality obligations.

22.1

Neither party is liable for delay or failure to perform its obligations (other than payment obligations) to the extent caused by a Force Majeure Event, provided that party takes reasonable steps to mitigate the effects of the event.

23.1

The parties will use reasonable efforts to resolve disputes through good faith discussions between senior representatives before commencing court proceedings, except that either party may seek urgent injunctive or equitable relief.

24.1

This Agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and courts entitled to hear appeals from those courts.

25.1

Terms used in this Agreement have the meanings given in this clause 25 unless the context requires otherwise.

26.1

Unless expressly stated otherwise, all Fees and other amounts payable under this Agreement are exclusive of GST.

26.2

If GST is payable on a supply made under or in connection with this Agreement, the recipient must pay to the supplier an additional amount equal to the GST payable on that supply, subject to the supplier issuing a valid tax invoice for the supply.

26.3

If a party is entitled under this Agreement to be reimbursed or indemnified by another party for a cost or expense incurred in connection with this Agreement, the reimbursement or indemnity amount must be reduced by any input tax credit to which the reimbursed party is entitled in respect of that cost or expense.

27.1

Any notice, consent, approval or other communication (Notice) under this Agreement must be in writing and addressed to the relevant party's contact details set out in the Order Form or as otherwise notified in writing.

27.2

A Notice is taken to be received: (a) if delivered by hand, when delivered; (b) if sent by prepaid post, five Business Days after posting; and (c) if sent by email, when the email is sent, unless the sender receives an automated message that the email has not been delivered.

28.1

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that VetIQ may assign this Agreement to a related body corporate or in connection with a merger, acquisition or corporate restructuring without the Customer's consent.

28.2

Nothing in this Agreement creates any relationship of partnership, joint venture, employment or agency between the parties.

28.3

If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.

28.4

A failure or delay by a party in exercising a right under this Agreement does not operate as a waiver of that right. A waiver of a right must be in writing and signed by the party giving the waiver.

28.5

This Agreement may only be varied in writing signed by both parties.